Form 8-K

8-K — Aether Holdings, Inc.

Accession: 0001493152-26-037023

Filed: 2026-08-11

Period: 2026-08-05

CIK: 0002026353

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-2.1 (ex2-1.htm)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-10.6 (ex10-6.htm)

EX-10.7 (ex10-7.htm)

EX-10.8 (ex10-8.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0002026353

2026-08-05

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported) August 5, 2026

Aether

Holdings, Inc.

(Exact

name of Registrant as Specified in Its Charter)

Delaware

001-42595

35-2818803

(State

or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

110

Charlton Street, Unit RET B

New

York, New York 10014

(Address

of Principal Executive Offices) (Zip Code)

Registrant’s

Telephone Number, Including Area Code: (347) 726-8898

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

ATHR

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry Into a Material Definitive Agreement.

Stock

Purchase Agreement

August 5, 2026, Aether Holdings, Inc. (the “Company”), Aether Compute LLC, a Delaware limited liability company

(“Aether Compute”), Noviant Inc., a New York corporation (“Noviant”), and Kevin Wang, Jin Yi Wang, James L. Mo

and Enbo B. Zeng (collectively, the “Sellers”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”).

Pursuant to the Stock Purchase Agreement, Aether Compute agreed to purchase from the Sellers equity interests representing 60% of the

fully diluted equity interests of Noviant immediately following the closing of the transaction (the “Acquisition”), and the

Company agreed to provide the consideration for the Acquisition on behalf of Aether Compute.

Except for the Stock Purchase Agreement and the related transaction documents described below, the Company is not aware of any material

relationship between the Company or its affiliates, on the one hand, and Noviant or any Seller, on the other hand.

Purchase

Price and Closing

The

aggregate transaction value was $3.6 million, consisting of restricted shares of the Company’s common stock having a stated aggregate

value of approximately $2.7 million (the “Transaction Shares”) and $900,000 of aggregate cash funding, of which $50,000 was

deposited into a segregated support account pursuant to the transaction documents.

The

Sellers are required to cause Noviant to have closing working capital at least equal to Noviant’s average month-end working capital

for the 12 full calendar months ending on the last day of the calendar month immediately preceding the closing date. If estimated closing

working capital is below that target, Aether Compute may reduce the cash consideration at closing on a dollar-for-dollar basis, without

limiting its right to recover any additional working-capital shortfall after closing.

The Stock Purchase Agreement includes customary representations, warranties, covenants, closing conditions and termination rights, as

well as indemnification provisions that include a $25,000 deductible basket for certain claims, specified caps and survival periods,

and separate treatment for fundamental, tax, intellectual-property, capitalization, fraud and willful-misconduct claims.

The

Stock Purchase Agreement provided that the closing was subject to satisfaction or waiver of specified conditions, including delivery

of audited Noviant financial statements and related audit support; satisfactory completion of legal, financial, accounting, tax, technology,

intellectual-property, data-privacy, cybersecurity, employment, commercial and operational diligence; confirmation of Noviant’s

capitalization and title to the acquired equity interests; assignment to Noviant of Company-related intellectual property and other assets;

execution of the ancillary agreements; receipt of required approvals and consents; and satisfaction of applicable SEC and Nasdaq requirements.

Lock-Up

and Leak-Out Agreements

connection with the closing, each Seller entered into a lock-up and leak-out agreement with the Company and Aether Compute. Fifty percent

of each Seller’s Transaction Shares are subject to a six-month lock-up, and the remaining 50% are subject to a two-year lock-up,

in each case measured from the closing date and subject to limited permitted transfers. During the applicable lock-up period, the Seller

may not sell, transfer, pledge, lend, hedge, short or otherwise transfer the economic or voting risk of the applicable Transaction Shares.

Following expiration of the applicable lock-up period, any sale remains subject to applicable securities laws, Rule 144, the Company’s

insider-trading policy, trading windows, pre-clearance procedures, volume and manner-of-sale requirements, broker instructions and applicable

leak-out limitations. The Sellers do not receive registration rights with respect to the Transaction Shares.

Post-Closing

Governance and Ancillary Agreements

the closing, Noviant, Aether Compute, the Company solely for specified provisions, and Kevin Wang, Jin Yi Wang and Enbo B. Zeng entered

into a shareholders’ agreement governing Noviant following the Acquisition. The shareholders’ agreement provides for a three-member

Noviant board of directors, with Aether Compute entitled to designate two directors and the continuing founders, acting by majority of

their retained shares, entitled to designate one director subject to Aether Compute’s approval, not to be unreasonably withheld,

conditioned or delayed. The shareholders’ agreement also includes reserved-matter approval rights, cash-management and internal-control

protections, information and audit rights, transfer restrictions, a right of first refusal, drag-along provisions, confidentiality obligations

and public-company compliance protections.

Each

Seller also entered into an intellectual property assignment agreement under which the Seller assigned to Noviant all rights owned by

the Seller in intellectual property, technology, software, data, models, accounts, credentials, documentation and other assets relating

to Noviant and its business. Certain continuing founders entered into employment and restrictive covenant agreements with Noviant, with

Aether Compute and the Company having specified third-party-beneficiary and enforcement rights. Those agreements include confidentiality,

invention-assignment, return-of-property, public-company-compliance, cooperation, non-solicitation and sale-of-business restrictive covenants.

Kevin

Wang and Enbo B. Zeng entered into employment and restrictive covenant agreements with Noviant, and Jin Yi Wang and James L. Mo entered

into restrictive covenant and confidentiality agreements.

The

foregoing descriptions of the Stock Purchase Agreement, the lock-up and leak-out agreements, the intellectual property assignment

agreement, the shareholders’ agreement, the employment and restrictive covenant

agreements and restrictive covenant and confidentiality agreements do not purport to be

complete and are qualified in their entirety by reference to the full text of the Stock Purchase Agreement and the forms of the

applicable ancillary agreements, copies of which are filed as Exhibits 2.1 and 10.1 through 10.5,

respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Streeterville

Financing

August 5, 2026, the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with Streeterville

Capital, LLC, a Utah limited liability company (the “Lender”), pursuant to which the Company issued and sold to the Lender

a secured promissory note in the original principal amount of $1,620,000 (the “Streeterville Note”). The Streeterville Note

carries an original issue discount of $120,000, which is included in its original principal amount. Accordingly, the purchase price paid

by the Lender for the Streeterville Note was $1,500,000.

The

Streeterville Note matures 18 months after the date on which the purchase price is delivered to the Company and bears interest on the

outstanding balance at a rate of 8% per annum, compounded daily on the basis of a 360-day year consisting of twelve 30-day months. The

Company may prepay the Streeterville Note in full at any time by paying 110% of the outstanding balance. If the Streeterville Note remains

outstanding on the six-month anniversary of the purchase price date, a one-time monitoring fee will be added to the outstanding balance,

subject to the forgiveness provisions set forth in the Streeterville Note.

Beginning

on the six-month anniversary of the purchase price date, the Lender may redeem up to $125,000 of the outstanding balance per calendar

month. Upon the occurrence of a Limited Redemption Event, as defined in the Streeterville Note, the Lender may also exercise limited

redemptions up to the Maximum Limited Redemption Amount, as defined in the Streeterville Note. Each redemption amount is payable in cash

within three trading days after the applicable redemption notice.

The

Company’s obligations under the Streeterville Note and the other related transaction documents are secured by (i) the first-position

security interest in substantially all of the Company’s assets granted under the Security Agreement, dated May 13, 2026, between

the Company and the Lender (the “Security Agreement”), (ii) a security interest in the Company’s intellectual property

under an Intellectual Property Security Agreement (the “IP Security Agreement”) and (iii) a guaranty (the “Guaranty”)

by Sundial Capital Research Inc., Alpha Edge Media Inc., Aether Grid Inc., Aether Labs, Inc., 537 Greenwich LLC and Aether Compute LLC

(collectively, the “Guarantors”). The Guaranty covers the Company’s obligations under both the Streeterville Note and

the secured promissory note in the original principal amount of $3,240,000 issued to the Lender on May 13, 2026.

The

Note Purchase Agreement requires the Company, among other matters, to maintain its Exchange Act reporting status and the listing or quotation

of its common stock on Nasdaq, the New York Stock Exchange or NYSE American. Without the Lender’s prior written consent, the Company

generally may not make a Restricted Issuance, as defined in the Note Purchase Agreement, grant additional liens on its assets, sell,

transfer or issue equity or voting rights in its subsidiaries, or permit its subsidiaries to incur debt other than in the ordinary course

of business. The Note Purchase Agreement also restricts the Company from entering into agreements that would prohibit or limit certain

variable-rate transactions or issuances of securities to the Lender or its affiliates.

long as the Streeterville Note remains outstanding, the Note Purchase Agreement includes a most-favored-nation provision under which

specified more favorable economic terms granted to a future holder of Company debt may, at the Lender’s election, be incorporated

into the Streeterville transaction documents. The Note Purchase Agreement provides specified exceptions to certain covenant restrictions,

including exceptions for current or future at-the-market facilities, certain fixed-price primary offerings, a commercial mortgage on

the Company’s New York property subject to a $2,000,000 limit and a working capital line of credit subject to a $1,000,000 limit,

in each case as further described in the Note Purchase Agreement.

Upon

the occurrence of certain trigger events under the Streeterville Note, the Lender may increase the outstanding balance by applying a

15% trigger effect for each major trigger event or a 5% trigger effect for each minor trigger event, in each case subject to the limitations

set forth in the Streeterville Note. Trigger events include, among other matters, payment defaults; specified bankruptcy and insolvency

events; entry into or consummation of certain fundamental transactions without repayment of the Streeterville Note in full; breaches

of specified covenants or other material obligations under the transaction documents; materially false or misleading representations;

certain reverse stock splits; certain money judgments in excess of $500,000; and certain breaches of other agreements with the Lender

or its affiliates.

a trigger event is not cured within the applicable five-trading-day cure period, or automatically upon the occurrence of specified insolvency-related

trigger events, the Streeterville Note may become immediately due and payable at the Mandatory Default Amount, as defined in the Streeterville

Note, and default interest may accrue at 15% per annum. The transaction documents contain arbitration provisions governed by Utah law

and provide the Lender with specified equitable remedies, including injunctive relief and specific performance, in certain circumstances.

The

foregoing descriptions of the Streeterville Note, the Note Purchase Agreement, the Security Agreement, the IP Security Agreement and

the Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of such documents. The Streeterville

Note, the Note Purchase Agreement, the IP Security Agreement and the Guaranty are filed as Exhibits 4.1, 10.6, 10.7 and 10.8,

respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The Security Agreement was previously filed

as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2026 and

is incorporated herein by reference.

The

representations, warranties and covenants contained in the Note Purchase Agreement, the Security Agreement, the IP Security Agreement

and the Guaranty were made only for purposes of those agreements, were made as of specified dates and solely for the benefit of the parties

thereto, and may be subject to limitations agreed upon by the contracting parties. Accordingly, those agreements are incorporated herein

by reference only to provide investors with information regarding their terms and not to provide investors with any other factual information

regarding the Company or its subsidiaries.

This

Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there

be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful before registration

or qualification under the securities laws of any such state or jurisdiction.

Item

2.01 Completion of Acquisition or Disposition of Assets.

August 7, 2026, the parties completed the Acquisition in accordance with the Stock Purchase Agreement. At the closing, Aether

Compute acquired 60% of Noviant’s fully diluted equity interests, and the Company, on behalf of Aether Compute, paid $900,000 in

cash and agreed to issue an aggregate of 686,823 Transaction Shares.

Following

the closing, Aether Compute owns 60% of Noviant and the continuing founders collectively own the remaining 40%, consisting of 20% held

by Kevin Wang, 10% held by Jin Yi Wang and 10% held by Enbo B. Zeng. As a result of the Acquisition, Noviant became a majority-owned

subsidiary of Aether Compute and an indirect majority-owned subsidiary of the Company.

The

information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth under the subheading “Streeterville Financing” in Item 1.01 of this Current Report on Form 8-K is incorporated

into this Item 2.03 by reference.

Item

3.02 Unregistered Sales of Equity Securities.

the closing of the Acquisition, the Company sold and agreed to issue an aggregate of 686,823 Transaction Shares to the

Sellers as partial consideration for the acquired equity interests. The Transaction Shares had a stated aggregate value of approximately

$2.7 million, determined using the VWAP, as defined in the Stock Purchase Agreement. No underwriter, placement agent or broker

received any underwriting discount, placement fee or selling commission in connection with the issuance.

The

Transaction Shares were offered and issued in a privately negotiated transaction in reliance upon the exemption from registration provided

by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated

thereunder. In connection with the issuance, each Seller represented, among other matters, that the Seller was acquiring the Transaction

Shares for investment and not with a view to distribution, was an accredited investor or otherwise qualified for the exemption relied

upon, had sufficient knowledge and access to information to evaluate the investment, and had not been solicited through general solicitation

or general advertising. The Transaction Shares constitute restricted securities within the meaning of Rule 144 under the Securities Act

and are subject to restrictive legends, stop-transfer instructions, the lock-up and leak-out agreements and the Company’s insider-trading

policy.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

2.1*

Stock

Purchase Agreement, effective as of August 5, 2026, by and among Aether Compute LLC, Aether Holdings, Inc., Noviant Inc.,

Kevin Wang, Jin Yi Wang, James L. Mo and Enbo B. Zeng.

4.1

Secured

Promissory Note, dated August 5, 2026, issued by Aether Holdings, Inc. to Streeterville Capital, LLC.

10.1

Form of Lock-Up and Leak-Out Agreement.

10.2*

Intellectual Property Assignment Agreement, dated as of August 7, 2026.

10.3

Shareholders’ Agreement.

10.4*

Form of Employment and Restrictive Covenant Agreement.

10.5*

Form of Restrictive Covenant and Confidentiality Agreement.

10.6*

Note Purchase Agreement, dated August 5, 2026, by and between Aether Holdings, Inc. and Streeterville Capital, LLC.

10.7*

Intellectual Property Security Agreement, dated August 5, 2026, made by Aether Holdings, Inc. in

favor of Streeterville Capital, LLC.

10.8*

Guaranty, dated August 5, 2026, by the guarantors named therein in favor of Streeterville Capital,

LLC.

10.9

Security Agreement, dated May 13, 2026, by and between Aether Holdings, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 19, 2026).

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

Certain schedules and exhibits to the Stock Purchase Agreement and the Note Purchase Agreement have been omitted pursuant to Item 601(a)(5)

of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange

Commission upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

August 11, 2026

Aether Holdings, Inc.

By:

/s/

Nicolas Lin

Nicolas

Lin

Chief

Executive Officer

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit

2.1

STOCK

PURCHASE AGREEMENT

THIS

STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 5, 2026, by and among Aether

Compute LLC, a Delaware limited liability company (“Buyer”), Aether Holdings, Inc., a Delaware corporation whose common

stock is listed on The Nasdaq Stock Market LLC (“Parent” or “ATHR”), Noviant Inc., a New York corporation

(the “Company”), and Kevin Wang, Jin Yi Wang, James L. Mo and Enbo B. Zeng (each, a “Seller” and

collectively, the “Sellers”). Buyer, Parent, the Company and the Sellers are referred to herein individually as a

“Party” and collectively as the “Parties.”

RECITALS

The Sellers collectively own one hundred percent (100%) of the issued and outstanding equity interests of the Company, free and clear

of all Encumbrances other than restrictions under applicable securities laws.

Buyer desires to purchase from the Sellers, and the Sellers desire to sell to Buyer, equity interests representing sixty percent (60%)

of the fully diluted equity interests of the Company immediately after the Closing (the “Purchased Shares”), on the

terms and subject to the conditions of this Agreement.

Parent is the direct or indirect owner of Buyer, will provide the consideration for Buyer’s purchase of the Purchased Shares, and

will issue restricted shares of Parent common stock to the Sellers as part of the Purchase Price, subject to the securities laws, Nasdaq

Rules, escrow, holdback and transfer restrictions set forth herein and in the Ancillary Agreements.

The Parties acknowledge and agree that the offer and issuance by Parent of the Transaction Shares to the Sellers as partial consideration

for the Purchased Shares is intended to be made in a transaction exempt from registration under the Securities Act of 1933, as amended,

pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder, and in reliance on applicable exemptions

from registration or qualification under state securities or “blue sky” laws. The Parties further acknowledge that the Transaction

Shares will be offered and issued only to the Sellers in a privately negotiated transaction, without any general solicitation or general

advertising, and in reliance upon, among other things, the investment intent, accredited investor status or other exemption-related qualifications,

sophistication, access to information, and other representations, warranties, covenants and acknowledgments of each Seller set forth

in this Agreement, the investor questionnaires, the securities law representation agreements and the other Ancillary Agreements. The

Transaction Shares have not been registered under the Securities Act or any state securities laws, shall constitute “restricted

securities” within the meaning of Rule 144 under the Securities Act, and may not be offered, sold, pledged, transferred or otherwise

disposed of except pursuant to an effective registration statement or an available exemption from registration under the Securities Act

and applicable state securities laws, and subject in all cases to the restrictions set forth in this Agreement, the lock-up and leak-out

agreements, Parent’s insider trading policy, applicable Nasdaq Rules, restrictive legends and stop-transfer instructions.

As material inducements to Buyer and Parent, the Parties will enter into lock-up and leak-out agreements, investor questionnaires and

securities law representation agreements, intellectual property assignment agreements, Executive employment and restrictive covenant

agreements, disclosures, closing certificates and other Ancillary Agreements.

The Parties intend that this Agreement supersede any prior non-binding term sheet or letter of intent with respect to the Transaction,

except for any confidentiality, exclusivity, expense, governing law or similar binding provisions expressly surviving by their terms.

ARTICLE

I - DEFINITIONS

“Affiliate”

means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control

with such Person.

“Ancillary

Agreements” means the lock-up and leak-out agreements, investor questionnaires and securities law representation agreements,

intellectual property assignments, employment agreements, restrictive covenant agreements, escrow or holdback agreement, transfer documents,

closing certificates and other documents delivered in connection with this Agreement.

“Business”

means the business conducted or proposed to be conducted by the Company, including all software, artificial intelligence, data, technology,

services, products, customer relationships and related operations of Noviant.

“Business

Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized

or required by law to close.

“Closing”

has the meaning set forth in Section 2.7.

“Closing

Date” means the target Closing date of August 7, 2026, or such other date as Buyer and Parent agree in writing after

all conditions to Closing have been satisfied or waived by the Buyer and Parent in writing. The Parties acknowledge that the target Closing

date is not a binding obligation to close and does not limit Buyer and Parent’s right to decline to close if any condition to close

is not satisfied or waived by the Buyer and Parent in writing.

“Closing

Working Capital” means the Working Capital of the Company as of August 3, 2026, determined without giving effect to

the Closing, the payment of the Purchase Price or any financing or other transaction undertaken by Buyer, Parent or their Affiliates

in connection with the transactions contemplated by this Agreement.

“Encumbrance”

means any lien, pledge, charge, security interest, mortgage, deed of trust, option, warrant, purchase right, right of first refusal,

restriction, adverse claim, voting arrangement, proxy, escrow, equitable interest or other encumbrance of any kind.

“Executive”

or “Executives” means each Seller who provides post-Closing services to the Company designated as an executive in the

applicable employment agreement.

“GAAP”

means generally accepted accounting principles in the United States, consistently applied.

“Fundamental

Representations” means the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.7, 4.8, 4.14, 4.15, 5.1, 5.2,

5.3 and 5.5.

“Indemnity

Holdback Shares” means the Transaction Shares having an aggregate value equal to fifteen percent (15%) of the Purchase Price,

to be deposited into escrow or otherwise held back as security for the Sellers’s indemnification obligations.

“Knowledge”

means, with respect to the Company or any Seller, the actual knowledge of any Seller and the knowledge that any Seller would reasonably

be expected to have after due inquiry of the Company personnel, advisors and records.

“Losses”

means all losses, liabilities, damages, deficiencies, taxes, penalties, fines, costs and expenses, including reasonable attorneys’

fees and expenses of investigation and enforcement.

“Nasdaq

Rules” means the rules and interpretive guidance of The Nasdaq Stock Market LLC applicable to Parent and the issuance of Transaction

Shares.

“Person”

means any individual, corporation, limited liability company, partnership, trust, association, governmental authority or other entity.

“Purchase

Price” means Three Million Six Hundred Thousand Dollars ($3,600,000), subject to adjustment, withholding, setoff, holdback

and the other terms of this Agreement.

“Support

Account” means the segregated deposit account of the Support Amount designated under Section 2.10(a).

“Support

Amount” means Fifty Thousand Dollars ($50,000), allocated from the Cash Consideration designated under Section 2.3.

“Support

Period” means the six (6) month period beginning on the Closing Date.

“Target

Working Capital” means the Trailing Twelve-Month Average Working Capital.

“Trailing

Twelve-Month Average Working Capital” means the average month-end Working Capital of the Company for the twelve full calendar

months ending on the last day of the calendar month immediately preceding the Closing Date.

“Transaction”

means the purchase and sale of the Purchased Shares and the other transactions contemplated by this Agreement and the Ancillary Agreements.

“Transaction

Expenses” means all legal, accounting, audit, tax, advisory, broker, finder and other fees, costs and expenses incurred by

or on behalf of the Company or any Seller in connection with this Agreement, the Transaction, the Ancillary Agreements and the preparation

of the audited financial statements, except to the extent Parent expressly agrees in writing to bear any such expense.

“Transaction

Shares” means the restricted shares of Parent common stock issuable to the Sellers pursuant to Section 2.4.

