SPONSORSHIP AGREEMENT

THIS AGREEMENT dated for reference December 10, 2024 is made:

BETWEEN:

CANACCORD GENUITY CORP., of Suite 2400, 1133 Melville Street, Vancouver, British Columbia, V6E 4E5

(the "Member")

AND

EVP CAPITAL INC., of Suite 2150, 121 King Street West, Toronto, Ontario, M5H 3T9

(the "Company")

AND

SHARP EDGE LABS, INC., of Suite 264, 2403 Sydney Street, Pittsburgh, Pennsylvania, 15203

("SEL")

WHEREAS:

A. the Company is a company with its Shares (as defined herein) listed on the Exchange (as defined herein);

B. the Company has entered into an arrangement agreement dated June 28, 2024, as amended on October 31, 2024 (the "Arrangement Agreement"), the results of which will be, among other things, the Company acquiring all the issued and outstanding SEL Shares (as defined herein) in exchange for Resulting Issuer Shares (as defined herein) by way of the Merger (as defined herein) conducted pursuant to Delaware General Corporation Law in which SEL Acquisition Co Inc. (the "Merger Sub") will merge with and into SEL, with SEL continuing as the surviving corporation and the separate existence of Merger Sub ceasing (the "Transaction");

C. SEL is a Delaware corporation that develops small molecule drugs to treat genetic diseases;

D. pursuant to the Exchange Sponsorship Policies (as defined herein), the Exchange requires that the Company engage a member of the Exchange to act as its sponsor within the meaning of the Exchange Sponsorship Policies as a condition for approving the Transaction;

E. the Company wishes the Member to act as the Company's sponsor with respect to the Transaction and pursuant to the Exchange Sponsorship Policies; and

F. the Exchange Sponsorship Policies require the Member to complete a due diligence investigation of the business, assets, operations and management of SEL and the Company.

THE PARTIES to this Agreement therefore agree:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

(a) "Anti-Money Laundering Laws" has the meaning set out in subsection 10.1(qq);

(b) "Applicable Legislation" means the Securities Act (British Columbia) or comparable legislation in each of the Reporting Provinces, the regulations and rules made under that legislation, and all administrative policy statements, blanket orders, notices, directions and rulings issued by the Commissions;

(d) "Business" means the business of SEL, being the development of small molecule drugs for the treatment of genetic diseases;

(e) "Business Day" means a day which is not a Saturday, Sunday or statutory or civic holiday in the City of Vancouver, Toronto or Pittsburgh;

(f) "Commissions" means the securities commissions or securities regulatory authorities in each of the Reporting Provinces;

(g) "Company" has the meaning defined above;

(h) "Company's Disclosure Record" means all documents filed by the Company on SEDAR+ since March 7, 2023, including but not limited to news releases, material change reports, the Information Circular, financial statements, certifications, annual information forms and annual reports, as applicable;

(i) "Consultant" has the meaning set out in section 3.2;

(j) "Corporate Finance Manual" means the corporate finance manual containing the policies of the Exchange;

(k) "Exchange" means the TSX Venture Exchange Inc.;

(l) "Exchange Sponsorship Policies" means the Exchange policies pertaining to sponsorship, including Exchange Policy Error! Reference source not found. – Sponsorship and Sponsorship Requirements contained in the Corporate Finance Manual;

(m) "Expenses" has the meaning set out in section 14.1;

(n) "Fee" has the meaning set out in section 4;

(o) "IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board.

(p) "Indemnitors" has the meaning set out in section 11.1;

(q) "Information Circular" means the joint information circular dated October 31, 2024, filed by the Company and SEL with the Exchange and on SEDAR+ describing, amongst other matters, the Transaction;

(r) "Intellectual Property" means all industrial and other intellectual property rights comprising or relating to (a) trademarks, trade dress, trade and business names, branding, brand names, logos, design rights, corporate names and domain names and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing; (b) internet domain names registered by any authorized private registrar or Governmental Authority, web addresses, web pages, websites, URLs and social media handles; (c) works of authorship, expressions, designs and industrial design registrations, software and firmware, data, data files, and databases and other specifications and documentation; (d) inventions, discoveries, improvements, developments, trade secrets, business and technical information, know-how, databases, data collections, patent disclosures and other confidential or proprietary information; and (e) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered, such registered rights including patent, trademark, industrial design, copyright, including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the Applicable Laws of any jurisdiction in any part of the world used or necessary for the conduct of the Business as presently conducted or as proposed to be conducted or that is owned or purported to be owned by SEL;

(s) "Licensed IP" means the Intellectual Property that is used for the conduct of the Business as presently conducted or as proposed to be conducted and that is owned by any person other than SEL;

(t) "Material Change" means any change, condition, event or occurrence which, when considered individually or together with other changes, conditions, events or occurrences, taken as a whole, could reasonably have a Material Effect;

(u) "Material Effect" means a material effect upon (i) the business, assets, results of operations or financial condition of the Company and Merger Sub, taken as a whole, or SEL, or (ii) the ability of the Company and Merger Sub, taken as a whole, or SEL to perform their obligations under their material agreements, instruments, securities, etc.;

(v) "Material Fact" has the meaning defined in the Applicable Legislation;

(w) "Member" has the meaning defined above;

(x) "Merger" means the reverse triangular merger conducted pursuant to Delaware General Corporation Law, whereby Merger Sub will merge with and into SEL;

(y) "Merger Sub" means SEL Acquisition Co Inc., a wholly owned subsidiary of the Company;

(z) "Permits" has the meaning set out in section 10.1(i);

(aa) "Personnel" has the meaning set out in section 11.1;

(bb) "Preferred Stock" means preferred stock in the capital of SEL;

(cc) "Reporting Provinces" means the provinces of Alberta, British Columbia and Ontario;