“VWAP”

means the volume-weighted average closing price of Parent common stock for the twenty (20) trading days immediately preceding the

Closing Date, as reported by Bloomberg, Nasdaq or another nationally recognized financial data source selected by Parent in good faith.

“Working

Capital” means, as of any determination time, the Company’s current assets minus current liabilities, determined in accordance

with GAAP, consistently applied and using the same accounting principles, practices, classifications, judgments and methodologies used

in the preparation of the Company’s most recent financial statements. Current assets shall include cash and cash equivalents, accounts

receivable, prepaid expenses and other current assets, but shall exclude any receivable from any Seller or any Affiliate of any Seller

unless actually paid in cash before Closing. Current liabilities shall include accounts payable, accrued expenses, accrued payroll and

benefits, accrued taxes, customer deposits, deferred revenue, unpaid Transaction Expenses, the current portion of indebtedness and other

current liabilities.

“Working

Capital Shortfall” means the amount, if any, by which the Target Working Capital exceeds the Closing Working Capital.

ARTICLE

II - PURCHASE AND SALE

2.1.

Purchase and Sale of Purchased Shares.

Subject

to the terms and conditions of this Agreement, at the Closing each Seller shall sell, assign, transfer, convey and deliver to Buyer,

and Buyer shall purchase and acquire from each Seller, all right, title and interest in the Purchased Shares set forth opposite such

Seller’s name on Schedule A, representing in the aggregate sixty percent (60%) of the fully diluted equity interests

of the Company immediately after the Closing. The Purchased Shares shall be transferred free and clear of all Encumbrances, other than

restrictions arising under applicable securities laws and the Ancillary Agreements.

2.2.

Purchase Price.

The

aggregate Purchase Price for the Purchased Shares shall be Three Million Six Hundred Thousand Dollars ($3,600,000), based on an

enterprise value of Six Million Dollars ($6,000,000) for the Company as a whole, subject to adjustment, withholding, setoff, holdback

and the other terms of this Agreement. The Purchase Price and Transaction Shares shall be allocated among the Sellers pro rata based

on the Sellers’ respective ownership of the Purchased Shares, as reflected on Schedule A and as confirmed in Buyer’s

and Parent’s diligence.

2.3.

Cash Consideration.

the Closing, Parent, on behalf of Buyer, shall pay to the Sellers an aggregate of Nine Hundred Thousand Dollars ($900,000) in

cash, allocated among the Sellers as set forth on Schedule A, by wire transfer to one or more accounts designated in written payment-direction

letters executed by all Sellers and delivered to Buyer and Parent at least two (2) Business Days before the Closing, which may include

the trust account of Victor Tsai, attorney for the Sellers, if so designated in such written payment directions. Parent and Buyer may

withhold from the cash consideration any taxes required to be withheld under applicable law and any amounts subject to setoff or holdback

under this Agreement. As among Parent and Buyer, the cash consideration funded or paid by Parent shall be treated as a capital contribution,

intercompany loan, or other intercompany arrangement as Parent determines after consultation with its tax and accounting advisors, without

increasing the consideration payable to the Sellers.

2.4.

Stock Consideration.

the Closing, Parent, as consideration provider for Buyer, shall issue to the Sellers restricted shares of Parent common stock with an

aggregate value of Two Million Seven Hundred Thousand Dollars ($2,700,000), allocated among the Sellers as set forth on Schedule

A. The number of Transaction Shares shall equal $2,700,000 divided by the VWAP. No fractional shares shall be issued; any fractional

share shall be rounded down to the nearest whole share without payment in lieu thereof unless otherwise required by applicable law. All

Transaction Shares shall be subject to this Agreement, the lock-up and leak-out agreements, the investor questionnaires and securities

law representation agreements, applicable securities laws, Nasdaq Rules, stop transfer instructions, restrictive legends, Parent insider

trading policy and the Indemnity Holdback.

2.4A.

Lock-Up; Leak-Out; No Registration Rights.

Each

Seller’s Transaction Shares shall be subject to lock-up and leak-out restrictions in the lock-up and leak-out agreement delivered

at Closing, which shall provide, at a minimum, that (a) fifty percent (50%) of each Seller’s Transaction Shares will be locked

up for six (6) months after Closing, (b) the remaining fifty percent (50%) of each Seller’s Transaction Shares will be locked up

for two (2) years after Closing, (c) during the applicable lock-up period no Seller may sell, transfer, assign, pledge, hypothecate,

loan, hedge, short sell, enter into derivatives, swaps or other economic transfer arrangements with respect to such Transaction Shares,

except for narrow transfers approved in writing by Parent and subject to joinder, and (d) after expiration of the applicable lock-up

period, any sales remain subject to applicable securities laws, Rule 144, Parent’s trading windows and pre-clearance procedures,

volume limitations, insider trading policy and any leak-out limitations. No Seller shall have any registration rights with respect to

the Transaction Shares unless expressly granted in a separate written agreement signed by Parent.

2.5.

Nasdaq and Share Cap Mechanics.

Parent

shall not be required to issue any Transaction Shares, and Buyer and Parent shall not be required to consummate the Transaction, unless

Parent has determined, in consultation with Nasdaq and Parent securities counsel, that the issuance complies with all applicable Nasdaq

Rules, including shareholder approval, voting rights, change of control and Listing of Additional Shares notification requirements. If

Parent determines that a share cap, delayed issuance, alternative closing mechanic or stockholder approval is required or advisable,

Parent may require such mechanic as a condition to Closing. No Seller shall be entitled to any penalty, premium, make whole, interest,

additional shares or alternative economic benefit solely because stockholder approval is not obtained or a Nasdaq limitation applies.

2.6.

Indemnity Holdback.

Transaction

Shares having an aggregate value equal to Five Hundred Forty Thousand Dollars ($540,000), calculated using the VWAP, shall be

deposited with an escrow agent or otherwise subject to contractual holdback at Closing for a period of eighteen (18) months after the

Closing Date, as specified in the escrow or holdback agreement, to secure the Sellers’ indemnification obligations. Parent may

withhold issuance of book entry shares or issue such shares in the name of an escrow agent, nominee or restricted account to act as custodians

for the Sellers, as Parent determines in good faith. The Indemnity Holdback Shares shall be allocated among the Sellers pro rata based

on their respective shares of the Purchase Price.

2.7.

Closing.

The

Closing shall take place remotely by electronic exchange of documents and signatures on the Closing Date, subject to satisfaction or

waiver of all conditions in Article VIII. The Closing Date is not an obligation of the Buyer or the Parent to close and does not limit

any condition, termination right or remedy.

2.8.

Withholding; Wire Verification.

Buyer

and Parent may deduct and withhold from any consideration payable under this Agreement any amounts required to be deducted and withheld

under applicable law. Any amounts properly withheld and paid to the appropriate authority shall be treated as paid to the applicable

Seller. Buyer and Parent may require customary wire verification, tax forms and payment instructions before releasing any cash consideration.

2.9

Working Capital Covenant.

Upon

the execution of the Agreement, Seller shall cause

Sellers’ attorney to maintain a Support Account in the amount of $50,000 allocated

from the Cash Consideration [Paragraph 2.3 above] in accordance with the Working Capital Support Amount [Paragraph 2.10 below] and, as

soon as the Trailing Working Capital and Working Capital Shortfall numbers are confirmed, the Sellers shall deliver to Buyer

a certificate, signed by each Seller and by an authorized officer of the Company, setting forth the Sellers’ good-faith calculation

of: (i) Trailing Twelve-Month Average Working Capital; (ii) Target Working Capital; (iii) Closing Working Capital;

and (iv) any Working Capital Shortfall (the “Stipulated Working Capital Certificate”).

Buyer hereby waives,

solely with respect to the Working Capital Shortfall, any right to recover such amount by setoff, by release from the Indemnity Holdback,

by cancellation or retention of Transaction Shares, by direct demand upon the Sellers, or by any other means.

(e) For the avoidance

of doubt, Section 9.7 is not waived, released or modified except to the extent expressly provided in Section 2.9A(c). Buyer retains its

rights under Section 9.7 in respect of any Working Capital Shortfall. Any rights reserved herein by Buyer expires 180 days after Closing.

(e) Without limiting

the forgoing, the Sellers shall not, and shall cause the Company not to, transfer any cash or other asset of the Company to or for the

benefit of any Seller or any Affiliate of any Seller, whether by dividend, distribution, redemption, return of capital, loan, advance,

repayment, fee, bonus or forgiveness of indebtedness, or otherwise cause the Working Capital of the Company immediately prior to the

Closing to be less than Closing Working Capital, other than by payment of employee compensation at existing rates and of trade obligations

to unaffiliated third parties, in each case in the ordinary course consistent with past practice.

2.10 Working Capital Support Amount.

In the event the

Stipulated Working Capital Certificate sets forth a Working Capital Shortfall in excess of $50,000, Sellers shall pay any Working Capital

Shortfall in excess of $50,000 by wire or transfer of immediately available funds into the Support Account. In the event the Stipulated

Working Capital Certificate sets forth a Working Capital Shortfall of less than $50,000, Sellers’ attorney is authorized to release

the funds in the Support Account in excess of the Working Capital Shortfall to the Sellers.

During the Support

Period, the Sellers’ attorney shall maintain the Support Amount in his attorney IOLA Account or an escrow account separate from

and not commingled with any other funds, and may apply the Support Amount solely to fund the Company’s normal business operating

cash requirements, including payroll, payroll taxes, employee benefits, vendor and supplier obligations, rent, insurance and other ordinary

course operating expenses, provided the Company’s available unrestricted cash insufficient to meet ordinary operating obligations

when due.

Upon expiration

of the Support Period, any remaining balance of the Support Amount shall be released to the Company without notice.

Notwithstanding

anything to the contrary in this Agreement, the Support Amount shall be treated for all purposes as a contribution to the capital of

the Company allocated from the Purchase Price, effective immediately following the Closing. The Support Amount shall not constitute as,

(a) a loan, an advance, a guarantee, or any other liability or obligation of the Company to Buyer, Sellers or any other Person; (b) any

portion of consideration payable to Sellers; or (c) an asset of, or an amount recoverable by, Buyer or Sellers.

2.11 Post-Closing Funding.

Neither Buyer

nor Parent shall have any obligation to contribute additional capital to, lend to, or otherwise fund the Company’s normal business

operation during the Support Period, except as explicitly set forth in Section 2.10.

ARTICLE

III - CLOSING DELIVERIES

3.1.

Seller and Company Deliveries.

or before the Closing, the Sellers and the Company shall deliver to Buyer and Parent the following, each in form and substance satisfactory

to Buyer and Parent:

(a) executed

stock powers, transfer instruments, ledger updates and other documents transferring the Purchased

Shares to Buyer free and clear of Encumbrances;

(b) final

audited financial statements and related audit support required by Section 6.2;

items, capitalization schedules, corporate records, good standing certificates, board and

stockholder approvals, officer certificates and secretary certificates;

(d) executed

lock-up and leak-out agreements from each Seller covering all Transaction Shares;

(e) executed

investor questionnaires and securities law representation agreements from each Seller, if

deemed applicable by the Parent;

(f) executed

intellectual property assignments, confirmatory invention assignments, contractor assignments,

account transfers, credential transfers and IP chain of title deliverables;

(g) executed

employment and restrictive covenant agreements from each Seller designated as an Executive

who will provide post-Closing services, including sale-of-business covenants to the maximum

extent permitted by applicable law;

(h) payoff

letters, lien releases, tax forms, wire instructions, third party consents, customer/vendor

notices and other closing deliverables requested by Buyer or Parent; and

(i) resignations,

appointments and board/stockholder actions necessary to implement the post-Closing governance

arrangements in Article VII.

3.2.

Buyer and Parent Deliveries.

the Closing, subject to satisfaction or waiver of all conditions, Buyer and Parent shall deliver the cash consideration, the Transaction

Shares net of the Indemnity Holdback Shares, the executed Ancillary Agreements to which Buyer or Parent is a party, the Support Amount

to the Support Account in accordance with Section 2.10, and the corporate approvals required for Buyer and Parent to consummate the

Transaction.

ARTICLE

IV - REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS

The

Company and each Seller, jointly and severally with respect to Company matters and severally with respect to such Seller individual matters,

represent and warrant to Buyer and Parent as follows:

4.1.

Organization; Good Standing.

The

Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all power

and authority to own its assets and conduct the Business. The Company is qualified to do business in each jurisdiction where qualification

is required, except where failure would not be material.

4.2.

Authority; Enforceability.

The

Company and each Seller have full power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to

which they are parties. All required corporate, stockholder and other actions have been or will be taken before Closing. This Agreement

and each Ancillary Agreement constitutes a valid and binding obligation enforceable against the Company and each Seller that is party

thereto.

4.3.

Title to Purchased Shares; Capitalization.

The

Sellers collectively own 100% of the issued and outstanding equity interests of the Company. The Purchased Shares are owned beneficially

and of record by the Sellers, free and clear of Encumbrances. The capitalization schedule delivered to Buyer is true, complete and fully

diluted and there are no options, warrants, convertible securities, SAFEs, phantom equity, profit participation rights, promises, voting

arrangements or other rights to acquire or share in the equity or economics of the Company except as disclosed in writing and accepted

by Buyer in writing.

4.4.

No Conflicts; Consents.

Execution,

delivery and performance of this Agreement and the Ancillary Agreements do not conflict with the Company’s organizational documents,

any law, contract, consent, order or Encumbrance applicable to the Company, any Seller, the Purchased Shares or the Business. All required

consents, notices, waivers and approvals are listed in the schedules and will be obtained before Closing unless waived by Buyer.

4.5.

Financial Statements; Books and Records.

The

Company’s financial statements and, when delivered, audited financial statements delivered to Buyer are true, complete and accurate

in all material respects, have been prepared in accordance with GAAP, fairly present the financial condition and results of operations

of the Company for the periods presented, and are derived from books and records maintained in the ordinary course. The Company maintains

complete and accurate books, records, bank accounts, ledgers and supporting documentation.

4.6.

No Undisclosed Liabilities.

The

Company has no liabilities, obligations, debt, guarantees, off balance sheet arrangements, unpaid taxes, accrued expenses or commitments

except those disclosed in the financial statements or otherwise and accepted by Buyer in writing.

4.7.

Taxes.

The

Company and each Seller have timely filed all tax returns required to be filed, paid all taxes due, withheld and remitted all payroll

and other withholding taxes, and maintained all tax records. There are no tax audits, claims, liens, nexus issues, sales/use tax exposures

or tax sharing arrangements except as disclosed and accepted by Buyer in writing.

4.8.

Intellectual Property; Technology; AI and Data Rights.

The

Company owns or validly controls, free and clear of Encumbrances, all intellectual property, software, source code, object code, AI models,

algorithms, model weights, prompts, training data rights, data sets, databases, documentation, inventions, trade secrets, know how, domain

names, accounts, credentials and other technology used or held for use in the Business. All Seller held or third party held Company related

rights have been assigned to the Company under enforceable written assignments. The Business does not infringe, misappropriate or violate

any third party rights. The Company has complied with all open source, data, privacy, cybersecurity and contractual obligations.

4.9.

Privacy; Cybersecurity.

The

Company has complied with all privacy policies, customer agreements, data processing agreements and applicable privacy, data security

and cybersecurity laws. There has been no data breach, security incident, unauthorized access, ransomware event, loss of data or regulatory

inquiry except as disclosed and accepted by Buyer in writing.

4.10.

Material Contracts.

Other

than the contracts disclosed in writing by the Sellers to the Buyer, there are no other material customer, vendor, reseller, license,

SaaS, subscription, employment, contractor, debt, lease, related party and other material contracts. Each such contract is valid and

in full force, and neither the Company nor, to the Knowledge of the Company or Sellers, any counterparty is in default.

4.11.

Employees; Contractors; Benefits.

The

Company has complied with all employment, labor, wage/hour, classification, benefits, immigration and workplace laws. All employees and

contractors who created or contributed to Company intellectual property have executed enforceable confidentiality and invention assignment

agreements. Other than has been disclosed in writing by the Sellers to the Buyer, the Company has no benefit plan, severance obligation,

collective bargaining agreement or employment claim.

4.12.

Compliance With Law; Litigation.

The

Company and the Sellers have complied with all laws applicable to the Business. Other than has been disclosed in writing by the Sellers

to the Buyer, the Company has no benefit plan, severance obligation, collective bargaining agreement or employment claim, there is no

litigation, arbitration, investigation, claim, order, audit, governmental inquiry or threatened proceeding affecting the Company, any

Seller, the Purchased Shares, the Business or the Transaction.

4.13.

Related Party Transactions.

Other

than has been disclosed by the Sellers to the Buyer, and approved by Buyer in writing, the Company has no benefit plan, severance obligation,

collective bargaining agreement or employment claim, there are no contracts, loans, advances, payments, licenses, leases, arrangements,

opportunities or other transactions between the Company and any Seller, Executive, affiliate, family member or related party.

4.14.

Brokers.

broker, finder, investment banker or similar Person is entitled to any fee or commission in connection with the Transaction based on

any arrangement made by the Company or any Seller.

4.15.

No Parent Insider Interest.

director, officer or substantial stockholder of Parent has any direct or indirect interest in the Company, the Sellers, the Purchased

Shares, the consideration payable in the Transaction or any related side arrangement, except as disclosed in writing to Parent and approved

by Parent disinterested directors and securities counsel.

4.16.

Investment Representations.

Each

Seller is acquiring Transaction Shares for investment and not with a view to distribution, is an accredited investor or otherwise satisfies

the requirements of the private placement exemption relied upon by Parent, has completed an investor questionnaire acceptable to Parent,

understands that the Transaction Shares are restricted securities, and has not been offered Transaction Shares by general solicitation

or general advertising.

4.17.

No Trading; MNPI.

Neither

the Company nor any Seller has traded in Parent securities while in possession of material nonpublic information or disclosed material

nonpublic information concerning Parent except as permitted by a written confidentiality agreement or this Agreement.

ARTICLE

V - REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT

Buyer

and Parent represent and warrant to the Sellers as follows:

5.1.

Organization; Authority.

Buyer

is a Delaware limited liability company duly formed and validly existing under Delaware law. Parent is a Delaware corporation duly organized

and validly existing under Delaware law. Each of Buyer and Parent has the power and authority to execute, deliver and perform this Agreement

and the Ancillary Agreements to which it is a party.

5.2.

Enforceability; No Conflicts.

This

Agreement and each Ancillary Agreement to which Buyer or Parent is a party constitutes a valid and binding obligation enforceable against

Buyer or Parent, as applicable. Execution, delivery and performance do not conflict with Buyer or Parent organizational documents or

any law or material contract applicable to Buyer or Parent, subject to Nasdaq Rules and securities law compliance.

5.3.

Transaction Shares.

When

issued in accordance with this Agreement, the Transaction Shares will be duly authorized, validly issued, fully paid and nonassessable,

subject to restrictions under applicable securities laws, Nasdaq Rules, the lock-up and leak-out agreements, the investor questionnaires,

legends, stop transfer instructions and this Agreement.

5.4.

SEC Reports; Nasdaq.

Parent

files reports with the Securities and Exchange Commission and its common stock is listed on The Nasdaq Stock Market LLC. Parent’s

obligation to issue Transaction Shares and consummate the Transaction is subject to compliance with all securities laws, SEC reporting

requirements and Nasdaq Rules.

5.5.

Brokers.

broker, finder, investment banker or similar Person is entitled to any fee or commission from the Sellers or the Company based on any

arrangement made by Buyer or Parent.

ARTICLE

VI - PRE-CLOSING COVENANTS

6.1.

Conduct of Business Before Closing.

From

the date of this Agreement through the Closing or earlier termination, the Company and the Sellers shall operate the Business in the

ordinary course consistent with past practice, preserve the Business, assets, employees, customers, vendors, data, goodwill and intellectual

property, maintain accurate books and records, and comply with applicable law. Without Buyer’s prior written consent, the Company

and the Sellers shall not issue equity, incur debt, grant liens, transfer assets or IP, enter into material contracts, change compensation,

make distributions, settle claims, change accounting methods, make tax elections, enter related party arrangements or take any action

that would impair or delay the Transaction or Buyer’s post-Closing operation of the Company.

6.2.

Audited Financial Statements.

later than the Closing Date, the Company shall deliver final audited financial statements for all periods required by Parent’s

independent registered public accounting firm and securities counsel, together with auditor reports, management representation letters,

trial balances, general ledgers, bank statements, revenue schedules, customer and vendor schedules, debt schedules, tax workpapers, auditor

consents and other support requested by Buyer, Parent or their respective advisors. The audited financial statements must be prepared

in accordance with GAAP and audited by an independent accounting firm acceptable to Parent and capable of providing audit reports, consents

and support required for Parent SEC filings.

6.3.

Diligence Access.

The

Company and the Sellers shall provide Buyer, Parent and their representatives prompt access to personnel, records, contracts, code repositories,

financial data, audit materials, tax records, data room materials, corporate records, bank information, systems, credentials and other

information requested by Buyer or Parent.

6.4.

Nasdaq; SEC; Public Disclosures.

Parent

shall have sole control over all SEC filings, Nasdaq notifications, press releases, investor communications and public company disclosures

relating to Parent or the Transaction. The Company and the Sellers shall provide all information, cooperation, certificates, consents

and support reasonably requested by Parent for SEC, Nasdaq, auditor, board, lender and public company compliance purposes.

6.5.

No Trading.