(dd) "Reports" means all business plans, business assessments, technical reports, valuation opinions or similar documents concerning the Business;

(ee) "Resulting Issuer" means the Company after the completion of the Transaction;

(ff) "Resulting Issuer Share" means a common share in the capital of the Resulting Issuer;

(gg) "SEDAR+" means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators at www.sedarplus.ca;

(hh) "SEL" has the meaning defined above;

(ii) "SEL Financing" means a financing in SEL pursuant to a stock purchase agreement dated August 15, 2023, as amended, amended and restated, supplemented or otherwise modified from time to time, by and between SEL and the purchasers named therein at an issue price of $4.55 per SEL Share for aggregate gross proceeds of $5,000,000;

(jj) "SEL Shares" means shares of the common stock in the capital of SEL;

(kk) "Shares" means common shares in the capital of the Company;

(ll) "Sponsorship Duties" has the meaning set out in section 3.1;

(mm) "Sponsorship Report" means the report to be filed by the Member with the Exchange in the form required by the Exchange in accordance with the Exchange Sponsorship Policies;

(nn) "Sponsorship Term" has the meaning set out in section 3.1; and

(oo) "Transaction" has the meaning defined in Recital B.

2. INVESTIGATION BY MEMBER

2.1 The Company and SEL agree to, at all times during normal business hours, afford full access to the Member and its authorized representatives and agents, to all of their respective properties, facilities, books, contracts, commitments and other corporate records, and must furnish the Member with copies thereof, together with such other information concerning the Business as the Member may reasonably request, in order that the Member may undertake an investigation of the Company, SEL, Merger Sub and the Business. The Company and SEL also covenant to use their best efforts to secure the cooperation of their professional advisors (including legal advisors and auditors) to participate in any due diligence conference calls required by the Member, and the Company and SEL consent to the use and the disclosure of information obtained during the course of the due diligence investigation (including during the due diligence conference call) where such disclosure is required by law or required by the Member to maintain a defence to any regulatory or other civil action, provided that if the Member becomes legally obligated to disclose any such information, the Member shall only disclose that portion of the information that it is legally required to disclose and shall exercise reasonable efforts to ensure the confidential treatment of any information so disclosed. The Member shall provide the Company and SEL with prompt written notice of same so that the Company and SEL may, at their option, seek a protective order, other appropriate remedy or obtain reliable assurances that the information required to be disclosed will be accorded confidential treatment. The Member shall provide reasonable assistance with same.

3. SPONSORSHIP DUTIES

3.1 The Member will undertake the sponsorship duties prescribed by the Exchange Sponsorship Policies relating to the sponsorship of the Transaction (the "Sponsorship Duties") and will execute

such Sponsorship Duties until the closing of business on the Approval Date, unless this responsibility is terminated earlier by either the Member or the Company in accordance with section 12 (the "Sponsorship Term").

3.2 The Member, in its sole discretion but with advance notice in writing to the Company and SEL, may hire any consultant, legal adviser, expert or business valuator (each, a "Consultant") which the Member deems necessary in order to perform the due diligence required by the Sponsorship Duties and/or the Exchange Sponsorship Policies and the Company agrees to pay all reasonable fees and expenses incurred by the Member in connection with any such Consultant.

3.3 This Agreement is effective from the reference date of this Agreement until such time it is terminated, either by the fulfilment of all duties and obligations of each of the parties hereunder or pursuant to section 12.

3.4 Regardless of the manner in which this Agreement is terminated, the obligations of the Company and SEL outlined in sections 4, 11 and 14 will continue in full force and effect.

4. MEMBER'S FEES

In consideration for the services provided herein, the Company and/or SEL will pay the Member a cash fee of $75,000 (plus applicable taxes) (the "Fee"). The Member acknowledges receipt from the Company of $52,500 (which includes applicable taxes), which will be applied against the Fee. The Company agrees that the remainder of the Fee of $26,250 (which includes applicable taxes) will be paid upon the Member providing a written invoice to the Company and/or SEL.

5. COVENANTS OF THE COMPANY

5.1 If, during the Sponsorship Term, a Material Change in the assets, liabilities (contingent or otherwise), business, affairs, condition (financial or otherwise), operations, prospects or capital of the Company or Merger Sub, the Company must promptly notify the Member in writing of the full particulars of the Material Change.

5.2 If the Company is not certain as to whether a Material Change has occurred, the Company must promptly notify the Member in writing of the full particulars of the event or matters giving rise to the uncertainty and must consult with the Member as to whether such event constitutes a Material Change.

5.3 The Company must promptly provide the Member with copies of all Reports forthwith upon receipt of same from SEL or any other person.

5.4 The Company must promptly notify the Member of any proposed change to the constitution of the board of directors or to the membership of senior management of the Company or Merger Sub. The Company must promptly notify the Member, in writing of any resignations, terminations or departures of members of the board of directors or senior management of the Company or Merger Sub.

5.5 The Company must provide the Member with copies of all press releases, material change reports, materials prepared in connection with the Company's annual general meeting and any special meetings of shareholders, annual reports, and financial statements prepared by or for the Company or Merger Sub promptly after their preparation or receipt.

5.6 The Company must, at least 5 Business Days before the deadline, or as soon as reasonably practicable, notify the Member of any circumstances where the Company does not expect to comply with a filing deadline imposed by the Exchange or the Commissions.

5.7 The Company must at all times use its best efforts to assist the Member, and to cause Merger Sub to assist the Member, in carrying out the Sponsorship Duties.

5.8 All information relating to the Company provided by the Company to the Member shall be directed to the corporate finance department of the Member, and the Company will not disclose to any other person associated with the Member any information relating to the Company which is not publicly available.

6. COVENANTS OF SEL

6.1 If, during the Sponsorship Term, a Material Change in the assets, liabilities (contingent or otherwise), business, affairs, condition (financial or otherwise), operations, prospects or capital of SEL, SEL must promptly notify the Member in writing of the full particulars of the Material Change.

6.2 If SEL is not certain as to whether a Material Change has occurred, SEL must promptly notify the Member in writing of the full particulars of the event giving rise to the uncertainty, and must consult with the Member as to whether such event constitutes a Material Change.

6.3 SEL must promptly provide the Member with copies of all Reports forthwith upon preparation or receipt of same from the Company or any other person.

6.4 SEL must promptly notify the Member of any proposed change to the constitution of the board of directors or to the membership of senior management of SEL. SEL must promptly notify the Member, in writing of any resignations, terminations or departures of members of the board of directors or senior management of SEL.

6.5 SEL must provide the Member with draft copies of any press releases and copies of all materials prepared in connection with the annual general meeting and any special meetings of shareholders of SEL, and financial statements prepared by or for SEL promptly after their preparation or receipt.

6.6 SEL must at all times use its best efforts to assist the Member in carrying out the Sponsorship Duties.

7. INFORMATION CIRCULAR

The Company and SEL will provide the Member and its legal counsel reasonable time to review and provide comments on the Information Circular. The Member acknowledges and agrees that it will be referenced in the Information Circular pursuant to the applicable requirements of the Corporate Finance Manual.

8. SUBMISSION OF SPONSORSHIP REPORT

8.1 Upon completion of the Member's initial due diligence and at the request of the Exchange, the Member will prepare and file a preliminary Sponsorship Report advising the Exchange of the status of the Member's due diligence review. The Company and SEL acknowledge that the provision by the Member of a preliminary Sponsorship Report is no assurance that the Member will be in a position to prepare and submit a final Sponsorship Report with the Exchange.

8.2 The Member will advise the Company when the Member is satisfied with its review of the business and affairs of the Company and SEL and is ready to submit to the Exchange its final Sponsorship Report.

8.3 The obligations of the Member to submit its final Sponsorship Report to the Exchange shall be conditional upon the following:

(a) completion by the Member of satisfactory due diligence in accordance with the Corporate

Finance Manual;

(b) payment of any portion of the Fee, by certified cheque or wire transfer, described in section 4 which remains unpaid; and

9. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

9.1 The Company warrants and represents to the Member, and acknowledges that the Member has relied on such warranties and representations in entering into this Agreement, that:

(a) each of the Company and Merger Sub is a valid and subsisting corporation duly incorporated and in good standing under the laws of the jurisdiction in which it is incorporated, continued or amalgamated;

(b) each of the Company and Merger Sub is duly registered and licenced to carry on business in the jurisdiction in which it carries on business or owns property where so required by the laws of that jurisdiction and is not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document;

(c) Merger Sub are the only subsidiaries of the Company. The Company does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company that holds any assets or conducts any operations other than Merger Sub and the Company beneficially owns, directly or indirectly, the issued and outstanding shares in the capital of Merger Sub which are free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and are validly issued and are outstanding as fully paid and non-assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Company of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of Merger Sub or any other security convertible into or exchangeable for any such shares;

(d) other than conducting activities in relation to completing the Transaction, each of the Company and Merger Sub has no active business or operations;

(e) each of the Company and Merger Sub has full corporate power and authority to carry on its business as now carried on by it and to undertake the Transaction and this Agreement has been duly authorized by all necessary corporate action on the part of the Company and Merger Sub;

(f) as of the date hereof, the authorized capital of the Company consists of an unlimited number of Shares of which 8,545,200 Shares are issued and outstanding as fully paid and non-assessable prior to the Transaction and, other than 854,520 stock options of the Company and 460,000 common share purchase warrants, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Company or any other security convertible into or exchangeable for any such shares, or to require the Company to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital other than as disclosed in the Information Circular;

(g) as of the date hereof, the authorized capital of Merger Sub consists of 100 common shares,

of which 100 common shares are issued and outstanding as fully paid and non-assessable prior to the Transaction, all of which are held by the Company;

(h) the Shares are listed and posted for trading, or quoted, on the Exchange, with the Exchange being the main stock exchange for trading of the Shares, and the Company has not taken any action which would reasonably be expected to result in the delisting or suspension of the Shares on or from the Exchange;

(i) each of the Company and Merger Sub is in material compliance with all applicable laws, regulations and statutes in the jurisdictions in which it carries on business and which may materially affect it, has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would materially affect its business or legal environment under which it operates;

(j) the Company's Disclosure Record does not contain any misrepresentations (as such term is defined in the Applicable Legislation);

(k) with respect to forward-looking information (as defined under Applicable Legislation) contained in the Company's Disclosure Record and in the Information Circular, the Company had a reasonable basis for the forward-looking information at the time disclosed;

(l) the financial statements filed with the Commissions and/or included in the Information Circular have been prepared in accordance with IFRS, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Company as of the date thereof, and there have been no adverse material changes in the financial position of the Company since the date thereof and the business of the Company has been carried on in the usual and ordinary course consistent with past practice since the date thereof;

(m) the Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; and (iii) the amount recorded in the books and records of the Company for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences revealed by such comparisons;

(n) the auditors of the Company who audited the financial statements of the Company for the most recent financial year-end and who provided their audit report thereon are independent public accountants as required under Applicable Legislation and there has never been a reportable event (within the meaning of National Instrument 51-102) with the auditors of the Company;

(o) there are no material off-balance sheet transactions, arrangements, obligations or liabilities of the Company whether direct, indirect, absolute, contingent or otherwise;

(p) there is not presently, and will not be until the Approval Date, any material change or change in any Material Fact, as such terms are defined under Applicable Legislation, relating to the Company which has not been, or will not be, disclosed in the Company's Disclosure Record as required by Applicable Legislation;