The

Company and the Sellers shall not, and shall cause their representatives not to, buy, sell, short, hedge, pledge, lend, trade or enter

into any derivative or other transaction involving Parent securities while in possession of material nonpublic information or otherwise

in violation of applicable securities laws or Parent policies.

6.6.

IP Cleanup.

Before

Closing, the Company and the Sellers shall ensure that the Company owns, free and clear of Encumbrances, all intellectual property, technology,

data, accounts, credentials, contracts and assets used or held for use in the Business. The Sellers shall execute, and shall cause all

necessary third parties under their control to execute, assignments, confirmations, account transfers and other instruments requested

by Buyer or Parent.

6.7.

Employment and Restrictive Covenant Agreements.

Each

Seller designated as an Executive who will provide post-Closing services shall devote full-time professional efforts to the Company following

the Closing, subject to the terms of such Executive’s definitive employment agreement, and shall execute an employment and restrictive

covenant agreement in form and substance satisfactory to Buyer and Parent, including sale-of-business covenants to the maximum extent

permitted by applicable law.

6.8.

Further Assurances.

Each

Party shall execute and deliver additional documents and take additional actions reasonably requested by Buyer or Parent to consummate

the Transaction and give effect to this Agreement and the Ancillary Agreements. The Parties acknowledge that any employment, compensation,

equity incentive or severance arrangements shall not constitute purchase consideration.

6.9.

Exclusivity; No-Shop.

From

the date of this Agreement until the earlier of the Closing and the termination of this Agreement, the Company and the Sellers shall

not, directly or indirectly, solicit, initiate, encourage, entertain, negotiate, accept or enter into any proposal or transaction involving

any sale of equity, sale of assets, merger, consolidation, investment, financing, recapitalization or similar transaction involving the

Company or the Business, other than with Buyer and Parent, and shall promptly notify Buyer and Parent of any inquiry or proposal relating

to any such transaction, including the identity of the contacting party and the material terms of the inquiry or proposal.

The

Company and the Sellers shall cause their respective Affiliates, representatives, advisors, agents and controlled entities to comply

with this Section 6.9.

ARTICLE

VII - POST-CLOSING GOVERNANCE AND RETAINED EQUITY COVENANTS

7.1.

Board Composition.

Effective

immediately after the Closing, the Company’s board of directors shall consist of three (3) directors unless Buyer approves another

number as permitted by and through the Company’s by-laws and a majority shareholder vote. Buyer shall have the right to designate

at least two (2) directors and the Sellers, acting by majority of the retained shares held by the Sellers, may designate one (1) director,

subject to Buyer’s approval, not to be unreasonably withheld, conditioned or delayed.

7.2.

Officers; Bank Authority; Controls.

Buyer

shall have approval rights over the Company’s chief executive officer, chief financial officer or finance lead, bank signatories,

accounting systems, budgets, cash management, reporting calendar, internal controls and public company reporting support as permitted

by and through the Company’s by-laws and Board of Directors. No Executive shall have authority to bind the Company, Buyer or Parent

except as expressly authorized in writing by the Company board or Buyer.

7.3.

Reserved Matters.

Following

the Closing and for so long as Buyer owns a majority of the Company’s outstanding voting power, without Buyer’s prior written

approval, the Company and the Sellers shall not cause or permit the Company to: issue or repurchase equity; incur debt; grant liens;

sell or license material assets or IP outside the ordinary course; enter material contracts; approve budgets or expenditures above thresholds

approved by Buyer; hire or terminate senior personnel; change compensation outside approved budgets; enter related party transactions;

declare dividends; make tax elections; settle litigation; amend organizational documents; approve any merger, sale, financing, recapitalization

or liquidation; or take any action inconsistent with Buyer majority ownership or Parent public company obligations.

7.4.

Transfer Restrictions on Retained Company Equity.

Following

the Closing, no Seller shall sell, assign, pledge, encumber, gift, hedge or otherwise transfer any retained Company equity without Buyer’s

prior written consent, except estate planning transfers approved by Buyer that remain subject to this Agreement. Any prohibited transfer

shall be void ab initio. The Parties shall enter into a formal shareholders agreement at Closing.

7.5.

Right of First Refusal.

Prior

to the Closing, if any Seller receives or desires to accept a bona fide offer to transfer retained Company equity, Buyer shall have a

right of first refusal to purchase such equity on the same terms. The Seller shall provide Buyer detailed written notice of the proposed

transfer, and Buyer shall have thirty (30) days to elect to purchase all or any portion of the offered equity.

7.6.

Information and Audit Support.

Prior

to the Closing, the Company and the Sellers shall provide Parent and Buyer continuing access to financial statements, books, records,

bank statements, tax records, customers, contracts, auditors, personnel, systems and other information required for Parent SEC reporting,

audit, internal control, tax and compliance obligations.

7.7.

Survival; Covenants Run With Shares.

The

covenants in this Article VII shall survive the Closing and bind each Seller and any permitted transferee of retained Company equity.

Each Seller shall cause any permitted transferee to execute a joinder acceptable to Buyer and Parent before any transfer.

ARTICLE

VIII - CONDITIONS TO CLOSING

8.1.

Mutual Conditions.

The

obligations of the Parties to consummate the Closing are subject to: execution and delivery of all Ancillary Agreements; receipt of required

corporate, stockholder, board, governmental, regulatory and third party approvals; absence of any law, order, injunction, proceeding

or governmental action prohibiting or materially impairing the Transaction; and completion of all required corporate authorizations by

Buyer, Parent, the Company and the Sellers.

8.2.

Conditions to Buyer and Parent Obligations.

Buyer’s

and Parent’s obligations to consummate the Closing are subject to the Parent’s satisfactory completion of diligence, execution

of the Ancillary Agreements, and satisfaction or waiver by Buyer and Parent of the following conditions:

(a) delivery

by the Closing Date of final audited Company financial statements and audit support acceptable

to Parent, Parent auditors and Parent securities counsel;

(b) Buyer

and Parent satisfactory completion of legal, financial, accounting, tax, IP, technology,

software, AI/model, data/privacy, cybersecurity, employment, commercial and operational diligence;

of clean Company capitalization, title to the Purchased Shares, absence of undisclosed equity

rights, debt, liens, SAFEs, phantom equity, profit participation rights or ownership claims;

(d) execution

of all Ancillary Agreements and delivery of all closing deliverables;

(e) assignment

to the Company of all Seller held or third party held IP, assets, domains, repositories,

credentials, data rights and other assets used or held for use in the Business;

(f) receipt

of all consents, waivers, notices, approvals or confirmations required under Buyer or Parent

financing arrangements, debt instruments, security agreements, Nasdaq Rules, charter documents,

board approvals and material contracts;

(g) Parent

satisfaction with Nasdaq and SEC disclosure and compliance requirements, including any Listing

of Additional Shares notification, Form 8-K requirements, financial statement requirements

and absence of any required Parent stockholder approval unless obtained;

(h) no

material adverse change in the Company, its assets, financial condition, prospects, technology,

customers, employees, capitalization or Business;

(i) no

undisclosed liabilities, unpaid taxes, off balance sheet obligations, litigation, government

inquiries, employment claims, IP claims or related party arrangements unacceptable to Buyer

or Parent; and

(j) Buyer

and Parent board, member, manager, disinterested committee or other corporate approvals deemed

necessary or advisable by Buyer or Parent.

8.3.

Conditions to Seller Obligations.

The

Sellers’ obligations to consummate the Closing are subject to Buyer and Parent execution and delivery of the Ancillary Agreements

to which they are parties, payment of the cash consideration and issuance or escrow of the Transaction Shares in accordance with this

Agreement, subject to all applicable escrow, holdback, securities law, Nasdaq and transfer restrictions, and receipt of Buyer and Parent

approvals required for Buyer and Parent to consummate the Transaction.

ARTICLE

IX - INDEMNIFICATION

9.1.

Survival.

Representations

and warranties shall survive the Closing for eighteen (18) months, except that Fundamental Representations, tax matters, IP/title matters,

restrictive covenants, fraud, willful misconduct and intentional misrepresentation shall survive for the applicable statute of limitations

or the maximum period permitted by law.

9.2.

Seller Indemnity.

The

Sellers shall indemnify, defend and hold harmless Buyer, Parent, the Company and their Affiliates, directors, officers, employees, agents,

representatives and successors from and against all Losses arising from: breaches of representations or warranties; breaches of covenants;

taxes; title to Purchased Shares; capitalization defects; IP or data defects; undisclosed liabilities; debt or liens; employment or contractor

claims; related party arrangements; brokers; fraud; and willful misconduct.

9.3.

Buyer and Parent Indemnity.

Buyer

and Parent shall indemnify the Sellers from and against Losses arising from Buyer’s or Parent’s breach of their representations,

warranties or covenants, subject to the limitations in this Article IX.

9.4.

Limitations.

Except

for Fundamental Representations, taxes, IP/title matters, restrictive covenants, fraud, willful misconduct and intentional misrepresentation,

the Sellers aggregate liability shall be capped at the Indemnity Holdback Shares and claims shall be subject to a deductible basket of

Twenty-Five Thousand Dollars ($25,000). Fundamental, tax, IP/title and capitalization claims shall be capped at the Purchase Price. Fraud,

willful misconduct and intentional misrepresentation shall not be capped.

9.5.

Setoff and Holdback.

Buyer

and Parent may recover indemnifiable Losses from the Indemnity Holdback Shares and may set off finally determined or good faith pending

claims against any amounts or shares otherwise payable or releasable to any Seller, without limiting other remedies.

9.6.

Procedures.

The

escrow or holdback agreement shall include customary procedures for third party claims, direct claims, defense control, settlement consent,

release of holdback shares and dispute resolution. Buyer and Parent shall not be required to release disputed holdback shares until the

applicable claim is finally resolved.

9.7.

Working Capital Shortfall Indemnity.

From

and until thirty (30) days after the Closing, the Sellers shall, jointly and severally, indemnify, defend and hold harmless Buyer, Parent,

the Company and their respective Affiliates, representatives, successors and assigns from and against any and all Losses arising out

of, resulting from or relating to: (a) any failure by the Sellers to fund the Support Account in the amount in excess of $50,000

required under Section 2.10; or (b) any understatement of liabilities, overstatement of assets, manipulation of Working Capital or inaccuracy

in the Stipulated Working Capital Certificate or its supporting schedules. Any amount recoverable under this Section shall be payable

on a dollar-for-dollar basis and shall not be subject to any deductible, basket, threshold, de minimis amount or cap otherwise

applicable under this Agreement. Buyer may recover such amount, at its election, by setoff against any amount otherwise payable

or releasable to the Sellers, by release from the Indemnity Holdback, by cancellation or retention of Transaction Shares,

or by direct payment from the Sellers within five (5) Business Days after written demand and reasonable supporting documentation.

ARTICLE

X - TERMINATION

10.1.

Termination Rights.

This

Agreement may be terminated before Closing: by mutual written agreement of Buyer, Parent, the Company and the Sellers; by Buyer or Parent

at any time, in its sole discretion, by written notice to the Company and the Sellers; automatically upon the Company’s failure

to deliver audited financial statements acceptable to Parent by the Closing Date, unless Buyer or Parent elects otherwise in writing;

by Buyer or Parent upon any breach by the Company or any Seller that would cause a closing condition not to be satisfied; by the Company

or Sellers upon any material breach by Buyer or Parent that would cause a closing condition not to be satisfied and is not cured within

ten (10) days after notice; automatically if Parent determines that the Transaction cannot be consummated in compliance with Nasdaq Rules

or securities laws without Parent stockholder approval that has not been obtained; or as otherwise provided herein.

10.2.

Effect of Termination.

Upon

termination, this Agreement shall have no further effect except for provisions concerning confidentiality, public disclosures, no trading,

expenses, brokers, governing law, forum, remedies, indemnity for pre-termination breaches and other provisions that by their nature survive.

Termination shall not relieve any Party from liability for fraud, willful misconduct or pre-termination breach, and, with respect to

any breach by the Company or any Seller of the exclusivity, no-shop or interim operating covenants, Buyer and Parent shall be entitled

to equitable relief and reimbursement of all documented out-of-pocket fees and expenses incurred by Buyer, Parent and their representatives

in connection with the Transaction, without limiting any other remedies.

ARTICLE

XI - MISCELLANEOUS

11.1.

Governing Law; Forum.

This

Agreement and all disputes arising out of or relating to this Agreement or the Transaction shall be governed by Delaware law, without

regard to conflict of law rules that would result in the application of the laws of another jurisdiction. Each Party irrevocably submits

to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction,

the state or federal courts located in Delaware.

11.2.

Waiver of Jury Trial.

EACH

PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING

TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTION.

11.3.

Public Announcements.

Parent

shall control all SEC filings, Nasdaq notifications, press releases, investor communications, public-company disclosures and other public

disclosures relating to Parent or the Transaction. No Seller or Company representative shall make any public statement, social media

post, customer communication, employee communication or investor communication concerning Parent, Buyer, the Transaction or the Ancillary

Agreements without Parent’s prior written consent except as required by law after reasonable advance notice to Parent.

11.3A.

Confidentiality.

The

existence and terms of this Agreement, the Ancillary Agreements, the Transaction and all non-public information exchanged in connection

with the Transaction are confidential and may not be disclosed by the Company, any Seller or any of their respective Affiliates or representatives

except to representatives, advisors, financing sources, auditors and prospective financing sources who need to know such information

for purposes of evaluating or consummating the Transaction and who are informed of its confidential nature, or as required by applicable

law after reasonable advance notice to Parent. Any existing confidentiality agreement remains in effect, and in the event of conflict,

the provision more protective of Parent and its information shall control. Notwithstanding the foregoing, Parent may make any disclosure

it determines in good faith is required or advisable under securities laws, Nasdaq Rules, Regulation FD, SEC reporting obligations, auditor

requirements, board processes, financing arrangements, court order, subpoena, legal process or governmental, regulatory or self-regulatory

inquiry, and Parent shall have sole control over the timing, content and manner of such disclosure.

11.3B.

Expenses.

Except

as otherwise expressly provided in this Agreement or unless Parent expressly agrees otherwise in writing, each Party shall bear its own

fees and expenses incurred in connection with this Agreement, the Transaction and the Ancillary Agreements; provided that the Company

and the Sellers shall be responsible for all of their own legal, accounting, audit, tax, advisory and broker fees, including costs associated

with preparing the audited financial statements. All Transaction Expenses of the Company and the Sellers that are unpaid as of Closing

shall be treated as current liabilities for Working Capital purposes unless Parent expressly agrees in writing otherwise. The Sellers

shall indemnify Buyer and Parent for any broker, finder, investment banker or similar fee or commission arising from any arrangement

made by the Company or any Seller.

11.4.

Entire Agreement; Amendments.

This

Agreement, the Ancillary Agreements, disclosures and any surviving binding provisions of the LOI or confidentiality agreement constitute

the entire agreement among the Parties and supersede all prior understandings concerning the Transaction. This Agreement may be amended

only by a written instrument signed by Buyer, Parent, the Company and Sellers holding a majority of the Seller-held Company equity immediately

before Closing, except that any amendment disproportionately adverse to a Seller shall require that Seller consent.

11.5.

Counterparts; Electronic Signatures.

This

Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together

constitute one instrument.

SIGNATURE

PAGE

The

Parties have executed this Stock Purchase Agreement as of the date first written above.

AETHER COMPUTE LLC

By:

/s/

Nicolas Lin

Name:

Nicolas Lin

Title:

CEO

AETHER HOLDINGS, INC.

By:

/s/

Nicolas Lin

Name:

Nicolas Lin

Title:

Chairman of the Board

and CEO

NOVIANT INC.

By:

/s/

Kevin Wang

Name:

Kevin Wang

Title:

CEO

/s/

Kevin Wang

Kevin

Wang

/s/ Jin

Yi Wang

Jin

Yi Wang

/s/

James L. Mo

James

L. Mo

/s/ Enbo

B. Zeng

Enbo

B. Zeng

SCHEDULE

Purchased

Shares and Consideration Allocation

EX-4.1

Filename: ex4-1.htm · Sequence: 3

Exhibit

4.1

SECURED

PROMISSORY NOTE

August 5, 2026

U.S. $1,620,000.00

FOR

VALUE RECEIVED, Aether Holdings, Inc., a Delaware corporation (“Borrower”),

hereby unconditionally promises to pay to Streeterville Capital, LLC, a Utah limited liability

company, or its successors or assigns (“Lender”), $1,620,000.00 and any interest, fees, charges, and late fees accrued

hereunder on the date that is eighteen (18) months after the Purchase Price Date (the “Maturity Date”) in accordance

with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of eight percent (8%) per annum from the Purchase

Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised

of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. This Secured

Promissory Note (this “Note”) is issued and made effective as of the date set forth above (the “Effective

Date”). This Note is issued pursuant to that certain Note Purchase Agreement dated August 5, 2026, as the same may

be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”). Certain capitalized terms

used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.

This

Note carries an OID of $120,000.00. The OID is included in the initial principal balance of this Note and is deemed to be fully earned

and non-refundable as of the Purchase Price Date. The purchase price for this Note shall be $1,500,000.00 (the “Purchase Price”),

computed as follows: $1,620,000.00 original principal balance, less the OID.

1. Note

Terms.

1.1. Payment.

All payments owing hereunder shall be in lawful money of the United States of America as provided for herein and delivered to Lender

at the address or bank account furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection,

if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.

1.2. Prepayment.

Borrower may prepay this Note in full earlier than it is due. If Borrower exercises its right to prepay this Note, Borrower shall make

payment to Lender of an amount in cash equal to 110% multiplied by the Outstanding Balance. Early payments of less than all principal,

fees and interest outstanding will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s remaining obligations

hereunder.

1.3. Monitoring

Fee. In the event this Note is outstanding on the six (6) month anniversary of the Purchase Price Date (the “Monitoring

Fee Date”), then Borrower will be charged a one-time fee to cover Lender’s accounting, legal and other costs incurred

in monitoring this Note equal to the Outstanding Balance divided by .85 less the Outstanding Balance (the “Monitoring

Fee”). The Monitoring Fee will be automatically added to the Outstanding Balance on the Monitoring Fee Date. By way of example

only, if the Outstanding Balance on the Monitoring Fee Date were $1,000,000.00, then the Monitoring Fee added to the Outstanding Balance

would be $176,471.00 ($1,000,000.00/.85 - $1,000,000.00). Notwithstanding the foregoing, the Monitoring Fee and interest accrued on the

Monitoring Fee will be forgiven, on a pro rata basis, each time Borrower makes a cash payment hereunder if on the date of such payment

any of the following conditions is true: (a) the twenty (20) day median dollar trading volume of the Common Shares is less than $250,000.00;

(b) the closing bid price for the Common Shares is less than $1.00 for each of the last thirty (30) Trading Days; or (c) Borrower is

in the delisting protocol with Nasdaq.

2. Security.

This Note is secured by the Security Agreement (as defined in the Purchase Agreement), the IP Security Agreement (as defined in the Purchase

Agreement), and the Guaranty (as defined in the Purchase Agreement).

3. Redemptions.

3.1. Monthly

Redemptions. Beginning on the six (6) month anniversary of the Purchase Price Date, Lender shall have the right, exercisable at any

time in its sole and absolute discretion, to redeem up to the Maximum Monthly Redemption Amount (such amount, the “Redemption

Amount”) per calendar month by providing written notice to Borrower (each, a “Redemption Notice”). For the

avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month. Upon receipt of a Redemption

Notice, Borrower shall pay the applicable Redemption Amount to Lender in cash within three (3) Trading Days.

3.2. Limited

Redemptions. Beginning on the six (6) month anniversary of the Purchase Price Date, if at any time thereafter a Limited Redemption

Event occurs, Lender shall have the right to submit a Redemption Notice in an amount up to the Maximum Limited Redemption Amount at any

time during the applicable Limited Redemption Window (“Limited Redemptions”). Borrower must pay the applicable Limited

Redemption amount to Lender in cash within three (3) Trading Days of delivery of the applicable Redemption Notice. For the avoidance

of doubt, Limited Redemptions will not count toward the Maximum Monthly Redemption Amount.

4. Trigger

Events, Defaults and Remedies.

4.1. Trigger

Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails to pay

any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other similar

official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20)

days or shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent or generally fails to pay, or admits

in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Borrower makes a general

assignment for the benefit of creditors; (e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic

or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (g) Borrower enters into a definitive agreement

that contemplates a Fundamental Transaction that does not include as a condition to closing the full repayment of this Note, or Borrower

consummates a Fundamental Transaction where this Note is not repaid in full at the closing of such Fundamental Transaction; (h) Borrower

fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement; (i) Borrower defaults or otherwise fails to

observe or perform any material covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction

Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase

Agreement; (j) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any

Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any

material respect when made or furnished; (k) Borrower effectuates a reverse split of its Common Shares without twenty (20) Trading Days

prior written notice to Lender; (l) any money judgment, writ is entered or filed against Borrower or any subsidiary of Borrower or any

of its property or other assets for more than $500,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20)

calendar days unless otherwise consented to by Lender; or (m) Borrower or any subsidiary of Borrower, breaches any covenant or other

term or condition contained in any Other Agreements in a material respect.

4.2. Trigger

Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the Outstanding Balance

by applying the Trigger Effect (subject to the limitation set forth below).

4.3. Defaults.

At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower demanding that Borrower

cure the Trigger Event within five (5) Trading Days. If Borrower fails to cure the Trigger Event within the required five (5) Trading

Day cure period, the Trigger Event will automatically become an event of default hereunder (an “Event of Default”).

4.4. Default

Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this Note by

written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount.

Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (b) – (f) of Section 4.1, an Event

of Default will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become

immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender

for the Trigger Event to become an Event of Default. At any time following the occurrence of any Event of Default, upon written notice

given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred

at an interest rate equal fifteen percent (15%) per annum (“Default Interest”). In connection with acceleration described

herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender

may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies

available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder

and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment. No such rescission

or annulment shall affect any subsequent Trigger Event or Event of Default or impair any right consequent thereon. Nothing herein shall

limit Lender’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of

specific performance and/or injunctive relief.

5. Unconditional

Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower

not subject to offset, deduction or counterclaim of any kind. Borrower hereby knowingly, voluntarily and irrevocably waives any rights

of offset, counterclaim, defense or recoupment it now has or may have hereafter against Lender, its successors and assigns, and agrees

to make the payments called for herein in accordance with the terms of this Note.

6. Waiver.

No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver.

No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other

prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to

provide a waiver or consent in the future except to the extent specifically set forth in writing.

7. Governing

Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,

interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any

choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application

of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper

venue for any disputes are incorporated herein by this reference.

8. Arbitration

of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions (as defined

in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.

9. Amendments.

The written consent of both parties hereto shall be required for any change or amendment to this Note.

10. Assignments.

Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold, assigned or transferred

by Lender to its affiliates without the consent of Borrower.

11. Notices.

Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with

the subsection of the Purchase Agreement titled “Notices.”

12. Liquidated

Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender’s

damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict

future interest rates and other relevant factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default

Interest or other charges assessed under this Note are not penalties but instead are intended by the parties to be, and shall be deemed,

liquidated damages.

13. Severability.

If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower

and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.

BORROWER:

Aether

Holdings, Inc.

By:

/s/

Kuan Liang Lin

Kuan Liang Lin, Chief Executive

Officer

ACKNOWLEDGED, ACCEPTED AND AGREED:

LENDER:

Streeterville Capital, LLC

By:

/s/ John Fife

John Fife, President

[Signature

Page to Secured Promissory Note]

ATTACHMENT

DEFINITIONS

For

purposes of this Note, the following terms shall have the following meanings:

A1. “Common

Shares” means shares of Borrower’s common stock, par value $0.001.

A2. “Fundamental

Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,

consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving corporation) any other person

or entity, (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, sell, lease,

license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other

person or entity, (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, allow

any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than fifty percent (50%)

of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or persons

making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange offer),

(iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share

purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme

of arrangement) with any other person or entity whereby such other person or entity acquires more than fifty percent (50%) of the outstanding

shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making

or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement

or other business combination), (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,

reorganize, recapitalize or reclassify the Common Shares or preferred shares, other than an increase in the number of authorized Common

Shares or preferred shares, (vi) Borrower transfers any material asset to any subsidiary, affiliate, person or entity under common ownership

or control with Borrower, or (vii) Borrower pays or makes any monetary or non-monetary dividend or distribution to its shareholders;

or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934

Act (as defined in the Purchase Agreement) and the rules and regulations promulgated thereunder) is or shall become the “beneficial

owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than fifty percent (50%) of the aggregate

ordinary voting power represented by issued and outstanding voting stock of Borrower.

A3. “Limited

Redemption Event” means that on any given Trading Day the Common Shares trade at a price that is at least ten percent (10%)

greater than the Nasdaq Minimum Price for such Trading Day.

A4. “Limited

Redemption Window” means the period beginning on the date a Limited Redemption Event occurs and ending on the date that is

five (5) Trading Days after the date the Limited Redemption Event occurs. For the avoidance of doubt, more than one (1) Limited Redemption

Window may be open at the same time.

A5. “Major

Trigger Event” means any Trigger Event occurring under Sections 4.1(a) - 4.1(h).

A6. “Mandatory

Default Amount” means the Outstanding Balance following the application of the Trigger Effect.

A7. “Maximum

Limited Redemption Amount” means ten percent (10%) of the cumulative daily dollar trading volume on the Trading Day that a

Limited Redemption Event occurs; measured as the cumulative daily dollar trading volume on all exchanges beginning at 4:01 PM Eastern

Time on the Trading Day before the occurrence of the Limited Redemption Event and ending at 4:00 PM Eastern Time on the Trading Day during

which the Limited Redemption Event occurs.

A8. “Maximum

Monthly Redemption Amount” means $125,000.00.

A9. “Minor

Trigger Event” means any Trigger Event that is not a Major Trigger Event.

A10. “Nasdaq

Minimum Price” means the Minimum Price as defined under Nasdaq Rule 5635(d).

A11. “OID”

means original issue discount.

A12. “Other

Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower (or an

affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any agreement filed by the Borrower pursuant to

Item 1.01 of Reg S-K.

A13. “Outstanding

Balance” means as of any date of determination, the Purchase Price, plus the OID, as reduced or increased, as the case may

be, pursuant to the terms hereof for payment, offset, or otherwise, accrued but unpaid interest incurred under this Note.

A14. “Purchase

Price Date” means the date the Purchase Price is delivered by Lender to Borrower.

A15. “Trading

Day” means any day on which Borrower’s principal market is open for trading.

A16. “Trigger

Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred by (a) fifteen percent

(15%) for each occurrence of any Major Trigger Event, or (b) five percent (5%) for each occurrence of any Minor Trigger Event, and then

adding the resulting product to the Outstanding Balance as of the date the applicable Trigger Event occurred, with the sum of the foregoing

then becoming the Outstanding Balance under this Note as of the date the applicable Trigger Event occurred; provided, however, that the

Trigger Effect will not be applied more than three (3) times for Major Trigger Events or more than three (3) times for Minor Trigger

Events.

EX-10.1

Filename: ex10-1.htm · Sequence: 4

Exhibit

10.1

FORM

OF LOCK-UP AND LEAK-OUT AGREEMENT

THIS

LOCK-UP AND LEAK-OUT AGREEMENT (this “Agreement”) is entered into as of August 7, 2026, by and among Aether

Holdings, Inc., a Delaware corporation (“Parent” or “Issuer”), Aether Compute LLC, a Delaware limited liability

company (“Buyer”), and [FOUNDER NAME] (“Holder”).

RECITALS

Buyer, Parent, Noviant Inc. and the founders of Noviant are entering into a stock purchase

agreement of even date herewith (the “Stock Purchase Agreement”) pursuant to which Buyer will acquire sixty percent (60%)

of the issued and outstanding equity of Noviant Inc. from the founders.

Parent will issue restricted shares of Parent common stock to Holder as consideration provided

on behalf of Buyer under the Stock Purchase Agreement.

As a material inducement to Buyer and Parent to enter into and consummate the transaction,

Holder is agreeing to the transfer restrictions, lock-up, leak-out, no hedging, no short sale and other covenants set forth herein.

AGREEMENT

Definitions.

“Lock-Up

Shares” means all shares of Parent common stock issued or issuable to Holder in connection with the Stock Purchase Agreement, including

any shares issued as dividends, splits, recapitalizations, replacements or substitutions.

“Transfer”

means any sale, assignment, pledge, hypothecation, gift, hedge, swap, short sale, derivative, loan, encumbrance, option or other transfer

or disposition of economic, voting or beneficial ownership.

Six-Month Lock-Up for First Tranche.

Holder

shall not Transfer fifty percent (50%) of the Lock-Up Shares until the date that is six (6) months after the Closing Date, subject at

all times to applicable securities laws, Rule 144, Parent insider trading policy, trading windows, pre-clearance requirements, this Agreement

and the Stock Purchase Agreement.

Two-Year Lock-Up for Second Tranche.

Holder

shall not Transfer the remaining fifty percent (50%) of the Lock-Up Shares until the date that is two (2) years after the Closing Date,

subject at all times to applicable securities laws, Rule 144, Parent insider trading policy, trading windows, pre-clearance requirements,

this Agreement and the Stock Purchase Agreement.

No Hedging, Shorting or Pledging.

Holder

shall not, directly or indirectly, hedge, short, sell against the box, pledge, lend, hypothecate, enter into swaps, collars, prepaid

forwards, options or other derivative transactions, or otherwise transfer economic risk or voting power with respect to any Lock-Up Shares

during the applicable lock-up period.

Permitted Transfers.

The

only permitted transfers during a lock-up period are transfers approved in advance in writing by Parent, estate-planning transfers to

a trust or entity controlled by Holder, transfers by will or intestacy, or transfers required by court order, in each case only if the

transferee executes a joinder acceptable to Parent and Buyer and the transfer complies with securities laws and Parent policies. Parent

may withhold approval in its sole discretion for any transfer that could create securities-law, Nasdaq, tax, accounting, control, reputational

or market risk.

Leak-Out After Lock-Up.

After

expiration of the applicable lock-up period, Holder may sell Lock-Up Shares only in compliance with applicable securities laws, Rule

144, Parent insider trading policy, trading windows, pre-clearance, volume limitations, manner of sale requirements, broker instructions

and any additional leak-out limitations imposed by Parent in good faith to protect orderly trading and compliance. Parent may require

Holder to use a broker approved by Parent whose fees shall be reasonable not exceed customary and to provide advance sale notices.

Restricted Securities; Legends.

Holder

acknowledges that the Lock-Up Shares have not been registered under the Securities Act of 1933 or state securities laws, constitute restricted

securities, and will bear restrictive legends and be subject to stop-transfer instructions. Parent transfer agent may refuse to transfer

any Lock-Up Shares unless Parent has received evidence satisfactory to it that the transfer complies with this Agreement and applicable

law.

Indemnity Holdback Shares.

This

Agreement does not limit Buyer or Parent rights under the Stock Purchase Agreement to escrow, hold back, retain, cancel, set off against

or otherwise restrict any Lock-Up Shares to secure indemnification or other obligations to the extent permitted under the Stock Purchase

Agreement. Any release from lock-up shall not release any escrow, holdback, legend, securities-law restriction or indemnity claim.

MNPI and Policies.

Holder

shall not trade in Parent securities while in possession of material nonpublic information or in violation of Parent insider trading

policy, pre-clearance procedures or applicable law. Holder shall return or destroy Parent confidential information upon request and shall

not tip or disclose material nonpublic information to any other person.

10.

Remedies.

Holder

acknowledges that breach of this Agreement would cause irreparable harm to Parent and Buyer. Parent and Buyer shall be entitled to specific

performance, injunctive relief, stop-transfer instructions, cancellation or escrow remedies and all other remedies available at law or

in equity, without posting bond.

11.

Amendment; Waiver.

This

Agreement may be amended only by a written instrument signed by Parent, Buyer and Holder. Any waiver must be in writing and shall apply

only to the specific instance for which given.

12.

Governing Law; Forum; Jury Waiver.

This

Agreement shall be governed by Delaware law. Each party submits to the exclusive jurisdiction of the Court of Chancery of the State of

Delaware or, if such court lacks subject matter jurisdiction, the state or federal courts located in Delaware. EACH PARTY WAIVES ANY

RIGHT TO TRIAL BY JURY.

13.

Counterparts; Electronic Signatures.

This

Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

[Execution

page follows]

AETHER HOLDINGS, INC.

By:

Name:

Nicolas Lin

Title:

Chairman of the Board and CEO

AETHER COMPUTE LLC

By:

Name:

Title:

[FOUNDER NAME]

EX-10.2

Filename: ex10-2.htm · Sequence: 5

Exhibit

10.2

INTELLECTUAL

PROPERTY ASSIGNMENT AGREEMENT

THIS

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of August 7, 2026, by and among

Noviant Inc., a New York corporation (the “Company”), Kevin Wang, Jin Yi Wang, James L. Mo and Enbo B. Zeng (each, an “Assignor”

and collectively, the “Assignors”), and, solely for purposes of Sections 5, 8, 9, 10, 12 and 14, Aether Compute LLC, a Delaware

limited liability company (“Buyer”), and Aether Holdings, Inc., a Delaware corporation (“Parent”).

RECITALS

Assignors are founders of the Company and have created, developed, conceived, authored, acquired,

registered, maintained, controlled or used certain intellectual property, technology, accounts, data, materials and assets relating to

the Company and its business.

Buyer is acquiring sixty percent (60%) of the equity of the Company from the Assignors and

Parent is providing the consideration for that acquisition.

Buyer and Parent require, as a condition to closing, that all Company-related intellectual

property and assets be owned or validly controlled by the Company free and clear of Encumbrances.

Assignors desire to assign to the Company all rights described in this Agreement.

AGREEMENT

Assigned Rights.

Each

Assignor hereby irrevocably sells, assigns, transfers, conveys and delivers to the Company all right, title and interest he currently

owns worldwide in and to all intellectual property, technology, works of authorship, inventions, discoveries, improvements, data, software,

source code, object code, algorithms, AI models, model weights, prompts, training data rights, data sets, databases, documentation, designs,

trade secrets, know-how, domain names, websites, social media accounts, trademarks, service marks, logos, trade names, customer lists,

supplier lists, business plans, financial models, product roadmaps, notes, records, contracts, credentials, accounts and other assets

that relate to, were created for, were used in, are held for use in, or are necessary or useful to the business of the Company, whether

created before or after formation of the Company and whether or not listed on a schedule (collectively, the “Assigned Rights”).

Specific Included Assets.

The

Assigned Rights include all items listed on Schedule A and all: code repositories, commits, branches, issues, documentation, CI/CD pipelines,

access tokens and build scripts; domain names, DNS records, websites, accounts and credentials; AI and machine learning models, training

data rights, evaluation data, weights, embeddings, prompts and tuning materials; trademarks, logos, product names and goodwill; customer,

prospect, vendor and partner information; inventions, patent rights, copyrights, trade secrets, database rights and moral rights; and

claims, causes of action, damages, royalties and rights to sue for past, present and future infringement or misappropriation.

Assignment of Future Rights.

the extent any Assigned Rights that Assignor currently owns cannot be assigned at signing, each Assignor agrees to assign such

rights automatically when assignable and hereby grants to the Company an exclusive, irrevocable, perpetual, worldwide, royalty-free,

fully paid, transferable and sublicensable license to use, reproduce, modify, distribute, perform, display, commercialize and otherwise

exploit such rights for all purposes.

Moral Rights Waiver.

the fullest extent permitted by law, each Assignor irrevocably waives and agrees never to assert any moral rights, droit moral, rights

of attribution, rights of integrity or similar rights in the Assigned Rights. To the extent such rights cannot be waived, each Assignor

irrevocably grants the Company the unrestricted right to exercise all such rights.

Delivery of Materials and Credentials.

Each

Assignor shall deliver to the Company all tangible and electronic embodiments of the Assigned Rights, including source code, documentation,

notebooks, devices, keys, credentials, accounts, tokens, passwords, repositories, data rooms, cloud accounts, domain accounts, registrar

accounts, design files, training materials and backup copies, and shall provide Buyer and Parent evidence of such delivery.

Representations.

Each

Assignor represents that: Assignor has full power to assign the Assigned Rights; Assignor has not assigned or encumbered the Assigned

Rights to any other person; the Assigned Rights do not infringe, misappropriate or violate third-party rights; no open-source, customer,

vendor, employment, contractor, academic, grant, government or other obligation restricts the Company use of the Assigned Rights except

as disclosed in writing to Buyer and Parent; and all persons who contributed to the Assigned Rights have executed enforceable assignments

in favor of the Company or Assignor.

Third-Party Components and Open Source.

Each

Assignor shall identify all third party code, open-source software, models, data, APIs, libraries, tools, prompts, data sets, weights,

embeddings and other components incorporated into or used with the Assigned Rights. Assignors shall provide all license terms, notices,

attribution files, source availability obligations and compliance records requested by Buyer or Parent to the extent the foregoing are

in Assignors’ possession and control.

Further Assurances.

Each

Assignor shall execute and deliver all documents and take all actions requested by the Company, Buyer or Parent to evidence, perfect,

register, maintain, enforce or defend the Assigned Rights, including patent, trademark, copyright, domain, repository, platform and account

transfer documents therein. If an Assignor fails to do so, Assignor appoints the Company as Assignor attorney-in-fact coupled with an

interest to execute such documents on Assignor behalf.

No Retained Rights; No Challenge.

Except

as expressly approved by Buyer in writing, no Assignor retains any ownership, license, access, copy, credential, derivative right or

other interest in the Assigned Rights. No Assignor shall challenge the Company ownership or validity of the Assigned Rights or assist

any person in doing so.

10.

Confidentiality.

Each

Assignor shall keep all Assigned Rights and Company confidential information strictly confidential and shall not use or disclose them

except in the authorized performance of services for the Company.

11.

Remedies.

Each

Assignor acknowledges that breach of this Agreement would cause irreparable harm. The Company shall be entitled to specific performance,

injunctive relief and all other remedies, without posting bond.

12.

Third-Party Beneficiaries.

Buyer

and Parent are express third-party beneficiaries of this Agreement and may enforce it directly in accordance and if allowed by applicable

law. No other person has third-party beneficiary rights.

13.

Governing Law; Forum; Jury Waiver.

This

Agreement shall be governed by Delaware law, except to the extent New York corporate law mandatorily governs internal Company matters.

Each party submits to the exclusive jurisdiction of the Delaware courts. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY.

14.

Counterparts; Electronic Signatures.

This

Agreement may be executed in counterparts and by electronic signature.

[Execution

page follows]

SIGNATURE

PAGE

NOVIANT INC.

By:

/s/ Kevin Wang

Name:

Kevin Wang

Title:

CEO

/s/ Kevin Wang

Kevin

Wang

/s/ Jin

Yi Wang

Jin Yi Wang

/s/ James L. Mo

James L. Mo

/s/ Enbo B. Zeng

Enbo B. Zeng

Acknowledged

and accepted for third-party beneficiary rights:

AETHER COMPUTE LLC

By:

/s/ Nicolas Lin

Name:

Nicolas Lin

Title:

CEO

AETHER HOLDINGS, INC.

By:

/s/ Nicolas Lin

Name:

Nicolas Lin

Title:

Chairman of the Board and CEO

SCHEDULE

Assigned

Rights

EX-10.3

Filename: ex10-3.htm · Sequence: 6

Exhibit

10.3

SHAREHOLDERS’

AGREEMENT

NOVIANT

INC.

THIS

SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of August 7, 2026, by and among

Noviant Inc., a New York corporation (the “Corporation”), Aether Compute LLC, a Delaware limited liability company

(“Aether”) and Kevin Wang, Jin Yi Wang, and Enbo B. Zeng (collectively, the “Founders” and, together with

Aether, the “Shareholders” and each, a “Shareholder”).

I T N E S S E T H:

WHEREAS,

the Corporation was organized and formed under the laws of the State of New York on September 23, 1997, and is the company whose

shares are being acquired pursuant to that certain Stock Purchase Agreement, effective as of August 4, 2026, by and among

Aether, Aether Holdings, Inc., a Delaware corporation (“Parent”), the Corporation and the Founders (the “SPA”).

WHEREAS,

immediately after the closing of the transactions contemplated by the SPA (the “Closing”), all of the issued and outstanding

shares of common stock of the Corporation (the “Shares”) will be owned in the following manner, subject to final confirmation

of the Corporation’s stock ledger and capitalization records:

1. Kevin

Wang, owner of Forty (40) shares of common stock, representing Twenty Percent (20.00%) of

the total shareholder interest in the Corporation;

2. Jin

Yi Wang, owner of Twenty (20) shares of common stock representing Ten Percent (10.00%) of

total shareholder interest in the Corporation;

3. Enbo

B. Zeng, owner of Twenty (20) shares of common stock, representing Ten Percent (10.00%) of

the total shareholder interest in the Corporation;

4. Aether

Compute LLC, owner of One Hundred and Twenty (120) shares of common stock, representing Sixty

Percent (60.00%) of the total shareholder interest in the Corporation;

WHEREAS,

the Shareholders desire to set forth their agreements concerning governance, reserved matters, transfer restrictions, information rights,

confidentiality, public-company compliance and related matters to ensure that the Corporation is operated after the Closing in a manner

consistent with the SPA and Parent’s public-company obligations;

WHEREAS,

the parties intend that this Agreement supplement, and not limit, the SPA, the Ancillary Agreements referred to in the SPA and the Corporation’s

organizational documents, and that each Shareholder and any permitted transferee be bound by the restrictions and obligations set forth

herein; and

NOW,

THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:

Board Composition.

Effective

as of the Closing, the Board of Directors of the Corporation (the “Board”) shall consist of three (3) directors, unless another

number is approved by Aether in writing and permitted by the Certificate of Incorporation and By-laws of the Corporation. Aether shall

have the right to designate two (2) directors. The Founders, acting by majority vote of the Shares held by the Founders, shall have the

right to designate one (1) director, subject to Aether’s approval, not to be unreasonably withheld, conditioned or delayed. After

the selection of the three directors and at the initial Board meeting, Aether shall designate one of the directors as the

chair of the Board. A quorum shall consist of a majority of the directors then in office. The absence, abstention or refusal to vote of any director shall not prevent the Board from acting if a

quorum is otherwise present.

Officers; Authority; Bank Signatories.

The

officers of the Corporation, including the President or chief executive officer and the chief financial officer or finance lead, shall

be appointed by the Board. Prior to the initial Board meeting, Aether shall have approval rights over bank signatories, cash management,

budgets, accounting systems, reporting calendars, internal controls and public-company reporting support; and no Founder shall

have authority to bind the Corporation, Aether or Parent except as expressly authorized in writing by the Board and Aether.

Decision Making.

The

business and affairs of the Corporation shall be managed under the direction of the Board. Day-to-day operational authority may be delegated

to officers, employees or service providers approved by the Board, subject in all respects to the reserved matters and other

restrictions in this Agreement, the SPA, the Corporation’s organizational documents and applicable law.

The

Corporation and the Shareholders shall take all corporate actions, including amendments to the Certificate of Incorporation, By-laws

and stock ledger, reasonably required to give effect to this Agreement and the SPA.

Management and Operation; Reserved Matters.

Subject

to the oversight of the Board, and the approval rights of Aether prior to the initial Board meeting, the President or chief

executive officer, or any other officer approved by the Board, may oversee general business matters, including insurance,

accounting, financing, customer relationships, product development and day-to-day operations of the business.

Each

officer, director and service provider of the Corporation shall comply with applicable fiduciary duties and contractual obligations and

shall safeguard, preserve and protect all funds, property, data, intellectual property and other assets of the Corporation. All such

funds and assets shall be used solely for lawful business purposes of the Corporation and in accordance with this Agreement, the SPA

and applicable law.

Notwithstanding

the foregoing or anything contained herein to the contrary, the Corporation shall not, and no officer, employee, director or Shareholder

shall cause or permit the Corporation to, take any action with respect to a Material Matter (as defined below) without the prior written

approval of Aether prior to the initial Board meeting and the Board and, to the extent required by applicable law or the Corporation’s

organizational documents, the requisite approval of the Shareholders. For purposes of this Agreement, “Material Matters”

shall mean and include the following:

● Any

amendment, alteration or repeal of the Corporation’s Certificate of Incorporation or

By-laws;

● Any

merger, consolidation, reorganization, dissolution, liquidation, winding up, sale of all

or substantially all assets, recapitalization or similar transaction involving the Corporation;

● Any

sale, lease, exchange, transfer, license, abandonment or other disposition of any material

asset, intellectual property, data, source code, domain, repository, contract right or other

asset outside the ordinary course of business or with a value exceeding $25,000;

● Incurring,

guaranteeing or refinancing any debt, loan or other financial liability, granting any lien

or security interest, or entering into any financing arrangement, except as expressly approved

in the annual budget approved by Aether;

● Approving

any capital expenditure or entering into any contract or commitment requiring payments by

the Corporation exceeding $50,000 individually or $150,000 in the aggregate in any fiscal

year, except as expressly approved in the annual budget approved by Aether;

● The

issuance, creation, authorization, repurchase, redemption or reclassification of any shares

of stock, options, warrants, convertible securities, phantom equity, profit participation

rights or other equity or equity-linked securities, or the admission of any new shareholder;

● Commencing

or consenting to any bankruptcy, insolvency, receivership, assignment for the benefit of

creditors, corporate reorganization or similar proceeding;

● The

hiring, termination, promotion, demotion or setting or changing of compensation, bonuses,

equity incentives or other benefits for any officer, senior employee or Founder, or any other

employee or contractor earning more than $150,000 annually, except as expressly approved

in the annual budget approved by Aether;

● Any

material change in the core nature, scope or line of business of the Corporation;

● Any

declaration or payment of dividends or distributions, any redemption or repurchase of shares,

or any payment to a Shareholder or affiliate outside the ordinary course and outside arrangements

approved by Aether;

● Any

related-party transaction, tax election or accounting policy change, settlement of litigation

or claim, waiver of material rights, initiation of material litigation, or action that would

reasonably be expected to affect Parent’s SEC reporting, Nasdaq compliance, internal

controls or other public-company obligations; and

● Any

agreement, commitment or understanding to do any of the foregoing.

Dividends; Distributions.

(a) Dividends

and distributions shall not be declared or paid except if approved in advance by the Board

and only to the extent permitted by applicable law, the Corporation’s organizational

documents, the SPA, this Agreement, applicable financing arrangements, solvency requirements and reserves reasonably determined by the Board.

(b) Any

dividend or distribution that is properly declared and paid shall be made to the Shareholders

pro rata in accordance with their respective ownership interests in the Corporation as of

the applicable record date, unless otherwise required by the terms of a duly authorized class

or series of equity securities approved in accordance with this Agreement.

Records of the Corporation.

The

Corporation shall maintain complete and accurate books, records, capitalization records, accounting records, bank records, tax records,

contracts, intellectual property records, employee and contractor records and other records reasonably necessary for the operation of

the Corporation and Parent’s public-company reporting, audit, internal control, tax and compliance obligations.

The

Corporation shall keep such records at its principal office at 1250 Broadway, 36th Floor, New York, NY 10001, at the principal

office of the Corporation’s accountant. All Shareholders, including Founders and Aether, and their respective representatives,

auditors, counsel and advisors shall have prompt access during normal business hours, and upon reasonable notice, to the Corporation’s

personnel, books, records, bank statements, tax records, customers, contracts, auditors, systems and other information required for SEC reporting, audit, internal control, tax, Nasdaq and compliance obligations.

Bank Accounts; Checks; Controls.

All

cash, checks and instruments for the payment of money shall be deposited only in bank accounts maintained in the name of the Corporation

and approved by Aether prior to the initial Board meeting. Prior to the initial Board meeting, Bank signatories, wire authority,

check authority, account openings and closings, payment controls and cash-management procedures shall be subject to the prior approval

of Aether, and thereafter, the Board. No Shareholder, officer or employee shall maintain off-book accounts or use Corporation

funds except for lawful business purposes of the Corporation.

Capitalization; Issuance of Additional Shares.

The

Corporation shall not, while this Agreement is in force, issue, create, authorize, sell, transfer, redeem, repurchase or reclassify any

shares of stock, options, warrants, convertible securities, phantom equity, profit participation rights or other equity or equity-linked

securities, or otherwise revise its capital structure, without the prior written approval of Aether and the Board and any other approvals

required by applicable law or the Corporation’s organizational documents. Any issuance or capitalization action taken in violation

of this Section shall be null, void and of no force or effect to the fullest extent permitted by law.

Founder Service; Restrictive Covenants.

Kevin

Wang, Jin Yi Wang, and Enbo B. Zeng shall comply with their respective founder service, confidentiality, invention assignment, non-solicitation,

non-disparagement, compliance, return-of-property, cooperation and restrictive covenant agreements (“Restrictive Convenant Agreements”

or “RCA”), if applicable, including sale-of-business covenants to the maximum extent permitted by applicable law. For

the duration of the RCA, no Founder shall own, operate, join, control, participate in, be employed by, consult for, provide services

to, or otherwise be connected with any business that competes with the Corporation, Aether or Parent, except as expressly permitted by

a written agreement signed by Aether and Parent. Nothing in this Section limits any additional restrictive covenant, fiduciary duty,

confidentiality obligation, intellectual property assignment or other obligation owed by any Founder under the SPA, any Ancillary Agreement

or applicable law.

10.

Public Company Compliance; No Trading; Public Announcements.

Parent

shall control all SEC filings, Nasdaq notifications, press releases, investor communications, public-company disclosures and other public

disclosures relating to Parent, Aether, the Corporation, the SPA, the transactions contemplated by the SPA or this Agreement. No Shareholder

or Corporation representative shall make any press release, social media post, investor communication, customer communication, non-essential

employee communication or other public statement concerning Parent, Aether, the Corporation, the SPA, the transactions contemplated by

the SPA or this Agreement without Parent’s prior written consent, except as required by law after reasonable advance notice to

Parent. Parent is aware of Company’s contractual obligations to its existing customers and governmental entities regarding disclosure

of holders of Company’s Share as part of their Third-Party Risk Management.

Each

Shareholder acknowledges that such Shareholder may receive material nonpublic information concerning Parent. No Shareholder shall, and

each Shareholder shall cause its representatives not to, directly or indirectly, buy, sell, short, hedge, pledge, lend, trade or enter

into any derivative or other transaction involving Parent securities while in possession of material nonpublic information or otherwise

in violation of applicable securities laws, Parent’s insider-trading policy or any applicable lock-up or leak-out agreement.

11.

Transfer Restrictions.

Shareholder shall, while this Agreement is in force, directly or indirectly sell, assign, encumber, pledge, hypothecate, transfer, gift,

hedge or otherwise dispose of any Shares, whether now owned or hereafter acquired, except pursuant to this section and in strict

compliance with this Agreement, the SPA, the Ancillary Agreements and applicable securities laws.

Prior

to the initial Board meeting, any transfer by a

Founder or any permitted transferee of a Founder shall require Aether’s prior written consent, except for transfer by Founder

of his Shares to a limited liability company which he controls (“Founder’s Entity”), and except for estate-planning

transfers approved in advance by Aether that remain subject to this Agreement and a joinder acceptable to Aether and Parent. Notwithstanding

the foregoing, Aether may, without the consent of any other Shareholder and without complying with subsections (b) through (f), transfer,

assign, pledge or otherwise dispose of any Shares to Parent, any Affiliate of Aether or Parent, any successor or acquirer of Aether or

Parent, any financing source or pledgee, or in connection with any merger, consolidation, reorganization, sale of assets, sale of equity,

financing, internal restructuring or strategic transaction (each, an “Aether Permitted Transferee”); provided that any transferee

of voting Shares that is not already bound by this Agreement executes a joinder reasonably satisfactory to the other Shareholder(s),

Aether and Parent.

Sale

of Shares

(a) Any

purported transfer or disposition of Shares not made in strict compliance with this Section

11 or otherwise permitted under this Agreement shall be null, void and of no force or effect,

and the Corporation shall not recognize or register any such transfer on its books.

(b) If

a Shareholder desires to sell or otherwise transfer any Shares to any person or entity

that is not then a Shareholder of the Corporation, such Shareholder (the “Selling

Shareholder”) shall first obtain from such prospective transferee a bona fide written

offer setting forth all material terms and conditions of the proposed purchase. Before accepting

such offer, the Selling Shareholder shall deliver written notice to all other Shareholders,

which notice shall include a complete copy of the offer, the identity of the proposed transferee,

the number of Shares proposed to be transferred and all other material terms of the proposed

transfer. Sales to a current Shareholder only require notice of all material terms and

conditions of the proposed purchase.

other Shareholder

shall have the first right, but not the obligation, to purchase all or any portion of the

Shares proposed to be sold on the same economic terms set forth in the offer. If the other

Shareholder does not elect to purchase all of the offered Shares, the other non-selling

Shareholders may purchase the remaining offered Shares, on a pro rata basis in proportion

to the Shares held by each such participating Shareholder or in such other proportions as

they may agree with the Selling Shareholder’s approval.

(d) Any

Shareholder wishing to exercise the right of first refusal must deliver written notice of

such election to the Selling Shareholder within thirty (30) days after receipt of the offer

notice. Failure to deliver such notice within such thirty (30)-day period shall constitute

a waiver of the right of first refusal with respect to that proposed transfer only.

(e) If

the right of first refusal is not exercised in full, the Selling Shareholder may, for a period of thirty (30) days thereafter,

consummate the sale of the remaining offered Shares to the proposed transferee identified

in the offer notice, solely on terms no more favorable to the transferee than those set forth

in the offer notice. If the sale is not consummated within such thirty (30)-day period, the

restrictions of this Section 11 shall again apply to any proposed transfer.

(f) No

transferee of Shares who is not already a Shareholder shall be admitted as a Shareholder

unless approved in writing by Aether and unless such transferee executes a joinder to this

Agreement and any other documents reasonably requested by Aether, Parent or the Corporation.

In the absence of such approval and joinder, the transferee shall not be entitled to any

voting, management, consent, inspection or information rights as a Shareholder and shall

only be entitled to receive dividends and other distributions with respect to the Shares

acquired, to the same extent the Selling Shareholder would have been entitled. Aether and

the Corporation may impose such reasonable conditions on approval as they deem appropriate.

(g) Drag-Along.

If Aether approves a sale of all or substantially all of the Shares or assets of the Corporation,

merger, consolidation, recapitalization or similar strategic transaction, Aether must

first give at least 30 days notice to all of the other Shareholder, each Founder and

each permitted transferee of a Founder all pertinent information to make an informed decision

prior to holding a shareholders’ meeting for a vote. If no objection is made within

the 30 day period prior to the shareholder’s meeting, then the Shareholders shall

vote all Shares in favor of such transaction, waive dissenters’ or appraisal rights

to the fullest extent permitted by law, execute customary purchase, merger, contribution,

rollover, restrictive covenant, release, escrow, indemnity and other transaction documents,

and take all other actions reasonably requested by Aether and the Corporation to consummate

such transaction, provided that (i) such Shareholder receives the same form and amount of

consideration per Share as other holders of the same class of Shares, subject to customary

escrow, holdback and other pro rata adjustments, and (ii) any indemnity obligations of such

Shareholder are several and pro rata based on the consideration received by such Shareholder,

except with respect to such Shareholder’s fraud, willful misconduct, title to Shares,

authority, taxes or covenant breaches.

(h) Legends;

Securities Laws. The Corporation may place customary restrictive legends and stop-transfer

notations on certificates or book-entry records representing Shares to reflect the restrictions

in this Agreement, the SPA, the Ancillary Agreements and applicable securities laws.

(i) Founder

Trigger Event Call Right. Upon the occurrence of a Founder Trigger Event with respect to

any Founder, Aether shall have the right, but not the obligation, exercisable by written

notice delivered within one hundred eighty (180) days after Aether first obtains actual knowledge

thereof, to purchase all or any portion of the Shares held by such Founder and such Founder’s

permitted transferees. “Founder Trigger Event” means (A) termination of such

Founder’s employment or service relationship for cause under the applicable service

agreement, (B) resignation in breach of any service agreement, (C) material breach of this

Agreement, the SPA or any Ancillary Agreement, including any confidentiality, restrictive

covenant, intellectual property, no-trading or transfer restriction, (D) fraud, willful misconduct

or material breach of fiduciary duty, (E) bankruptcy, insolvency or creditor process affecting

such Founder or such Shares, or (F) failure to execute or deliver documents required under

this Agreement. The purchase price shall equal the Fair Market Value of the purchased Shares,

less any amounts owed by such Founder to the Corporation, Aether, Parent or their Affiliates;

provided that, for a Founder Trigger Event described in clauses (A) through (D), the purchase

price shall not exceed the per-Share value implied by the SPA. Fair Market Value shall be

determined by an independent appraiser selected by Aether and reasonably acceptable to the

affected Founder, and the closing shall occur within thirty (30) days after such determination.

Aether may assign this purchase right to Parent or any Affiliate of Aether or Parent.

12.

Specific Performance.

The

parties acknowledge and agree that the Shares cannot be readily purchased or sold on the open market and that monetary damages would

be inadequate for a breach of this Agreement. The parties will be irreparably damaged if this Agreement is not specifically enforced.

Should any dispute arise concerning the sale, encumbrance or other disposition of any Shares or any other breach or threatened breach

of this Agreement, temporary, preliminary and permanent injunctive relief may be issued restraining such breach or threatened breach

pending resolution of such controversy.

the event of any controversy concerning any right or obligation under this Agreement, such right or obligation may be enforced by specific

performance, injunctive relief and other equitable remedies without posting bond or proving actual damages. Such remedies shall be cumulative

and not exclusive and shall be in addition to any other remedies available at law, in equity, under the SPA or under any Ancillary Agreement.

Each party waives any claim or defense that another party has an adequate remedy at law.

Each

Shareholder shall indemnify, defend and hold harmless the Corporation and its respective Affiliates, directors, officers,

employees, representatives, successors and assigns from and against all losses, liabilities, damages, costs and expenses, including reasonable

attorneys’ fees, arising out of or relating to such Shareholder’s breach of this Agreement, any unauthorized transfer,

breach of confidentiality or restrictive covenant, misuse of intellectual property, violation of applicable securities laws, fraud or

willful misconduct. Each Shareholder may recover such amounts by setoff against any amount otherwise payable to such other

Shareholder, and in respect to Aether and Parent, from any escrow or holdback, retention or cancellation of Parent securities to

the extent permitted by the SPA or any Ancillary Agreement, or direct payment. These remedies are cumulative and do not limit any remedies

under the SPA or any Ancillary Agreement.

13.

Tax Matters; Withholding.

Tax

indemnification, if any, relating to periods before or through the Closing shall be governed by the SPA. Each Shareholder shall cooperate

with the Corporation, Aether and Parent in connection with tax reporting, withholding, tax returns, audits, tax elections and other tax

matters reasonably requested by the Corporation, Aether or Parent. The Corporation may deduct and withhold from any dividend, distribution,

redemption payment, transfer payment or other amount payable under this Agreement any amounts required to be deducted and withheld under

applicable law. Nothing in this Agreement obligates the Corporation to make any tax distribution.

14.

Agreement Binding Upon Transferees.

Except

as otherwise provided in this Agreement, if any Shares are at any time disposed of or transferred to any party pursuant to this Agreement,

the transferee shall take such Shares subject to all terms, provisions, conditions and covenants of this Agreement, the SPA and the Ancillary

Agreements applicable to such Shares. As a condition precedent to any valid transfer, the transferee shall execute and deliver to the

Corporation, Aether and Parent a written joinder agreeing to be bound by this Agreement and such other documents as Aether, Parent or

the Corporation may reasonably request.

15.

Severability.

any provision of this Agreement is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, the remainder

of this Agreement shall not be affected thereby and shall continue in full force and effect as though such invalid, illegal or unenforceable

provision were not originally a part hereof. The parties shall negotiate in good faith to replace any such provision with a valid provision

that most closely reflects the original intent and economic effect of the invalid, illegal or unenforceable provision.

16.

Termination.

This

Agreement shall remain in full force and effect until the earliest of (a) the dissolution and final winding up of the Corporation, (b)

the date on which neither Aether nor any Aether Permitted Transferee owns any Shares and Parent no longer has any surviving rights or

obligations under this Agreement, or (c) termination by a written instrument signed by the Corporation, Aether, Parent and holders of

a majority of the Shares then held by the Founders and their permitted transferees; provided that confidentiality, no-trading, transfer

restrictions applicable to prior transfers, restrictive covenants, tax matters, remedies, governing law, forum, survival and any accrued

rights or obligations shall survive termination in accordance with their terms.

17.

Dissolution of the Corporation.

Upon

approval by the Board and the Shareholders to the extent required by applicable law, or if the Corporation must be terminated

under applicable law, the Corporation shall cease the active conduct of its business and proceed to dissolve and wind up its affairs

in accordance with applicable law and in the following order:

(1) The

Corporation shall liquidate, sell or otherwise dispose of its assets in an orderly manner

approved by the Board;

(2) The

Corporation shall pay or make reasonable provision for all debts, liabilities and obligations

of the Corporation, including contingent, unmatured and disputed claims, with the proceeds

of liquidation and other available assets;

(3) After

payment or provision for all debts, liabilities, obligations, taxes and reserves, the Corporation

shall satisfy any rights of holders of any senior class or series of equity securities duly

authorized in accordance with this Agreement;

(4) After

the distributions prescribed above, the remaining assets of the Corporation shall be distributed

to the Shareholders pro rata in accordance with their respective ownership interests in the

Corporation, unless otherwise required by applicable law or the terms of a duly authorized

class or series of equity securities approved in accordance with this Agreement.

The

Corporation is authorized to prepare and file a Certificate of Dissolution and any other documents required by the New York Department

of State or any other governmental authority.

Dissolution

shall not release any party from accrued claims, confidentiality obligations, restrictive covenants, intellectual property obligations,

tax obligations, indemnification obligations or other obligations that by their nature survive. Any post-dissolution business activities

shall remain subject to all applicable contractual and legal restrictions.

18.

Modification and Waiver.

waiver, change or modification of this Agreement shall be valid unless in writing and signed by the Corporation and Shareholders

holding a majority of the outstanding Shares; provided that (a) any amendment, waiver or modification that disproportionately and adversely

affects any Shareholder relative to similarly situated Shareholders shall require the written consent of such affected Shareholder, and

(b) any amendment, waiver or modification affecting Parent’s rights, public-company compliance protections, confidentiality rights,

no-trading protections, disclosure-control rights or information rights shall require Parent’s prior written consent. No waiver

shall be deemed a continuing waiver unless expressly stated in writing.

19.

Notices.

All

notices, requests, demands and other communications under this Agreement shall be in writing and shall be delivered personally, by nationally

recognized overnight courier, by certified or registered mail, return receipt requested, postage prepaid, or by email with confirmation

of transmission, to the following addresses or to such other address as a party may designate by notice in accordance with this Section:

to the Corporation:

Noviant

Inc.: 1250 Broadway, 36th Floor, New York, NY 10001; Email: [*]

to the Shareholders:

Kevin

Wang: [*] ; Email: [*]

Jin

Yi Wang: [*] ; Email: [*]

Aether

Compute LLC: 110 Charlton Street, Unit RET B, Hudson Square, Manhattan, New York, NY 10014; Email: timothymurphy@helloaether.com

Enbo

B. Zeng: [*] ; Email: [*]

Aether

Holdings, Inc.: 110 Charlton Street, Unit RET B, Hudson Square, Manhattan, New York, NY 10014; Email: timothymurphy@helloaether.com

Any

party may change its address for notice by delivering notice in the manner provided herein. Notice shall be deemed effectively given:

(a) when personally delivered; (b) one (1) Business Day after deposit with a nationally recognized overnight courier; (c) three (3) Business

Days after deposit in the United States mail, postage prepaid, registered or certified, return receipt requested; or (d) upon confirmation

of transmission if sent by email before 5:00 p.m. recipient local time on a Business Day, and otherwise on the next Business Day.

20.

Entire Agreement; Priority.

This

Agreement, the SPA, the Ancillary Agreements and the Corporation’s organizational documents constitute the entire agreement and

understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings among the

parties with respect to such subject matter, except for any confidentiality, no-trading, expense, governing law, forum or other binding

provisions that expressly survive by their terms.