(q) the execution of this Agreement by the Company does not and, to the best of the Company's knowledge, will not conflict with, and does not and, to the best of the

Company's knowledge, will not result in a breach of, or constitute a default under, any material agreement or instrument to which the Company is a party, or by which the Company is bound, or the terms of the constating documents of the Company;

(r) other than a halt of trading pending the completion of the Transaction in accordance with the Corporate Finance Manual and the Exchange halt imposed on May 1, 2024, no order suspending the sale of or ceasing the trading in the Shares of the Company has been issued and not rescinded, revoked or withdrawn by any securities commission, regulatory authority or stock exchange in any jurisdiction, and no proceedings for that purpose have been instituted or are pending or are, to the knowledge of the directors or senior management of the Company, contemplated or threatened by any Commission, regulatory authority or stock exchange other than the current trade halt and the Exchange halt imposed on May 1, 2024.

(s) no enquiry or investigation, formal or informal, in relation to the Company or the Company's directors or senior management, has, to the knowledge of the Company, been commenced or threatened by any official or officer of any securities commission, regulatory authority or stock exchange;

(t) the Company is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and, to the best of the Company's knowledge, no such actions, suits or proceedings are contemplated or have been threatened other than as disclosed in the Information Circular;

(u) there are no judgments against the Company which are unsatisfied, nor are there any consent decrees or injunctions to which the Company is subject;

(v) the Company is a "reporting issuer" within the meaning of the Applicable Legislation and equivalent legislations of the Reporting Provinces, and is not noted in default of: (i) any of the requirements of the Applicable Legislation or equivalent requirements of any of the applicable legislations in the Reporting Provinces; or (ii) any of the administrative policies or notices of the Commissions;

(w) the Company has filed all federal, provincial, local and foreign tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against them, or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable;

(x) the Company has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Company except for taxes not yet due, and there are no audits of any of the tax returns of the Company, which are known by the Company's management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Company;

(y) the Company does not have any loans or other indebtedness outstanding;

(z) since March 7, 2023, the Company has filed all documents that are required to be filed under the continuous disclosure provisions of the Applicable Legislation, including annual and interim financial information and annual reports, press releases disclosing material changes, as such term is defined under Applicable Legislation, and material change reports;

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(aa) the Company and Merger Sub are not party to, and do not have knowledge of, any shareholders agreement or similar agreement affecting the business, affairs or governance of the Company or Merger Sub or the rights of shareholders of the Company or Merger Sub (including, without limitation, the ability of such shareholders to transfer or vote their shares); and

(bb) each of the Company and Merger Sub has provided the Member with all audited, unaudited and pro forma financial statements concerning each of the Company and Merger Sub, as applicable, fully completed and executed personal information forms (as found in the Corporate Finance Manual) for all proposed directors, officers, promoters and insiders of the Resulting Issuer, copies of all material contracts to which it is a party; and any other materials the Member has reasonably requested to assist the Member in fulfilling its Sponsorship Duties.

9.2 The Company represents and warrants that the representations and warranties of the Company set forth in this Agreement will continue to be true and accurate throughout the term of this Agreement and as of the date of the final Sponsorship Report, and the Company will promptly provide written notice to the Member if the Company becomes aware that any representation or warranty of the Company set forth in this Agreement is not true and accurate. Such representations and warranties will survive the term of this Agreement.

REPRESENTATIONS AND WARRANTIES OF SEL

10.1 SEL warrants and represents to the Member, and acknowledges that the Member has relied on such warranties and representations in entering into this Agreement, that:

(a) SEL is a valid and subsisting corporation duly incorporated and in good standing under the laws of the jurisdiction in which it is incorporated, continued or amalgamated;

(b) SEL is duly registered and licenced to carry on business in the jurisdiction in which it carries on business or owns property where so required by the laws of that jurisdiction and is not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document;

(c) SEL has full corporate power and authority to carry on its business as now carried on by it and to undertake the Transaction and this Agreement has been, duly authorized by all necessary corporate action on the part of SEL;

(d) all of the material transactions of SEL have been promptly and properly recorded or filed in its books or records and its minute books or records contain all material records of the meetings and proceedings of its directors, shareholders, and other committees, if any;

(e) as of the date hereof, the authorized capital of SEL consists of 10,250,000 SEL Shares and 250,000 Preferred Stock of which 8,765,808 SEL Shares and nil Preferred Stock are issued and outstanding;

(f) SEL does not have any wholly owned subsidiaries and does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company that holds any assets or conducts any operations;

(g) SEL is in material compliance with all applicable laws, regulations and statutes in the jurisdictions in which it carries on business and which may materially affect it, has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change

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to any applicable law or regulation or governmental position that would materially affect its business or the business or legal environment under which it operates;

(h) without limiting the generality of any other representation hereunder, SEL complies with all laws, regulations and statutes relating to the collection, use and disclosure of personal information that it obtains or otherwise receives as part of its Business;

(i) SEL has all material licences, permits, approvals, consents, certificates, registrations and other authorizations (collectively the "Permits") under all applicable laws and regulations necessary for the operation of the businesses carried on as described in the Information Circular and each Permit is valid, subsisting and in good standing and SEL, as applicable is not in default or breach of any Permit, and to the best of the knowledge of SEL, no proceeding is pending or threatened to revoke or limit any Permit;

(j) with respect to information related to SEL, the Business and the Transaction as it relates to SEL, the Information Circular does not contain any misrepresentations (as such term is defined in the Applicable Legislation) and the Information Circular contains all material information about SEL;

(k) the financial statements of SEL included with the Information Circular have been prepared, on a consolidated basis, in accordance with IFRS, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of SEL as of the date thereof, and there have been no adverse material changes in the financial position of SEL since the date thereof and the business of SEL has been carried on in the usual and ordinary course consistent with past practice since the date thereof;

(l) SEL maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; and (iii) the amount recorded in the books and records of SEL for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences revealed by such comparisons;

(m) the auditors of SEL who audited the financial statements of SEL for the most recent financial year-end and who provided their audit report thereon are independent public accountants as required under Applicable Legislation and there has never been a reportable disagreement with the present auditors of SEL;

(n) except as otherwise disclosed to the Member, to the best of SEL's knowledge, the responses in all personal information forms completed by the directors and senior management personnel of SEL and provided to the Member pursuant to this Agreement will be accurate and complete;

(o) there are no material off-balance sheet transactions, arrangements, obligations or liabilities of SEL whether direct, indirect, absolute, contingent or otherwise;

(p) the Business, assets and liabilities of SEL are accurately described in the Information Circular and other than as disclosed in the Information Circular, the assets of SEL are not subject to any liens, encumbrances or other charges that would affect the ownership or use of SEL's assets;

(q) SEL owns or possesses adequate rights to use all material patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and other

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intellectual property necessary for the Business and, to the best of its knowledge without any conflict with or infringement of the rights of others;

(r) SEL has not received communication alleging that it has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity;

(s) no patent or patent application owned by or to which SEL has rights is the subject of any pending interference, opposition, cancellation or other protest proceeding, or judicial proceeding;

(t) SEL is not aware of others having infringed or misappropriated any intellectual property rights of SEL and SEL has not sent any notices to any others that the activities of such others infringe or misappropriate the intellectual property rights of SEL;

(u) SEL maintains insurance covering general and product liability and all of the policies in respect of such insurance are in amounts and on terms that in the view of SEL's management are reasonable for companies of a similar size operating in the pharmaceutical industry and are in good standing in all respects and not in default in any respect;

(v) the information concerning the Business which has been provided to the authors of the Reports is accurate, complete and fair, and the Reports, to the best of the knowledge of SEL, are fair and accurate in all particulars;

(w) to the extent that they are required to do so, the authors of the Reports will possess all of the qualifications required by the Exchange and the Commissions of authors of such Reports;

(x) the execution of this Agreement by SEL does not and to the best of SEL's knowledge, will not conflict with, and does not and, to the best of SEL's knowledge, will not result in a breach of, or constitute a default under, any material agreement or instrument to which SEL is a party, or by which SEL is bound, or the terms of the incorporating documents of SEL;

(y) no order suspending the sale of or ceasing the trading in the securities of SEL has been issued and not rescinded, revoked or withdrawn by any securities commission, regulatory authority or stock exchange in any jurisdiction, and no proceedings for that purpose have been instituted or are pending or are, to the knowledge of the directors or senior management of SEL, contemplated or threatened by any securities commission, regulatory authority or stock exchange;

(z) no enquiry or investigation, formal or informal, in relation to SEL or SEL's directors or senior management, has been commenced or threatened by any official or officer of any securities commission, regulatory authority or stock exchange;

(aa) SEL is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of SEL's knowledge no such actions, suits or proceedings are contemplated or have been threatened except as otherwise disclosed in the Information Circular;

(bb) there are no judgments against SEL which are unsatisfied, nor are there any consent decrees or injunctions to which SEL is subject;

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(cc) SEL is not a “reporting issuer” under the Applicable Legislation or other equivalent securities legislation in Canada;

(dd) SEL has filed all federal, state, provincial, local and foreign tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable;

(ee) SEL has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of SEL except for taxes not yet due, and there are no audits of any of the tax returns of SEL, which are known by SEL’s management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of SEL;

(ff) SEL does not have any loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at “arm’s length” (as such term is used in the Income Tax Act (Canada)) except as otherwise disclosed in the Information Circular;

(gg) with respect to forward-looking information (as defined under Applicable Legislation) contained in the Information Circular, SEL had a reasonable basis for the forward-looking information at the time disclosed;

(hh) SEL is not party to, and do not have knowledge of, any shareholders agreement or similar agreement affecting the business, affairs or governance of SEL or the rights of shareholders of SEL (including, without limitation, the ability of such shareholders to transfer or vote their shares)

(ii) SEL owns, or has obtained valid and enforceable licenses for, or other rights to use, the Intellectual Property; SEL does not lack or will not be unable to obtain any rights or licenses to use any Intellectual Property (including the commercialization of SEL’s products and services); no third parties have rights to any Intellectual Property, except for Licenced IP, and except for any licenses of use granted by SEL therein; there is no pending or, to the knowledge of SEL, threatened action, suit, proceeding or claim by others challenging the validity or enforceability of any Intellectual Property owned by SEL or any rights in or to any Intellectual Property or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect to Intellectual Property owned by SEL, to the knowledge of SEL, there are no facts which form a reasonable basis for any such claim, and there has been no finding of unenforceability or invalidity of the Intellectual Property owned by SEL; to the knowledge of SEL, there is no patent or published patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property of SEL; and, there is no prior art that necessarily renders any patent application owned by SEL or any Subsidiary unpatentable that has not been disclosed to the US Patent and Trademark Office or any similar office in the United States or Canada or any other jurisdiction, SEL’s rights in its Intellectual property are valid, subsisting and enforceable;

(jj) SEL is the legal and beneficial owner of, has good and marketable worldwide title to, and owns all right, title and interest in and to all Intellectual Property used in the Business free and clear of all liens or adverse interests whatsoever, covenants, conditions, options to purchase and restrictions or other adverse claims of any kind or nature and other than Licenced IP, no consent of any person is necessary to make, use, reproduce, license, sell, modify, update, enhance or otherwise exploit any Intellectual Property and none of the Intellectual Property used in the Business comprises an improvement to Licenced IP that