21.

Conflicts.

the event of any conflict between this Agreement and the SPA or any Ancillary Agreement, the SPA or applicable Ancillary Agreement shall

control as among the parties thereto. In the event of any conflict between this Agreement and the Corporation’s organizational

documents, the parties shall take all actions reasonably necessary to amend the organizational documents to conform to this Agreement

to the fullest extent permitted by applicable law.

22.

Confidentiality.

The

existence and terms of this Agreement, the SPA and the transactions contemplated hereby and thereby, and all non-public information relating

to the Corporation, Aether or Parent, are confidential and may not be disclosed except to representatives, advisors, financing sources,

auditors and potential financing sources who need to know such information for purposes of evaluating, consummating or administering

the transactions contemplated hereby and who are informed of its confidential nature; provided that Parent may make any disclosure that

Parent determines in good faith is required or advisable under securities laws, Nasdaq rules, Regulation FD, SEC reporting obligations,

auditor requirements, board processes, financing arrangements, court order, subpoena, legal process or any inquiry by a governmental,

regulatory or self-regulatory authority. Any disclosure in violation of this Section shall be deemed a material breach of this Agreement.

23.

Survival.

The

terms, conditions, obligations and covenants of this Agreement shall survive its execution by the parties, the Closing and the execution

of all contracts hereafter entered into among the parties, except to the extent such transactions and contracts expressly supersede this

Agreement by written instrument signed in accordance with Section 18.

24.

Governing Law; Exclusive Forum; Waiver of Jury Trial.

This

Agreement and all disputes arising out of or relating to this Agreement shall be governed by the laws of the State of New York, without

regard to conflict-of-law principles that would result in the application of the laws of another jurisdiction. Each party irrevocably

submits to the exclusive jurisdiction of the state or federal courts located in New York. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST

EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

25.

Further Assurances.

Each

party shall execute, file, record, publish and deliver such additional certificates, instruments, agreements and other documents, and

take such additional actions, as any other party may reasonably request to effectuate the transfer of any Shares, implement the governance

arrangements contemplated hereby, conform the Corporation’s organizational documents and records to this Agreement, or otherwise

accomplish the purposes of this Agreement, the SPA and the Ancillary Agreements.

26.

Interpretation.

The

fact that one or more parties or their counsel may have drafted or structured any provision of this Agreement shall not be considered

in construing any provision in favor of or against any party.

27.

Construction of Terms.

used in this Agreement, wherever necessary or appropriate, the singular shall include the plural and vice versa, the masculine, feminine

and neuter genders shall include each other, and references to “including” shall mean “including without limitation.”

28.

Counterparts; Electronic Signatures.

This

Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute

one and the same instrument. This Agreement may be executed and delivered by electronic signature, electronic mail in portable document

format, DocuSign or other electronic transmission, and any such electronic execution or delivery shall have the same binding legal effect

as delivery of an original handwritten signature.

Signature

Page Follows

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

NOVIANT INC.

By:

/s/ Kevin Wang

Name:

Kevin Wang

Title:

CEO

AETHER COMPUTE LLC

By:

/s/ Nicolas Lin

Name:

Nicolas Lin

Title:

CEO

AETHER HOLDINGS, INC., solely for the

rights, protections and obligations set forth herein

By:

/s/ Nicolas Lin

Name:

Nicolas Lin

Title:

Chairman of the Board and CEO

/s/ Kevin Wang

Kevin Wang

/s/ Jin Yi Wang

Jin Yi Wang

/s/ Enbo B. Zeng

Enbo B. Zeng

EX-10.4

Filename: ex10-4.htm · Sequence: 7

Exhibit

10.4

FORM

OF EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT

THIS

EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into as of August 7, 2026,

by and among Noviant Inc., a New York corporation (the “Company” or “Employer”), [FOUNDER NAME]

(“Founder” or “Employee”), and, solely for purposes of Sections 6 through 24 and enforcement rights,

Aether Compute LLC, a Delaware limited liability company (“Buyer”), and Aether Holdings, Inc., a Delaware corporation

(“Parent”). The Company, Buyer, Parent and their respective Affiliates are referred to collectively as the “Company

Group.”

RECITALS

Founder is a founder, continuing equity holder and key employee of the Company.

On August 5, 2026, Founder entered into a stock purchase agreement by and among the Company, Buyer, Parent and the other parties

thereto (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, Buyer is acquiring a 60% equity interest

in the Company, with Parent providing the consideration (the “Transaction”). Founder is receiving substantial consideration

in the Transaction in exchange for the sale of equity and goodwill, and not as compensation for services.

The Company desires to employ Founder, and Founder desires to be employed by the Company, on

the terms set forth in this Agreement beginning as of the Closing under the Stock Purchase Agreement.

Founder’s confidentiality, invention assignment, public-company compliance, cooperation

and restrictive covenants are material inducements to the Company, Buyer and Parent entering into the Stock Purchase Agreement and consummating

the Transaction.

AGREEMENT

Employment; Position; Duties.

Effective

as of the Closing, the Company shall employ Founder as [TITLE]. Founder shall perform the duties and responsibilities set forth on the

Schedule and such other duties and responsibilities consistent with Founder’s position as may be assigned from time to time by

the Company’s board of directors (the “Board”) or the Board’s designee. Founder shall devote Founder’s

full business time, attention, skill and best efforts to the Company and shall perform Founder’s duties faithfully, diligently

and to the highest professional standards applicable to the same role in the information technology industry. Founder shall not have

authority to bind the Company, Buyer or Parent except as expressly authorized in writing by the Board or as an authorized officer of

the Company.

Reporting; Governance; Policies.

Founder

shall report to the Board and/or such officer, director or other person as the Board may designate. Founder acknowledges that Buyer controls

the Company for so long as Buyer is the Company’s majority stockholder and that strategic direction, budgets, hiring, product priorities,

financing, bank authority, accounting and operations are subject to Board approvals and applicable post-Closing governance arrangements.

Founder

shall comply with all written Company policies, codes of conduct, information-security policies, expense policies, public-company policies

of Parent applicable and disclosed in writing to Founder, customer and vendor requirements of the Company, and lawful directives of the

Company and the Board. Any employee handbook or policy of the Company may be amended from time to time and does not modify this Agreement

unless expressly stated in a written amendment signed in accordance with Section 23.

Term; Employee Status.

(a) Employment

Term. Founder’s employment shall begin on the date of the Closing and shall continue

until terminated in accordance with Section 16. During the Initial Term, the Company may

terminate Founder’s employment only for Cause, or by mutual written agreement. During

the Initial Term, Founder shall not voluntarily resign except for Good Reason, death or Disability

or by mutual written agreement. After the Initial Term, employment shall continue until terminated

by either Founder or the Company upon at least three (3) months’ prior written notice,

or by the Company immediately for Cause subject in all cases to applicable law and the terms

of this Agreement.

EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT

(b) Employee

Status. Founder shall be an employee of the Company and not an independent contractor. The

Company shall pay Founder through payroll, withhold and remit applicable federal, state and

local employment taxes and other required withholdings, provide wage statements required

by applicable law, and provide any wage notice required by New York Labor Law Section 195.

Founder shall not be an employee of Buyer or Parent solely by reason of this Agreement, and

neither Buyer nor Parent shall be responsible for wages, benefits, severance or other employment

obligations except to the extent expressly agreed in a separate written agreement signed

by Buyer or Parent, as applicable.

“Cause” means, as determined by the Board in good faith: (i) Founder’s

material breach of this Agreement, the Stock Purchase Agreement or any Ancillary Agreement;

(ii) Founder’s willful failure, refusal or neglect to perform material duties after

written notice and, if curable, a ten (10) Business Day cure period; (iii) fraud, theft,

embezzlement, dishonesty, misappropriation, breach of fiduciary duty or other misconduct

involving the Company Group or its assets, customers, vendors, employees, securities or reputation;

(iv) conviction of, or plea of guilty or no contest to, a felony or any crime involving fraud,

dishonesty, moral turpitude or financial misconduct; (v) gross negligence, willful misconduct

or violation of applicable law that causes or is reasonably likely to cause material harm

to the Company Group; (vi) breach of confidentiality, invention assignment, public-company

compliance, no-trading, non-solicitation or other restrictive covenant obligations; (vii)

violation of a material Company policy after notice and, if curable, a ten (10) Business

Day cure period; or (viii) unauthorized use, disclosure or destruction of Company Group property,

trade secrets, source code, data, models, credentials or confidential information.

(d)

“Good Reason” means, without Founder’s written consent: (i) a material reduction in Founder’s base salary other

than an across-the-board reduction affecting similarly situated senior employees; (ii) a material diminution in Founder’s title,

duties, authority or reporting relationship; (iii) the Company’s material breach of this Agreement; or (iv) a required relocation

of Founder’s primary work location by more than fifty (50) miles. Founder must give written notice of the condition within sixty

(60) days after its occurrence, the Company shall have thirty (30) days to cure, and Founder must resign within thirty (30) days after

the cure period expires if the condition remains uncured. Failure to follow this process shall waive Good Reason for the applicable condition.

(e)

“Disability” means Founder’s inability, with or without reasonable accommodation, to perform the essential functions

of Founder’s position for ninety (90) consecutive days or one hundred twenty (120) days in any twelve (12)-month period, as determined

in accordance with the applicable laws where Founder reports for work.

Compensation and Benefits.

The

terms of Founder’s base salary, exempt/non-exempt classification, regular payday and other compensation terms shall be set forth

on the Schedule and said compensation shall be subject to the required and authorized deductions and withholdings. Terms shall include

that Founder shall be eligible to participate in employee benefit plans, health insurance and retirement plans, employee stock option

programs and arrangements made available to similarly situated Company employees, subject to the terms and eligibility requirements of

those plans and applicable law. No bonus, equity award, severance, benefit or other compensation is guaranteed except as expressly set

forth in this Agreement or another written agreement approved by the Board and, if required, Buyer. Founder acknowledge that the purchase

consideration payable under the Stock Purchase Agreement is consideration for the sale of equity and goodwill and is not compensation

for Founder’s employment or services.

Expenses.

The

Company shall reimburse Founder for reasonable and necessary business expenses incurred in the performance of Founder’s duties

in accordance with Company policies and approved budgets, subject to applicable law and the prior written approval requirements established

by the Board. Founder shall submit reasonable supporting documentation in accordance with Company policy. No personal, related-party

or unbudgeted expenses may be charged to or reimbursed by the Company without prior written approval.

EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT

Outside Activities; Conflicts.

During

employment, Founder shall not engage in outside employment, consulting, advisory, investment, board, development, coding, product or

business activities that conflict with or compete with the Company, interfere with Founder’s duties to the Company, use Company

resources, involve Company confidential information, or create an actual or potential conflict of interest, without the prior written

approval of the Board. Passive ownership of less than two percent (2%) of the outstanding securities of a publicly traded conflicting

or completing company shall not violate this Section so long as Founder does not otherwise participate in the business or management

of that company.

Confidential Information.

(a) Founder

shall hold in strict confidence and shall not use, disclose, copy, transmit or permit access

to any Confidential Information except as authorized in the performance of Founder’s

duties for the Company. “Confidential Information” includes all non-public information

of or relating to the Company, including business plans, product plans, source code, software,

AI models, data sets, prompts, credentials, customer information, pricing, financial information,

trade secrets, strategic plans, transaction information, material nonpublic information,

employee information, vendor information, security information, inventions, roadmaps, know-how,

records, contracts, forecasts, budgets, and information received from customers, vendors

or other third parties under a duty of confidentiality.

(b) Confidential

Information does not include information that Founder can establish by competent written

records: (i) is or becomes generally available to the public through no breach of this Agreement

or other duty; (ii) was lawfully known to Founder before disclosure by the Company and not

subject to a confidentiality obligation; or (iii) is lawfully received from a third party

without restriction and without breach of any duty.

in this Agreement prohibits Founder from reporting possible violations of law or regulation

to any governmental agency or entity, including the Securities and Exchange Commission, Department

of Labor, Equal Employment Opportunity Commission, National Labor Relations Board or any

state or local agency, from participating in any government investigation, from making disclosures

protected by whistleblower laws, from discussing wages or working conditions to the extent

protected by applicable law, or from disclosing documents or information as required by law

or legal process. Founder is not required to notify the Company before making such protected

reports or disclosures.

(d) Founder

is hereby notified that under the federal Defend Trade Secrets Act of 2016, an individual

shall not be held criminally or civilly liable under any federal or state trade-secret law

for disclosure of a trade secret that is made in confidence to a federal, state or local

government official, or to an attorney, solely for the purpose of reporting or investigating

a suspected violation of law, or that is made in a complaint or other document filed under

seal in a lawsuit or other proceeding.

Invention Assignment.

(a) Founder

acknowledges that all Work Product is the sole property of the Company. To the maximum extent

permitted by law, Founder hereby irrevocably assigns to the Company all right, title and

interest in and to all Work Product, including all intellectual-property, proprietary and

other rights therein. To the extent any Work Product is copyrightable, it shall be deemed

a “work made for hire” to the maximum extent permitted by law, and to the extent

it is not a work made for hire, Founder hereby assigns all rights therein to the Company.

Founder waives and agrees not to assert any moral rights, droit moral or similar rights in

any Work Product to the maximum extent permitted by law.

(b) “Work Product” means all inventions, works of authorship, software, code, models, prompts, data, algorithms, improvements,

discoveries, designs, documentation, trade secrets, developments, ideas, concepts, processes, systems, designs, formulas, know-how, records

and other work product conceived, developed, authored, reduced to practice or created by Founder, alone or with others, during his employment

with the Company that: (i) relate to the Company’s business or actual or demonstrably anticipated research or development; (ii)

result from Founder’s work for the Company; (iii) use any Company equipment, supplies, facilities, systems, resources or Confidential

Information; or (iv) are otherwise within the scope of Founder’s duties.

EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT

the foregoing and in accordance with New York Labor Law Section 203-f, this Agreement does

not require assignment of an invention that Founder developed entirely on Founder’s

own time without using the Company’s equipment, supplies, facilities or trade secret

information, except for inventions that either: (i) relate at the time of conception or reduction

to practice to the Company’s business or actual or demonstrably anticipated research

or development; or (ii) result from any work performed by Founder for the Company (each,

an “Excluded Invention”).

(d) Founder

represents that all inventions, works, software, code, models, prompts, algorithms, data,

designs and other intellectual property created or owned by Founder before employment that

Founder wishes to exclude from this Agreement are listed on the Schedule titled “Excluded

Invention”. If no items are listed, Founder represents that there are no excluded prior

inventions. Founder shall not incorporate any prior invention or third-party material into

any Company product, service, software, model, data set, documentation or other Work Product

without the Company’s prior written approval and a perpetual, irrevocable, worldwide,

royalty-free, fully paid, transferable and sublicensable license acceptable to the Company.

(e) Founder

shall promptly disclose Work Product to the Company, maintain adequate written records of

Work Product, and execute such further documents and provide such assistance as the Company,

Buyer or Parent may reasonably request to evidence, perfect, enforce, register, prosecute,

maintain or defend rights in Work Product. If Founder fails or refuses to execute any such

document after reasonable request, Founder appoints the Company and its authorized officers

as Founder’s attorney-in-fact solely to execute and deliver such documents on Founder’s

behalf, which appointment is coupled with an interest and irrevocable to the maximum extent

permitted by law.

Return of Property.

Upon

request, upon termination of employment, or at any other time directed by the Company, Founder shall immediately return or deliver to

the Company all Company Group property, Confidential Information, devices, records, credentials, passwords, tokens, keys, source code,

repositories, documents, data and copies, and shall certify compliance in writing. Founder shall not retain any copies, excerpts, summaries

or reproductions except to the extent required by law and disclosed to the Company.

10.

Non-Solicitation of Employees and Contractors.

During

employment and for twenty-four (24) months thereafter, Founder shall not directly or indirectly solicit, induce, recruit or encourage

any employee, contractor, consultant or service provider of the Company to leave, reduce services or breach obligations, except through

general solicitations not targeted at such persons.

11.

Non-Solicitation of Customers and Business Relationships.

During

employment and for twenty-four (24) months thereafter, Founder shall not directly or indirectly solicit, divert, interfere with or take

away any customer, prospective customer, vendor, partner, supplier, data provider or business relationship of the Company with whom Founder

had material contact, about whom Founder received Confidential Information, or for whom Founder had material responsibility during the

last twenty-four (24) months of employment.

12.

Sale-of-Business Covenant.

Founder

acknowledges that this Section 12 is entered into in connection with Founder’s sale of a 60% equity interest in the Company and

the goodwill included in the Purchase Price under the Stock Purchase Agreement, and is not entered into solely as an employment non-competition

covenant. To the maximum extent permitted by applicable law, during employment and for twenty-four (24) months thereafter, Founder shall

not, directly or indirectly, engage in, own, operate, finance, advise, assist or have an interest in any business that competes with

the Company in the Restricted Territory.

EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT

For

purposes of this Agreement, “Company Business” means the business of the Company as conducted or actively planned as of the

Closing or during Founder’s employment, including the products, services, technologies, software, AI/model, data, customer and

commercial activities described on the Schedule. “Restricted Territory” means each jurisdiction in which the Company conducts

business, has customers or actively pursued prospective customers, or has demonstrable plans to conduct business as of the Closing or

during Founder’s employment and with respect to which Founder had material involvement or received Confidential Information. Passive

ownership of less than two percent (2%) of the outstanding securities of a publicly traded company shall not violate this Section.

The

parties intend this Section 12 to be enforced as a reasonable sale-of-business covenant. If any court determines that this Section is

overbroad, the parties authorize the court to modify the covenant to the maximum scope enforceable under applicable law.

13.

Non-Disparagement.

Founder

shall not make disparaging, false or misleading statements about the Company, Buyer and Parent or their respective directors, officers,

employees, products, services, investors or business relationships. The Company shall not authorize its directors or executive officers,

and Buyer and Parent shall not authorize their directors or executive officers, to make disparaging, false or misleading statements about

Founder. This Section does not prohibit truthful statements required by law, legal process, governmental inquiry or protected activity

described in Section 7(c).

14.

Public-Company Compliance; No Trading.

Founder

shall comply with Parent’s insider trading policy, Regulation FD policies, trading windows, pre-clearance procedures, disclosure

controls, cybersecurity policies, code of conduct and other public-company policies applicable to Founder. Founder shall not trade in

Parent securities while in possession of material nonpublic information and shall not tip, disclose or misuse such information. Founder

shall promptly cooperate with Parent and its counsel, auditors and compliance personnel in connection with SEC, Nasdaq, disclosure-control,

cybersecurity and related public-company requirements.

15.

Compliance; Cooperation.

Founder

shall comply with applicable law, Company policies, customer and vendor requirements and reasonable compliance directives. During and

after employment, Founder shall reasonably cooperate with the Company, Buyer and Parent in audits, SEC filings, Nasdaq matters, litigation,

investigations, tax matters, IP filings, customer transitions, regulatory inquiries, enforcement of rights and other matters relating

to Founder’s employment, the Company, the Transaction or Founder’s knowledge, subject to reasonable scheduling and reimbursement

of reasonable out-of-pocket expenses as required by law or approved by the Company.

16.

Termination; Effect.

(a) On

termination of employment for any reason, the Company shall pay Founder all accrued but unpaid

base salary through the termination date, reimburse approved business expenses in accordance

with Section 5, and provide any vested benefits required by the applicable benefit plans

or applicable law. No severance, bonus, equity award or other payment shall be due unless

expressly set forth in the Schedule or another written agreement approved by the Board.

(b) Upon

termination of employment for any reason, Founder shall resign from all officer, director,

manager and other positions with the Company if requested by

the Company or Buyer, return all property, cooperate in transition, and continue to comply

with all surviving covenants. Termination does not affect Founder’s obligations under

the Stock Purchase Agreement, lock-up agreement, IP assignment or other ancillary agreements

entered into in connection with the Transaction (collectively, the “Ancillary Agreements”).

any notice period after the Initial Term, the Company may relieve Founder of some or all

duties, restrict access to Company Group systems and premises, require Founder not to contact

customers, vendors or employees, and place Founder on paid garden leave, provided the Company

continues to pay base salary through the end of the notice period unless employment is terminated

earlier for Cause or by mutual written agreement.

(d) The

parties acknowledge that a court may not order specific performance of Founder’s personal

services. Nothing in the preceding sentence limits any remedy for breach of this Agreement,

including damages, equitable relief for restrictive covenant breaches, clawback or forfeiture

rights under the Stock Purchase Agreement or Ancillary Agreements, or enforcement of post-employment

covenants.

EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT

17.

Remedies.

Founder

acknowledges that a breach of this Agreement would cause irreparable harm for which monetary damages would be inadequate. The Company,

Buyer and Parent shall be entitled to specific performance, injunctive relief and all other remedies available at law or in equity, without

posting bond, including forfeiture, clawback or setoff rights to the extent provided in the Stock Purchase Agreement or Ancillary Agreements.

Rights and remedies are cumulative and not exclusive.

18.

Third-Party Beneficiaries.

Buyer

and Parent are express third-party beneficiaries of Founder’s confidentiality, invention assignment, compliance, public-company,

no-trading, restrictive covenant, cooperation and remedies obligations and may enforce them directly to the maximum extent permitted

by law. Except as expressly stated in this Agreement, no other person is a third-party beneficiary of this Agreement.

19.

Notices.