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would give any person any rights to any such Intellectual Property, including, without limitation, rights to license any such Intellectual Property;

(kk) SEL has used commercially reasonable efforts to maintain and protect the secrecy, confidentiality and proprietary nature of all its Intellectual Property, including making filings and payments of registration, maintenance, renewal or similar fees; all former and current employees, consultants and contractors that who have contributed in any manner to the creation or development of any of its Intellectual Property have duly executed and delivered written contracts which operate to: (i) assign, without additional consideration, all right, title and interest in and to any such Intellectual Property to SEL; and (ii), waive any moral rights in writing in favour of any of SEL and its successors, assignees or licensees; there are no pending or threatened oppositions, cancellations, invalidity proceedings, interferences or re-examination proceedings pending with respect to any owned Intellectual Property;

(II) the conduct of the Business (including, without limitation, the sale of respective products and services, or the use or other exploitation of the Intellectual Property by SEL or any customers, distributors or other licensees thereof) has not infringed, violated, misappropriated or otherwise conflicted with any intellectual property of any person; there is no pending or threatened action, suit, proceeding or claim by others alleging that any current or proposed conduct of their respective businesses (including, without limitation, the sale of their respective products and services, or use or other exploitation of any intellectual property by SEL or any customers, distributors or other licensees) infringes, violates, misappropriates or otherwise conflicts with (or would infringe, violate, misappropriate or otherwise conflict with) any intellectual property of others, and SEL has no knowledge of any facts which form a reasonable basis for any such claim;

(mm) SEL has entered into valid and enforceable written agreements pursuant to which SEL has been granted all licenses and permissions to use, reproduce, sub-license, sell, modify, update, enhance or otherwise exploit the Licensed IP to the extent required for the conduct of the Business as currently conducted or as proposed to be conducted (including, if required, the right to incorporate such Licensed IP into the Intellectual Property). All license agreements in respect to Licensed IP are in full force and effect and none of SEL, or to the knowledge of SEL, any other person, is in default of its obligations thereunder;

(nn) to the extent that any of the Intellectual Property is licensed or disclosed to any person or any person has access to such Intellectual Property (including but not limited to any employee, officer, shareholder, consultant, systems-integrator, distributor, agreement counterparty, or other customer of SEL), SEL has entered into a valid and enforceable written agreement which contains terms and conditions prohibiting the unauthorized use, reproduction, disclosure or transfer of such Intellectual Property by such person. Other than such agreements that have expired in accordance with their respective terms, all such agreements are in full force and effect and none of SEL or, to the knowledge of SEL, any other person, is in default of its obligations thereunder;

(oo) there are no material restrictions on the ability of SEL to use or exploit all rights in the Intellectual Property, as applicable. None of the rights of SEL in the Intellectual Property will be impaired or affected in any way by the transactions contemplated by this Agreement;

(pp) all registrations of Intellectual Property are in good standing and are recorded in the name of SEL, or in the name of the parties that have licensed that Intellectual Property to SEL, as applicable, in the appropriate offices to preserve the rights thereto. All such registrations have been filed, prosecuted and obtained, in all material respects in accordance with all applicable legal requirements and are currently in effect and in compliance with all applicable legal requirements. No registration of material Intellectual Property has expired, become abandoned, been cancelled or expunged, or has lapsed for failure to be renewed or maintained, all applications for registration of any Intellectual Property owned by SEL

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have been properly filed and have been pursued by SEL in the ordinary course of business, and SEL has not received any notice (whether written, oral or otherwise) indicating that any application for registration of its Intellectual Property has been finally rejected or denied by the applicable reviewing authority;

(qq) the operations of SEL are and have been conducted, at all times, in material compliance with all applicable financial recordkeeping and reporting requirements of applicable anti-money laundering statutes of the jurisdictions in which SEL conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving SEL with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of SEL, threatened;

(rr) SEL has not, directly or indirectly: (A) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction; or (B) made any contribution to any candidate for public office, in either case where either the payment or the purpose of such contribution, payment or gift was, is or would be prohibited under the Canada Corruption of Foreign Public Officials Act (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to SEL, the Subsidiaries and each of their operations;

(ss) SEL, or, to the best knowledge of SEL, any director, officer, agent, employee, affiliate or person acting on behalf of SEL has not been or is not currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department and SEL will not directly or indirectly use any proceeds from the sale of the securities of SEL or lend, contribute or otherwise make available such proceeds to any affiliated entity, joint venture partner or other person or entity, to finance any investments in, or make any payments to, any country or person targeted by any of the sanctions of the United States;

(tt) SEL has not withheld from the Member any fact or information relating to the SEL that would reasonably be expected to be material to the Member; and

(uu) SEL has provided the Member with all audited, unaudited and pro forma financial statements concerning SEL, fully completed and executed personal information forms (as found in the Corporate Finance Manual) for all proposed directors, officers, promoters and insiders of the Resulting Issuer, copies of all material contracts to which it is a party; and any other materials the Member has reasonably requested to assist the Member in fulfilling its Sponsorship Duties.

10.2 SEL represents and warrants that the representations and warranties of SEL set forth in this Agreement will continue to be true and accurate throughout the term of this Agreement and the date of the final Sponsorship Report, and SEL will promptly provide written notice to the Member if SEL becomes aware that any representation or warranty of SEL set forth in this Agreement is not true and accurate. Such representations and warranties will survive the term of this Agreement.

INDEMNITIES

11.1 The Company and SEL (the "Indemnitors") hereby agree to indemnify and hold the Member and/or any of its subsidiary companies and/or divisions and each and every one of the directors, officers, employees and shareholders of the Member (hereinafter referred to as the "Personnel") harmless

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from and against any and all expenses, losses, claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Member to which the Member and/or its Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Member and its Personnel hereunder or otherwise in connection with the matters referred to in the attached Agreement, provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgement that has become non-appealable shall determine that:

(a) the Member or its Personnel have been negligent or dishonest or have committed any fraudulent act in the course of such performance; and

(b) the expenses, losses, claims, damages, or liabilities, as to which indemnification is claimed, were directly caused by the negligence, dishonesty or fraud referred to in (a).

11.2 If for any reason (other than the occurrence of any events itemised in (a) and (b) above), the foregoing indemnification is unavailable to the Member or is insufficient to hold it harmless, then the Indemnitor shall contribute to the amount paid or payable by the Member as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Member on the other hand but also the relative fault of the Indemnitor and the Member, as well as any relevant equitable considerations provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Member as a result of such expense, loss, claim, damage or liability any excess of such amount over the amount of the fees received by the Member hereunder.

11.3 The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Member by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Indemnitor and/or the Member and Personnel of the Member shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Member, the Member shall have the right to employ its own counsel in connection therewith, and the reasonable costs and out-of-pocket expenses incurred by the Member and its Personnel in connection therewith shall be paid by the Indemnitor as they occur.

11.4 Promptly after receipt of notice of the commencement of any legal proceeding against the Member or any of its Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Member will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed.

11.5 The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Member and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Member and any of the Personnel of the Member. The foregoing provisions shall survive the completion of professional services rendered under the attached letter of agreement or any termination of the attached letter of agreement.

TERMINATION

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12.1 The Member may terminate its Sponsorship Duties, resign as a sponsor and terminate its obligations under this Agreement if:

(a) an adverse Material Change (actual, anticipated or threatened) in the assets, liabilities (contingent or otherwise), business operations or capital of the Company or SEL or Merger Sub should occur;

(b) other than in connection with the Transaction or as otherwise disclosed to the Member at the date of this Agreement, any order is made suspending trading in the Shares on the Exchange, or any order to cease or suspend trading in the Shares is made pursuant to any of the Applicable Legislation or is made by any other regulatory authority, and is not rescinded, revoked or withdrawn within 30 days of the making thereof;

(c) any enquiry or investigation (whether formal or informal) in relation to the Company or SEL or Merger Sub is commenced or threatened by an officer or official of any securities regulatory authority or by any officer or official of any other competent authority;

(d) the Company or SEL shall at any time be in breach of any of the material terms of this Agreement;

(e) the Company or SEL or Merger Sub determines to undertake a transaction to which the Member has notified the Company in writing it objects;

(f) the Member, as a result of conducting the due diligence required by the Exchange Sponsorship Policies, determines that it is not satisfied with the results of such due diligence or that the Resulting Issuer will not satisfy Exchange listing requirements; or

(g) the Member determines that any material representation or warranty made by the Company or SEL in this Agreement is false or has become false.

12.2 The Member may give notice of any termination by 3 Business Days advance notice in writing to the Company. Notwithstanding the giving of any notice of termination under this Agreement, the Company will promptly after the notice pay all Expenses and Fees as provided for in sections 4 and 14 and incurred up to the time of the giving of such notice.

12.3 The Company acknowledges and agrees that if the Member terminates this Agreement, the Member shall comply with all applicable provisions of the Exchange Sponsorship Policies relating to termination of sponsorship, including the filing of a letter explaining the termination with the Exchange. In such event, the Member may disclose to the Exchange such information concerning the Company as the Member in its sole discretion considers to be necessary to fulfill its obligations to the Exchange and the requirements of the Exchange Sponsorship Policies, including any information which the Company has disclosed to the Member on a privileged or confidential basis provided that the Member shall provide the Company with prompt written notice of same.

12.4 The rights of the Member to terminate its obligations under this Agreement are in addition to such other remedies as it may have in respect of any default, misrepresentation, act or failure of the Company or SEL in respect of any of the matters contemplated by this Agreement.

12.5 The Company may dismiss the Member as its sponsor upon giving 10 days written notice to the Member, however the obligations of the Company and SEL outlined in sections 4, 11 and 14 will continue in full force until such time as these obligations are satisfied.

CONFIDENTIALITY

The Member will establish reasonable procedures to hold in confidence all information received by it from

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the Company or SEL which has not been generally disclosed to the public and will not knowingly disclose such information, except as required in its opinion, acting reasonably, to discharge its obligations:

(a) under this Agreement; or
(b) under Applicable Legislation,

provided that if the Member becomes legally obligated to disclose any such information, the Member shall only disclose that portion of the information that it is legally required to disclose and shall exercise all reasonable efforts to ensure the confidential treatment of any information so disclosed. The Member shall provide the Company and SEL with prompt written notice of same so that the Company and SEL may, at their option, seek a protective order, other appropriate remedy or obtain reliable assurances that the information required to be disclosed will be accorded confidential treatment. The Member shall provide all reasonable assistance with same.

14. EXPENSES OF MEMBER

14.1 The Company will pay all of the expenses reasonably incurred by the Member in connection with the transactions contemplated by this Agreement and the Sponsorship Duties, including, without limitation, the fees and expenses of any solicitors or any Consultants retained by the Member in connection with the transactions contemplated by this Agreement and the Sponsorship Duties, the costs incurred by the Member of any searches into the background of directors and officers, expenses relating to informational meetings and travel by the Member, and the fees and expenses of any Consultant retained by the Member in connection with the performance of its Sponsorship Duties (the "Expenses"). The Member's Expenses shall not exceed $10,000 (excluding any applicable taxes and all disbursements) without the prior written approval of the Company.

14.2 The Member acknowledges receipt from the Company of a retainer of $10,000 which will be applied to the Member's Expenses. Any unused portion of any retainer provided to the Member will be returned to Company.