Notices

under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier or email with confirmation

of transmission to the addresses or email addresses most recently provided by the receiving party. Notices to the Company shall include

a copy to the Board or such other person as the Company designates. Notices to Buyer or Parent shall include a copy to the attention

of Parent’s Chief Executive Officer or General Counsel, if any.

20.

Governing Law; Forum; Jury Waiver.

This

Agreement and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State

of New York, without giving effect to any conflict-of-law rule that would result in the application of the law of another jurisdiction;

provided that the corporate law of the applicable jurisdiction of organization shall govern internal corporate matters of the Company,

Buyer and Parent, and any non-waivable employment law of the jurisdiction where Founder performs services shall apply to the extent required

by law. Each party submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any

dispute arising out of or relating to this Agreement, subject to any non-waivable employment-law venue requirement. EACH PARTY IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY.

21.

Severability; Reformation.

any provision is held invalid, illegal or unenforceable, the provision shall be modified and enforced to the maximum extent permitted

by law and the remainder of this Agreement shall remain in effect. The parties intend that the restrictive covenants be construed as

separate covenants for each restricted activity, time period, business line and geographic area, so that if any covenant is held overbroad

it may be narrowed rather than invalidated in its entirety.

22.

Assignment.

Founder

may not assign or delegate this Agreement or any rights or obligations under it. The Company may assign this Agreement to Buyer, Parent,

an Affiliate, or any successor to all or substantially all of the Company’s business or assets, provided that the assignee assumes

the Company’s obligations under this Agreement. This Agreement shall bind and benefit the parties and their permitted successors

and assigns.

23.

Entire Agreement; Amendment.

This

Agreement, the Stock Purchase Agreement and the Ancillary Agreements constitute the entire agreement concerning Founder’s employment,

services, confidentiality, inventions and restrictive covenants and supersede all prior and contemporaneous understandings on those subjects.

This Agreement may be amended only by a writing signed by Founder, the Company and Buyer; provided that any amendment that imposes obligations

on Parent must be signed by Parent.

24.

Counterparts; Electronic Signatures.

This

Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together

constitute one instrument.

[Execution

page follows]

EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT

SIGNATURE

PAGE

The

parties have executed this Employment and Restrictive Covenant Agreement as of the date first written above.

NOVIANT INC.

By:

Name:

Title:

[FOUNDER NAME]

Acknowledged

and agreed for third-party beneficiary and enforcement rights:

AETHER COMPUTE LLC

By:

Name:

Title:

AETHER HOLDINGS, INC.

By:

Name:

Nicolas Lin

Title:

Chairman of the Board and CEO

EMPLOYMENT

AND RESTRICTIVE COVENANT AGREEMENT

SCHEDULE

Employment

Terms

EX-10.5

Filename: ex10-5.htm · Sequence: 8

Exhibit

10.5

FORM

OF RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT

THIS

RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is made as of August 7, 2026, by and among Noviant

Inc., a New York corporation (the “Company”), Aether Compute LLC, a Delaware limited liability company (“Buyer”),

Aether Holdings, Inc., a Delaware corporation (“Parent”), and [____________] (“Seller”). The Company, Buyer,

Parent and Seller are referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

A. Buyer,

Parent, the Company and the selling shareholders of the Company have entered into that certain

Stock Purchase Agreement, effective as of August 5, 2026 (as amended, supplemented or otherwise

modified from time to time, the “SPA”), pursuant to which Buyer will purchase

from the selling shareholders equity interests representing sixty percent (60%) of the fully

diluted equity interests of the Company immediately after the Closing, and Parent will provide

the consideration for Buyer, including the issuance of restricted shares of Parent common

stock.

B. Seller

is receiving substantial consideration under the SPA for the sale of Company equity, including

consideration attributable to Seller’s sale of goodwill, customer relationships, confidential

information, going-concern value and other intangible value associated with the Company and

the Business.

C. Seller

is not expected to be employed by the Company after the Closing. The Parties intend this

Agreement to be a sale-of-business and sale-of-goodwill restrictive covenant agreement, and

not an ordinary employment non-compete agreement or compensation arrangement.

D. The

execution and delivery of this Agreement by Seller is a material inducement to Buyer and

Parent to enter into the SPA, issue the Transaction Shares, pay the cash consideration, complete

the acquisition of the Purchased Shares and permit Seller to receive the benefits contemplated

by the SPA.

AGREEMENT

NOW,

THEREFORE, in consideration of the foregoing recitals, the mutual covenants set forth herein, the consideration payable under the SPA,

and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

Definitions.

Capitalized

terms used but not defined in this Agreement have the meanings given to them in the SPA. For purposes of this Agreement:

“Acquired

Goodwill” means the goodwill, going-concern value, customer relationships, vendor and supplier relationships, trade names,

reputation, know-how, confidential information, commercial opportunities, certifications, public-sector relationships and other intangible

value of the Company and the Business being transferred or preserved for Buyer and Parent in connection with the Transaction.

“Affiliate”

has the meaning set forth in the SPA.

“Business”

means the business conducted, proposed to be conducted or actively planned by the Company as of or before the Closing, including IT consulting,

managed IT services, managed security services, cybersecurity services, virtual CISO services, endpoint protection, patch management,

help desk and support services, data center and data infrastructure services, cloud solutions, data analytics, software and application

development, AI-related development and consulting, data management and governance, application migration, value-added resale and distribution

of enterprise hardware, software, support, maintenance and subscriptions, technical staff augmentation, public-sector/SLED procurement

support, RFP and deal-registration support, remote wellness monitoring and wearable-related technology solutions, and related products,

services and operations.

“Company

Confidential Information” means all non-public information concerning the Company, Buyer, Parent, the Business, the Transaction

or any Protected Party, whether in oral, written, electronic, visual or other form, including financial information, projections, budgets,

customer and prospect information, vendor and supplier information, pricing, margins, gross-margin and commission information, revenue

recognition materials, sales tax and accounting materials, certifications, audit materials, business plans, pipeline, proposals, bids,

RFPs, quote history, product and service information, software, code, scripts, automation tools, data, databases, AI models, algorithms,

technical materials, cybersecurity information, security controls, credentials, trade secrets, know-how, intellectual property, employee

and contractor information, and information received from or concerning customers, vendors, lenders, auditors, advisors or other third

parties.

“Protected

Parties” means the Company, Buyer, Parent, each of their respective Affiliates, and their respective successors and assigns.

“Restricted

Business” means any business, product, service, activity or line of business that competes with, is substantially similar to,

or is intended to replace or divert business from, the Business.

“Restricted

Customer” means any customer, client, account, prospect, governmental agency, public-sector account, channel opportunity, end

user or other Person: (a) to whom the Company sold or provided products or services during the thirty-six (36) months before the Closing;

(b) to whom the Company submitted a quote, proposal, bid, RFP response, statement of work or similar commercial proposal during the thirty-six

(36) months before the Closing; (c) with whom the Company had active sales, renewal, support, managed-service, implementation, warranty,

deployment, revenue-share, public-sector or business-development discussions during the thirty-six (36) months before the Closing; or

(d) about whom Seller obtained Company Confidential Information.

“Restricted

Territory” means New York, New Jersey and Connecticut, and each other jurisdiction, territory or market in which the Company

conducted business, generated revenue, performed services, sold products, submitted bids or proposals, maintained active prospects, pursued

public-sector or SLED opportunities, or had customer, vendor or supplier relationships during the thirty-six (36) months before the Closing.

“Restricted

Vendor” means any vendor, supplier, manufacturer, OEM, distributor, channel partner, reseller, subcontractor, lender, certifying

authority, public-sector partner, sales representative, consultant or other commercial counterparty with whom the Company had a business

relationship or active commercial discussions during the thirty-six (36) months before the Closing.

“Transaction

Shares” has the meaning set forth in the SPA.

Acknowledgment of Sale-of-Business Consideration.

Seller

acknowledges and agrees that: (a) Seller is a selling shareholder of the Company; (b) Seller is receiving substantial consideration under

the SPA; (c) such consideration includes consideration for the transfer and preservation of Acquired Goodwill; (d) the covenants in this

Agreement are a material part of the bargain reflected in the SPA; (e) Buyer and Parent would not enter into the SPA or consummate the

Transaction without Seller’s execution and performance of this Agreement; and (f) the covenants set forth herein are reasonable

and necessary to protect the value of the Business and Acquired Goodwill being acquired by Buyer.

Seller

further acknowledges that Seller has been advised to consult independent legal counsel, has had a reasonable opportunity to do so, and

is entering into this Agreement voluntarily and with full understanding of its terms.

Seller-Specific Transaction Acknowledgment.

Seller

acknowledges the share ownership, share transfer and consideration allocation set forth on Schedule 1 attached hereto.

Seller

is selling all of Seller’s shares of Company common stock at the Closing and acknowledges that, immediately following the Closing,

Seller will retain no shares, options, warrants, profit participation rights, voting rights, economic rights, governance rights or other

equity or equity-linked interests in the Company, except for Seller’s rights to receive the consideration expressly provided under

the SPA and the Transaction Shares subject to the applicable lock-up, leak-out, escrow, holdback, securities-law and transfer restrictions.

Non-Competition.

For

a period of three (3) years after the Closing Date, Seller shall not, directly or indirectly, whether as an owner, investor, partner,

member, shareholder, director, officer, manager, employee, consultant, advisor, independent contractor, agent, lender, financier, joint

venturer, representative or otherwise, own, manage, operate, control, finance, be employed by, consult for, advise, provide services

to, participate in, assist or have any financial or other interest in any Restricted Business in the Restricted Territory.

The

foregoing restriction applies only to the Restricted Business and does not prohibit Seller from: (a) owning not more than two percent

(2%) of the outstanding securities of a company whose securities are listed on a national securities exchange, so long as Seller does

not participate in the management, operation or control of such company; (b) working for a business with multiple divisions or lines

of business if Seller is not involved in the Restricted Business, does not perform services competitive with the Business, and does not

use or disclose Company Confidential Information; or (c) engaging in any activity expressly approved in advance in writing by Buyer and

Parent.

Customer Non-Solicitation; No Circumvention.

For

a period of five (5) years after the Closing Date, Seller shall not, directly or indirectly, solicit, market to, sell to, provide services

to, bid for, contract with, accept business from, divert, interfere with, or attempt to divert or interfere with, any Restricted Customer

for or in connection with any Restricted Business.

Seller

shall not use any Company Confidential Information, Acquired Goodwill, customer relationship, vendor relationship, pricing history, bid

history, quote history, RFP information, deal registration, certification, procurement history, technical information or other Company-related

information to obtain, pursue, support or assist any business from a Restricted Customer.

Employee, Contractor and Service Provider Non-Solicitation.

For

a period of three (3) years after the Closing Date, Seller shall not, directly or indirectly, solicit, recruit, hire, engage, employ,

retain, induce, encourage or assist any employee, consultant, contractor, sales representative, advisor or service provider of the Company,

Buyer or Parent to leave, reduce or modify such Person’s relationship with the Company, Buyer or Parent.

This

Section does not prohibit general solicitations not directed at any such Person, provided that Seller does not hire, engage or otherwise

retain any such Person as a result of such solicitation during the restricted period without Buyer and Parent’s prior written consent.

Vendor, Supplier, Certification and Relationship Non-Interference.

For

a period of five (5) years after the Closing Date, Seller shall not, directly or indirectly, interfere with, disrupt, impair, solicit

away, divert, induce a change in terms of, or otherwise adversely affect any relationship or prospective relationship between any Protected

Party and any Restricted Vendor or Restricted Customer.

Without

limiting the foregoing, Seller shall not take any action intended or reasonably likely to impair any Company certification, designation,

reseller authorization, vendor credit line, public-sector status, DBE/MBE/MWBE status, ISO certification, OEM authorization, channel

partner relationship, deal registration, lender relationship or insurance relationship.

Confidentiality; Non-Use.

Seller

shall hold all Company Confidential Information in strict confidence and shall not, directly or indirectly, disclose, publish, transmit,

transfer, use or permit the use of any Company Confidential Information except as expressly authorized in writing by Buyer and Parent

or as required by applicable law in accordance with this Agreement.

Seller

shall use Company Confidential Information solely as necessary to comply with Seller’s obligations under the SPA and this Agreement

and shall not use Company Confidential Information for Seller’s own benefit or for the benefit of any other Person. The obligations

in this Section continue for so long as the applicable information remains non-public or qualifies as a trade secret or confidential

information under applicable law.

Required Disclosures; Protected Activity.

Seller is required by law, subpoena, court order or governmental process to disclose any Company Confidential Information, Seller shall,

to the extent legally permitted, provide Buyer and Parent prompt written notice and reasonably cooperate with Buyer and Parent, at their

expense, to seek confidential treatment, a protective order or other appropriate relief.

Nothing

in this Agreement prohibits Seller from reporting possible violations of law to a governmental agency or regulator, participating in

an investigation conducted by a governmental agency or regulator, or making disclosures protected under applicable whistleblower laws.

Seller is not required to notify the Company, Buyer or Parent of any such protected disclosure.

Return of Property; Access; Credentials.

or before the Closing, or immediately upon request by Buyer or Parent, Seller shall return, transfer or permanently delete, as directed

by Buyer or Parent, all Company property and Company Confidential Information in Seller’s possession, custody or control, including

documents, files, devices, keys, access cards, records, laptops, mobile devices, storage media, passwords, credentials, cloud accounts,

source materials, customer materials, vendor materials and copies or extracts of any of the foregoing.

Seller

shall not retain access to any Company system, email account, cloud account, repository, customer portal, vendor portal, bank account,

payment system, CRM, accounting system, ticketing system, device, network or data environment, except as expressly authorized in writing

by Buyer and Parent.

10.

Intellectual Property; Confirmatory Assignments.

Seller

hereby confirms that all right, title and interest that Seller may have or claim in any invention, work product, software, code, script,

automation, design, document, proposal, template, trade secret, process, customer deliverable, data, database, domain, account, credential,

mark, copyright, know-how or other intellectual property or intangible asset created for, used in, held for use in, or related to the

Company or the Business has been assigned to and is owned by the Company, free and clear of all Encumbrances.

Seller

shall execute and deliver any confirmatory assignment, transfer instrument, account transfer, credential transfer, domain transfer, data

access authorization, customer notice, vendor notice or other document reasonably requested by Buyer, Parent or the Company to evidence,

perfect, confirm or enforce the Company’s ownership or control of such rights.

11.

No Disparagement; Communications.

Seller

shall not make, publish or communicate any statement or communication that is false, misleading, defamatory, disparaging or reasonably

likely to harm the reputation, business, customer relationships, vendor relationships, employees, officers, directors, products, services,

public-company status, financing relationships or goodwill of any Protected Party.

Seller

shall not make any public announcement, social media post, press statement, customer communication, vendor communication, employee communication

or investor communication concerning the SPA, this Agreement, the Transaction, Buyer, Parent or the Company without Parent’s prior

written consent, except as required by applicable law after reasonable advance notice to Parent or as protected under Section 8.

12.

Transition Cooperation.

Following

the Closing, Seller shall reasonably cooperate with Buyer, Parent and the Company in connection with transition matters, customer and

vendor confirmations, corporate records, tax filings, audits, SEC reporting support, litigation, threatened claims, lender matters, certification

matters, insurance matters, intellectual property matters and other matters relating to the Company or the Business before the Closing.

Seller

shall provide such cooperation at reasonable times and on reasonable notice. Buyer or the Company shall reimburse Seller for reasonable

documented out-of-pocket expenses approved in advance in writing, but Seller shall not be entitled to any additional compensation unless

separately agreed in writing by Buyer or Parent.

13.

Securities Law; No Trading.

Seller

acknowledges that Seller may receive or possess material non-public information concerning Parent, Buyer, the Company or the Transaction.

Seller shall not buy, sell, short, hedge, pledge, lend, trade or enter into any derivative or other transaction involving Parent securities

while in possession of material non-public information or otherwise in violation of applicable securities laws, Parent’s insider

trading policy, the SPA, the lock-up and leak-out agreement or any other Ancillary Agreement.

Seller

shall comply with all transfer restrictions, restrictive legends, stop-transfer instructions, trading-window rules, pre-clearance requirements,

leak-out restrictions, escrow restrictions and other securities-law obligations applicable to Seller’s Transaction Shares.

14.

Remedies; Equitable Relief.

Seller

acknowledges that a breach or threatened breach of this Agreement would cause irreparable harm for which monetary damages would not be

an adequate remedy. The Protected Parties shall be entitled to temporary, preliminary and permanent injunctive relief, specific performance

and other equitable relief to prevent or restrain any breach or threatened breach, without the necessity of proving actual damages or

posting bond, in addition to all other rights and remedies available at law, in equity, under the SPA, under any Ancillary Agreement

or otherwise.

The

restricted periods set forth in this Agreement shall be tolled during any period in which Seller is in breach of the applicable covenant,

so that Buyer and Parent receive the full benefit of the agreed restriction.

15.

Indemnification; Setoff.

Seller

shall indemnify, defend and hold harmless the Protected Parties from and against all losses, liabilities, damages, deficiencies, taxes,

penalties, fines, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and enforcement, arising

out of, resulting from or relating to Seller’s breach or threatened breach of this Agreement.

Buyer

and Parent may recover amounts owed by Seller under this Agreement by setoff against any amount or shares otherwise payable, issuable

or releasable to Seller under the SPA, the lock-up and leak-out agreement, the escrow or holdback agreement, or any other Ancillary Agreement,

without limiting any other rights or remedies.

16.

Reasonableness; Reformation; Severability.

Seller

agrees that the scope, duration and geographic reach of the covenants in this Agreement are reasonable in light of Seller’s ownership

of the Company, Seller’s sale of Company equity, the consideration payable to Seller, the sale of Acquired Goodwill, the nature

of the Business, the customer and vendor relationships of the Company, and the public-company and strategic interests of Buyer and Parent.

any covenant or portion of a covenant is held to be overbroad, invalid, illegal or unenforceable, the Parties intend that the court modify,

reform, blue-pencil or enforce the covenant to the maximum extent permitted by applicable law so as to give effect to the Parties’

intent and protect the Acquired Goodwill and legitimate business interests of the Protected Parties. The invalidity or unenforceability

of any provision shall not affect the validity or enforceability of any other provision.

17.

Governing Law; Forum.

This

Agreement and all claims arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws

of the State of New York, without regard to conflict-of-law rules that would result in the application of the laws of another jurisdiction.

Seller irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any

action arising out of or relating to this Agreement, except that Buyer, Parent or the Company may seek injunctive or equitable relief

in any court of competent jurisdiction.

Nothing

in this Agreement limits the forum-selection, governing-law, dispute-resolution, indemnity or enforcement provisions of the SPA or any

other Ancillary Agreement with respect to claims arising under such documents.

18.

Waiver of Jury Trial.

EACH

PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING

TO THIS AGREEMENT, THE SPA, ANY ANCILLARY AGREEMENT OR THE TRANSACTION.

19.

Successors; Assignment; Third-Party Beneficiaries.

This

Agreement binds Seller and Seller’s heirs, executors, administrators, successors and permitted assigns and inures to the benefit

of the Protected Parties and their respective successors and assigns. Seller may not assign this Agreement or any rights or obligations

hereunder without the prior written consent of Buyer and Parent.

Buyer

and Parent may assign this Agreement, in whole or in part, to any Affiliate, successor, acquirer, financing source, purchaser of all

or any material portion of the Company, Parent, Buyer or the Business, or other Person succeeding to or acquiring any part of the Acquired

Goodwill or Business. Each Protected Party is an express third-party beneficiary of this Agreement and may enforce this Agreement directly.

20.

Entire Agreement; Amendment; Counterparts.

This

Agreement, the SPA and the Ancillary Agreements constitute the entire agreement among the Parties concerning the subject matter hereof

and supersede all prior discussions, negotiations and understandings concerning such subject matter. In the event of conflict between

this Agreement and the SPA, the provision more protective of Buyer, Parent, the Company and the Acquired Goodwill shall control to the

maximum extent permitted by law.

This

Agreement may be amended only by a written instrument signed by Seller, Buyer, Parent and the Company. This Agreement may be executed

in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one instrument.

SIGNATURE

PAGE

WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

NOVIANT INC.

SELLER

By:

Name:

Kevin Wang

[Seller]

Title:

CEO

AETHER COMPUTE LLC

AETHER HOLDINGS, INC.

By:

Name:

Nicolas Lin

Name:

Nicolas Lin

Title:

CEO

Title:

Chairman of the Board

and CEO

SCHEDULE

Seller

Information and Transaction Acknowledgment

SCHEDULE

Excluded

Activities and Disclosures

EX-10.6

Filename: ex10-6.htm · Sequence: 9

Exhibit

10.6

Note

Purchase Agreement

This

Note Purchase Agreement (this

“Agreement”), dated as of August 5, 2026, is entered into by and between Aether

Holdings, Inc., a Delaware corporation (“Company”), and Streeterville

Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

A. Company

and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities

Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States

Securities and Exchange Commission (the “SEC”).

B. Investor

desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Secured Promissory

Note, in the form attached hereto as Exhibit A, in the original principal amount of $1,620,000.00 (the “Note”).

C. This

Agreement, the Note, the Security Agreement (as defined below), the IP Security Agreement (as defined below), the Guaranty (as defined

below), and all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in connection

with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the “Transaction Documents”.

NOW,

THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, Company and Investor hereby agree as follows:

1. Purchase

and Sale of Note.

1.1. Purchase

of Note. Company shall issue and sell to Investor and Investor shall purchase from Company the Note. In consideration thereof, Investor

shall pay the Purchase Price (as defined below) to Company.