14.3 The Member may, from time to time, render accounts for such Expenses to the Company for payment on the dates set out in such accounts. Prior to the Member submitting its preliminary Sponsorship Report to the Exchange, the Company will pay any unpaid Expenses to date. Prior to the Member submitting its final Sponsorship Report to the Exchange, the Company will pay any additional unpaid Expenses. The Member may also request any additional expense retainers and the Company agrees to pay such reasonable retainers to offset the Expenses.

14.4 The Company will pay the Expenses even if the transactions contemplated by this Agreement are not completed or this Agreement is terminated.

14.5 The Company's covenant to pay the Expenses shall survive termination of this Agreement.

15. NOTICE

15.1 Any notice to be given hereunder shall be in writing and may be given by email, facsimile or by hand delivery and shall, in the case of notice to the Company and SEL, be addressed and faxed or delivered to:

(a) For the Company:

EVP Capital Inc.
Suite 2150, 121 King Street West
Toronto, Ontario, M5H 3T9
Attention: Lorne Sugarman

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E-mail: [email protected]

with a copy which shall not constitute notice to:

Meretsky Law Firm
Attention: Jason Meretsky
E-mail: [email protected]

(b) For SEL:

Sharp Edge Labs, Inc.
Suite 264, 2403 Sydney Street
Pittsburgh, Pennsylvania, 15203
Attention: Scott Sneddon
E-mail: [email protected]

with a copy which shall not constitute notice to:

Babst Calland – Attorneys at Law
Attention: Michael E. Fink
E-mail: [email protected]

and in the case of the Member, be addressed and faxed or delivered to:

Canaccord Genuity Corp.
Suite 2400, 1133 Melville Street
Vancouver, British Columbia, V6E 4E5
Attention: Jamie Brown
E-mail: [email protected]

with a copy which shall not constitute notice to:

MLT Aikins LLP
Attention: Mahdi Shams
E-mail: [email protected]
Fax No.: (604) 682-7131

15.2 The Company, SEL and the Member may change their respective addresses for notice by notice given in the manner referred to above.

15.3 The parties agree that a communication which is personally delivered shall, if delivered before 4:00 p.m. (local time at the place of delivery) on a Business Day, be deemed to be given and received on that day and, if delivered after 4:00 p.m., be deemed to be given and received on the first Business Day following the day on which it is delivered.

15.4 The parties agree that a communication which is sent by facsimile transmission shall, if sent before 4:00 p.m. (local time at the place of receipt) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is sent.

15.5 The parties agree that a communication which is sent by email will only be deemed to be given and received if the sender of the notice by email receives an acknowledgement from the recipient of the receipt of the email.

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TIME

Time is of the essence of this Agreement and will be calculated in accordance with the provisions of the Interpretation Act (British Columbia).

LANGUAGE

Wherever a singular or masculine expression is used in this Agreement, that expression is deemed to include the plural, feminine or the body corporate where required by the context.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and supersedes any other previous agreement between the parties with respect to sponsorship in connection with the Transaction, including but not limited to the engagement agreement dated June 13, 2024, relating to sponsorship and there are no other terms, conditions, representations or warranties whether express, implied, oral or written by the Member or the Company or SEL in relation to sponsorship services for the Transaction.

COUNTERPARTS

This Agreement may be executed in two or more counterparts and delivered by fax or e-mail. Each executed counterpart will be deemed to be an original and all of them will constitute one agreement, effective as of the reference date given above.

HEADINGS

The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.

ENUREMENT

This Agreement enures to the benefit of and is binding on the parties to this Agreement and their successors.

ENGLISH LANGUAGE

This Agreement and all documents relating thereto, have been or will be drafted in English only by common accord among the parties. Le soussigné reconnaît par les présentes qu'il a exigé que le contrat résultant de cette convention ainsi que tous documents y afférents soient rédigés en langue anglaise seulement.

This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the parties hereto irrevocably attorn and submit to the jurisdiction of the courts of British Columbia with respect to any dispute related to this Agreement.

[Remainder of page intentionally left blank.]

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DATED the date first set forth above.

CANACCORD GENUITY CORP.

Per: (signed) "Jamie Brown"
Authorized Signatory

EVP CAPITAL INC.

Per: (signed) "Lorne Sugarman"
Authorized Signatory

SHARP EDGE LABS, INC.

Per: (signed) "Scott Sneddon"
Authorized Signatory

AI assistant

Sharp Therapeutics Corp. M&A Activity 2024

48457_rns_2024-12-20_d4e4c13e-3afc-4014-9677-ed7e5688f567.pdf

SPONSORSHIP AGREEMENT

WHEREAS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

2. INVESTIGATION BY MEMBER

3. SPONSORSHIP DUTIES

4. MEMBER'S FEES

5. COVENANTS OF THE COMPANY

6. COVENANTS OF SEL

7. INFORMATION CIRCULAR

8. SUBMISSION OF SPONSORSHIP REPORT

9. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

14. EXPENSES OF MEMBER

15. NOTICE

CANACCORD GENUITY CORP.

EVP CAPITAL INC.

SHARP EDGE LABS, INC.

AI assistant

Sharp Therapeutics Corp. — M&A Activity 2024

48457_rns_2024-12-20_d4e4c13e-3afc-4014-9677-ed7e5688f567.pdf

SPONSORSHIP AGREEMENT

WHEREAS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

2. INVESTIGATION BY MEMBER

3. SPONSORSHIP DUTIES

4. MEMBER'S FEES

5. COVENANTS OF THE COMPANY

6. COVENANTS OF SEL

7. INFORMATION CIRCULAR

8. SUBMISSION OF SPONSORSHIP REPORT

9. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

14. EXPENSES OF MEMBER

15. NOTICE

CANACCORD GENUITY CORP.

EVP CAPITAL INC.

SHARP EDGE LABS, INC.

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Sharp Therapeutics Corp. M&A Activity 2024