1.2. Form

of Payment. On the Closing Date (as defined below), Investor shall pay the Purchase Price to Company via wire transfer of immediately

available funds against delivery of the Note.

1.3.

Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the

date of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be August 5,

2026, or another mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”)

shall occur on the Closing Date by means of the exchange of electronic signatures but shall be deemed for all purposes to have occurred

at the offices of Capital Law Partners PLLC in Lehi, Utah.

1.4. Original

Issue Discount. The Note carries an original issue discount of $120,000.00 (the “OID”). The OID will be included

in the initial principal balance of the Note. The “Purchase Price”, therefore, shall be $1,500,000.00, computed as

follows: $1,620,000.00 initial principal balance, less the OID.

1.5. Collateral.

Company’s obligations under the Note and the other Transaction Documents will be secured by: (i) all of Company’s assets

as further described in that certain Security Agreement dated May 13, 2026 between Investor and Company attached hereto as Exhibit

B (the “Security Agreement”); (ii) all of Company’s intellectual property as further described in the Intellectual

Property Security Agreement attached hereto as Exhibit C (the “IP Security Agreement”); and (iii) a guarantee

of Company’s obligations pursuant to the Transaction Documents by all of Company’s subsidiaries (the “Subsidiaries”),

pursuant to the Guaranty attached hereto as Exhibit D (the “Guaranty”). For the avoidance of doubt, Company

represents and warrants that its obligations under the Note and the other Transaction Documents will expressly be considered “Obligations”

under the Security Agreement.

2. Investor’s

Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been

duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with

its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933

Act; and (iv) Investor is not registered as a “dealer” under the 1934 Act.

3. Company’s

Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date: (i) Company is a corporation

duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite corporate

power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a foreign corporation

to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes

such qualification necessary; (iii) Company has registered its shares of common stock, par value $0.001 per share (the “Common

Shares”), under Section 12(b) or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”),

and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and

the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been

taken; (v) the Transaction Documents have been duly executed and delivered by Company and constitute the valid and binding obligations

of Company enforceable in accordance with their terms; (vi) the execution and delivery of the Transaction Documents by Company, the issuance

of the Note in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction

Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default

under (a) Company’s incorporation documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust,

or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including,

without limitation, any listing agreement for the Common Shares, or (c) any existing applicable law, rule, or regulation or any applicable

decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental

body having jurisdiction over Company or any of Company’s properties or assets; (vii) no further authorization, approval or consent

of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or

any lender of Company is required to be obtained by Company for the issuance of the Note to Investor or the entering into of the Transaction

Documents; (viii) none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material

fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of

the circumstances under which they were made, not misleading; (ix) Company has filed all reports, schedules, forms, statements and other

documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such

time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension;

(x) there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge

of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission,

board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a material

adverse effect on Company or which would adversely affect the validity or enforceability or, or the authority or ability of Company to

perform its obligations under, any of the Transaction Documents; (xi) Company has not consummated any financing transaction that has

not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any

time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1)

under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would

become due and owing by Company to any person or entity as a result of this Agreement or the transactions contemplated hereby (“Broker

Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person

or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to

any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this subsection

that may be due in connection with the transactions contemplated hereby and Company shall indemnify and hold harmless each of Investor,

Investor’s employees, officers, directors, stockholders members, managers, agents, and partners, and their respective affiliates,

from and against all claims, losses, damages, costs (including the costs of preparation and reasonable attorneys’ fees) and expenses

suffered in respect of any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, stockholders, members,

managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors,

employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter

into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or

promise of Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the

Transaction Documents; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the

transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of

the State of Utah, as set forth more specifically in Section 8.2 below, shall be applicable to the Transaction Documents and the transactions

contemplated therein, and Company waives any objection to such jurisdiction or venue; (xvii) Company acknowledges that Investor is not

registered as a ‘dealer’ under the 1934 Act; and (xviii) Company has performed due diligence and background research on Investor

and its affiliates and has received and reviewed the due diligence summary sheet provided by Investor. Company, being aware of the matters

and legal issues described in subsections (xvii) and (xviii) above, acknowledges and agrees that such matters, or any similar matters,

have no bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information

or legal theory as a defense to performance of its obligations under the Transaction Documents or in any attempt to avoid, modify, reduce,

rescind or void such obligations.

4. Company

Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full, or within

the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so long as

Investor beneficially owns the Note and for at least twenty (20) Trading Days (as defined in the Note) thereafter, Company will timely

file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and will

take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required

in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports

under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the Common Shares

shall be listed or quoted for trading on NYSE, NYSE American, or Nasdaq; (iii) trading in Company’s Common Shares will not be suspended,

halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal trading market; (iv) neither Company

nor any of its subsidiaries will make any Restricted Issuance (as defined below) without Investor’s prior written consent, which

consent may be granted or withheld in Investor’s sole and absolute discretion; (v) Company will not enter into any agreement or

otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Company: (a) from

entering into a variable rate transaction with Investor or any affiliate of Investor, or (b) from issuing Common Shares, preferred stock,

warrants, convertible notes, other debt securities, or any other Company securities to Investor or any affiliate of Investor; (vi) neither

Company nor any Subsidiary will grant any lien, security interest, guaranty, pledge or encumbrance on any of its assets without Investor’s

prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion; (vii) neither Company

nor the Subsidiaries will sell, transfer or issue any equity or grant any right to any equity interest or voting rights in the Subsidiaries;

and (viii) Company will not allow the Subsidiaries to incur any debt other than in the ordinary course of business. For purposes hereof,

the term “Restricted Issuance” means the issuance, incurrence or guaranty of any debt obligations (including any merchant

cash advance, account receivable factoring or other similar agreement), other than trade payables in the ordinary course of business,

or the issuance of any securities that (1) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which

the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Shares; (2) are

or may become convertible into Common Shares (including without limitation convertible debt, warrants or convertible preferred shares),

with a conversion price that varies with the market price of the Common Shares, even if such security only becomes convertible following

an event of default, the passage of time, or another trigger event or condition; (3) have a fixed conversion price, exercise price or

exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity security

(A) due to a change in the market price of Company’s Common Shares since the date of the initial issuance or (B) upon the occurrence

of specified or contingent events directly or indirectly related to the business of Company (including, without limitation, any “full

ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for

any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); or (4) are issued or to be issued

in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. For the avoidance

of doubt, none of the following will be considered Restricted Issuances: (i) current or future ATM facilities; (ii) primary offerings

of Common Shares or warrants without variable price mechanics or any anti-dilution, “alternate cash exercise” or other similar

mechanics or provisions that would allow for the reduction of the exercise price of the warrants or increase the number of shares exercisable

under the warrants; (iii) a commercial mortgage on the building owned by Company in New York City located at 110 Charlton Street, Retail

Unit B, Greenwich West Condominium, New York, New York 10014, up to the lesser of (1) $2,000,000.00, and (ii) 100% of the value of such

building; and (iv) a working capital line of credit on standard commercial bank terms up to the lesser of (1) $1,000,000.00, and (2)

100% of the value of Company’s receivables and inventory.

5. Conditions

to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Note to Investor at the Closing

is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:

5.1. Investor

shall have executed all applicable Transaction Documents and delivered the same to Company.

5.2. Investor

shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.

6. Conditions

to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Note at the Closing is subject to

the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s

sole benefit and may be waived by Investor at any time in its sole discretion:

6.1. Company

shall have executed all applicable Transaction Documents and delivered the same to Investor.

6.2. Company

shall have delivered to Investor a fully executed Officer’s Certificate substantially in the form attached hereto as Exhibit

E evidencing Company’s approval of the Transaction Documents.

6.3. The

Subsidiaries shall have executed and delivered the Guaranty.

7. Most

Favored Nation. So long as the Note is outstanding, upon any issuance by Company of any debt security with any economic term or condition

more favorable to the holder of such debt security or with a term in favor of the holder of such debt security that was not similarly

provided to Investor in the Transaction Documents, then Company shall notify Investor of such additional or more favorable economic term

and such term, at Investor’s option, shall become a part of the Transaction Documents for the benefit of Investor. Additionally,

if Company fails to notify Investor of any such additional or more favorable term, but Investor becomes aware that Company has granted

such a term to any third party, Investor may notify Company of such additional or more favorable term and such term shall become a part

of the Transaction Documents retroactive to the date on which such term was granted to the applicable third party. The types of economic

terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms

addressing conversions into Common Shares, conversion discounts, conversion lookback periods, interest rates, original issue discounts,

stock sale price, conversion price per share, warrant coverage, warrant exercise price, and anti-dilution/conversion and exercise price

resets.

8. Miscellaneous.

The provisions set forth in this Section 8 shall apply to this Agreement, as well as all other Transaction Documents as if these terms

were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth in this Section

8 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.

8.1. Arbitration

of Claims. The parties shall submit all Claims (as defined in Exhibit F) arising under this Agreement or any other Transaction

Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship of the parties to

binding arbitration pursuant to the arbitration provisions set forth in Exhibit F attached hereto (the “Arbitration Provisions”).

For the avoidance of doubt, the parties agree that the injunction described in Section 8.3 below may be pursued in an arbitration that

is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents. The parties hereby

acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable from all other

provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has reviewed the Arbitration

Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration

Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations

set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing representations. Company

acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding the Arbitration

Provisions.

8.2. Governing

Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity,

interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving effect

to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the

application of the laws of any jurisdiction other than the State of Utah. Each party consents to and expressly agrees that the exclusive

venue for arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of the parties or their

affiliates shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve disputes hereunder pursuant

to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents each party hereto hereby

(i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Salt Lake County,

Utah, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action

outside of any state or federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper venue and any claim or

objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding

in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Company acknowledges that the governing

law and venue provisions set forth in this Section 8.2 are material terms to induce Investor to enter into the Transaction Documents

and that but for Company’s agreements set forth in this Section 8.2 Investor would not have entered into the Transaction Documents.

8.3. Specific

Performance. Company acknowledges and agrees that Investor may suffer irreparable harm if Company fails to perform any material provision

of this Agreement or any of the other Transaction Documents in accordance with its specific terms. It is accordingly agreed that Investor

shall be entitled to one or more injunctions to prevent or cure breaches of the provisions of this Agreement or such other Transaction

Document and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which

Investor may be entitled under the Transaction Documents, at law or in equity. Company specifically agrees that: (i) following an Event

of Default (as defined in the Note) under the Note, Investor shall have the right to seek injunctive relief from a court or an arbitrator

prohibiting Company from issuing any of its Common Shares or preferred stock to any party unless fifty percent (50%) of the gross proceeds

received by Company in connection with such issuance are simultaneously used by Company to make a payment under the Note; (ii) following

a breach of Section 4(v) above, Investor shall have the right to seek injunctive relief from a court or arbitrator invalidating such

lock-up; and (iii) if Company or any of its subsidiaries enters into a definitive agreement that contemplates a Fundamental Transaction

(as defined in the Note), unless such agreement contains a closing condition that the Note is repaid in full upon consummation of the

transaction or Investor has provided its written consent in writing to such Fundamental Transaction, Investor shall have the right to

seek injunctive relief from a court or arbitrator preventing the consummation of such transaction. Company specifically acknowledges

that Investor’s right to obtain specific performance constitutes bargained for leverage and that the loss of such leverage would

result in irreparable harm to Investor. For the avoidance of doubt, in the event Investor seeks to obtain an injunction from a court

or an arbitrator against Company or specific performance of any provision of any Transaction Document, such action shall not be a waiver

of any right of Investor under any Transaction Document, at law, or in equity, including without limitation its rights to arbitrate any

Claim pursuant to the terms of the Transaction Documents, nor shall Investor’s pursuit of an injunction prevent Investor, under

the doctrines of claim preclusion, issues preclusion, res judicata or other similar legal doctrines, from pursuing other Claims in the

future in a separate arbitration

8.4. 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 signed via electronic signature (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.

8.5. Headings.

The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this

Agreement.

8.6. Severability.

In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such

provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute

or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability

of any other provision hereof.

8.7. Entire

Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties with respect

to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor makes

any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term sheets

or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction

Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any

affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there

is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents

shall govern.

8.8. Amendments.

No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties hereto.

8.9. Notices.

Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively

given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by email to

an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation which

is kept by sending party), (ii) the earlier of the date delivered or the fifth (5th) Trading Day after deposit, postage prepaid,

with an international courier, or (iii) the earlier of the date delivered or the third Trading Day after mailing by express courier,

with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following addresses

(or at such other addresses as such party may designate by five (5) calendar days’ advance written notice similarly given to each

of the other parties hereto):

to Company:

Aether

Holdings, Inc.

Attn:

Kuan Liang Lin

110

Charlton Street, Unit RET B

New

York, New York 10014

With

a copy to (which copy shall not constitute notice):

Venable

LLP

Attn:

William N. Haddad

151

W. 42nd St., 49th Floor

New

York, NY 10036

to Investor:

Streeterville

Capital, LLC

Attn:

John Fife

297

Auto Mall Drive #4

St.

George, Utah 84770

With

a copy to (which copy shall not constitute notice):

Hansen

Black Anderson Ashcraft PLLC

Attn:

Jonathan Hansen

3051

West Maple Loop Drive, Suite 325

Lehi,

Utah 84048

8.10. Successors

and Assigns. This Agreement and any of the severable rights, obligations and remedies inuring to the benefit of or to be performed

by Investor hereunder may be assigned by Investor to its affiliates, in whole or in part, without the need to obtain Company’s

consent thereto. Company may not assign or transfer its rights or obligations under this Agreement or delegate its duties hereunder,

whether directly or indirectly, without the prior written consent of Investor, and any such attempted assignment or delegation shall

be null and void.

8.11. Survival.

The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive the Closing

hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify and hold

harmless Investor and all its officers, members, managers, employees, attorneys, and agents for loss or damage related to any third-party

claims arising as a result of or related to any breach or alleged breach by Company of any of its representations, warranties and covenants

set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are

incurred. Such indemnification obligations shall survive termination of this Agreement.

8.12. Further

Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute

and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to

carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

8.13. Investor’s

Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents are cumulative

and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that Investor may

have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by statute,

and any and all such rights and remedies may be exercised from time to time and as often and in such order as Investor may deem expedient.

8.14. Attorneys’

Fees and Cost of Collection. In the event any suit, action or arbitration is filed by either party against the other to interpret

or enforce any of the Transaction Documents, the unsuccessful party to such action agrees to pay to the prevailing party all costs and

expenses, including reasonable attorneys’ fees incurred therein, including the same with respect to an appeal. The “prevailing

party” shall be the party in whose favor a judgment is entered, regardless of whether judgment is entered on all claims asserted

by such party and regardless of the amount of the judgment; or where, due to the assertion of counterclaims, judgments are entered in

favor of and against both parties, then the judge or arbitrator shall determine the “prevailing party” by taking into account

the relative dollar amounts of the judgments or, if the judgments involve nonmonetary relief, the relative importance and value of such

relief. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous

or bad faith pleading. If (i) the Note is placed in the hands of an attorney for collection or enforcement prior to commencing arbitration

or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor otherwise takes action to

collect amounts due under the Note or to enforce the provisions of the Note, or (ii) there occurs any bankruptcy, reorganization, receivership

of Company or other proceedings affecting Company’s creditors’ rights and involving a claim under the Note; then Company

shall pay the costs incurred by Investor for such collection, enforcement or action or in connection with such bankruptcy, reorganization,

receivership or other proceeding, including, without limitation, reasonable attorneys’ fees, expenses, deposition costs, and disbursements.

8.15. Waiver.

No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party granting the

waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to

any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a

party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

8.16. Waiver

of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION,

PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS

OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW

OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY

WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.

8.17. Time

is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the other

Transaction Documents.

8.18. Voluntary

Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions needed

for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents and

fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived the

right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or undue

influence by Investor or anyone else.

8.19. Third-Party

Beneficiaries. This Agreement and each of the other Transaction Documents is intended for the benefit of the parties hereto and their

respective permitted successors and assigns. There are no third-party beneficiaries of this Agreement or any other Transaction Document.

Nothing in this Agreement or any other Transaction Document, express or implied, is intended to confer upon any other person any rights,

remedies, obligations or liabilities of any nature whatsoever.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above written.

INVESTOR:

Streeterville

Capital, LLC

By:

/s/

John Fife

John Fife, President

COMPANY:

Aether Holdings,

Inc.

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, Chief Executive Officer

[Signature

Page to Note Purchase Agreement]

ATTACHED

EXHIBITS:

Exhibit A

Note

Exhibit B

Security Agreement

Exhibit C

IP Security Agreement

Exhibit D

Guaranty

Exhibit E

Officer’s Certificate

Exhibit F

Arbitration Provisions

Exhibit

ARBITRATION

PROVISIONS

1. Dispute

Resolution. For purposes of these arbitration provisions (the “Arbitration Provisions”), the term “Claims”

means any disputes, claims, demands, causes of action, requests for injunctive relief, requests for specific performance, liabilities,

damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction

Documents and any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake,

fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition

precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement

(or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. For the avoidance of doubt, Investor’s

pursuit of an injunction or other Claim pursuant to these Arbitration Provisions or with a court will not later prevent Investor under

the doctrines of claim preclusion, issue preclusion, res judicata or other similar legal doctrines from pursuing other Claims in a separate

arbitration in the future. The parties to the Agreement (the “parties”) hereby agree that the Claims may be arbitrated

in one or more arbitrations pursuant to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all

other Claims). The parties to the Agreement hereby agree that these Arbitration Provisions are binding on each of them. As a result,

any attempt to rescind the Agreement (or these Arbitration Provisions) or any other Transaction Document or declare the Agreement (or

these Arbitration Provisions) or any other Transaction Document invalid or unenforceable pursuant to Section 29 of the 1934 Act or for

any other reason is subject to these Arbitration Provisions. Any capitalized term not defined in these Arbitration Provisions shall have

the meaning set forth in the Agreement.

2. Arbitration.

Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted exclusively

in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right

provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the arbitrator rendered

pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding upon the parties, (b) the sole

and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator,

and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to

the Appeal Right, any costs or fees, including without limitation reasonable attorneys’ fees, incurred in connection with or incident

to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement.

The Arbitration Award shall include default interest (as defined or otherwise provided for in the Note, “Default Interest”)

(with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration Award.

Judgment upon the Arbitration Award will be entered and enforced by any state or federal court sitting in Salt Lake County, Utah.

3. The

Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration Act,

U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”). Notwithstanding

the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the event of conflict or variation

between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions

shall control and the parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration Act that may

conflict with or vary from these Arbitration Provisions.

4. Arbitration

Proceedings. Arbitration between the parties will be subject to the following:

4.1 Initiation

of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration by giving

written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under Section

8.9 of the Agreement (the “Notice Provision”); provided, however, that the Arbitration Notice may not be given

by email or fax. Arbitration will be deemed initiated as of the date that the Arbitration Notice is deemed delivered to such other party

under the Notice Provision (the “Service Date”). After the Service Date, information may be delivered, and notices

may be given, by email or fax pursuant to the Notice Provision or any other method permitted thereunder. The Arbitration Notice must

describe the nature of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims in the

Arbitration Notice must be pleaded consistent with the Utah Rules of Civil Procedure.

4.2 Selection

and Payment of Arbitrator.

(a)

Within ten (10) calendar days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators

that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such

three (3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For the avoidance of

doubt, each Proposed Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within five (5) calendar days after

Investor has submitted to Company the names of the Proposed Arbitrators, Company must select, by written notice to Investor, one (1)

of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select one

of the Proposed Arbitrators in writing within such 5-day period, then Investor may select the arbitrator from the Proposed Arbitrators

by providing written notice of such selection to Company.

(b)

If Investor fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph

(a) above, then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators

that are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Investor. Investor may

then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Investor, select, by written notice

to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Investor

fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by Company, then Company

may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice of such selection to

Investor.

(c)

If a Proposed Arbitrator chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected

such Proposed Arbitrator may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the

chosen Proposed Arbitrator declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators

decline or are otherwise unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this

Paragraph 4.2.

(d)

The date that the Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both

parties to serve as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator

resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to

continue the Arbitration. If Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then

the arbitrator shall be selected under the then prevailing rules of the American Arbitration Association.

(e)

Subject to Paragraph 4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if

one party refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to

the accrual of Default Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.

4.3 Applicability

of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Utah Rules of Civil

Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without limitation, to the

filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Utah Rules of Evidence

shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is the parties’

intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of any conflict between

the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these Arbitration Provisions shall

control.

4.4 Answer

and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating

the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required

deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against

such party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within

the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration

Notice, against a party that fails to submit an answer within such time period.

4.5 Related

Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal

proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject

to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration

Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party

files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will

be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails

to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall

be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal

or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined

in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation

Proceedings pursuant to the Arbitration Act. In the event either party successfully petitions a court to compel arbitration, the losing

party in such action shall be required to pay the prevailing party’s reasonable attorneys’ fees and costs incurred in connection

with such action.

4.6 Discovery.

Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:

(a)

Written discovery will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof,

and the written discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded

in the Arbitration. The party seeking written discovery shall always have the burden of showing that all of the standards and limitations

set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited

as follows:

(i) To

facts directly connected with the transactions contemplated by the Agreement.

(ii) To

facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or less

expensive than in the manner requested.

(b)

No party shall be allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests

for admission (including discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than

three (3) depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions

will be borne by the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition

of the estimated reasonable attorneys’ fees that such party expects to incur in connection with defending the deposition. If the

party defending the deposition fails to submit an estimate of reasonable attorneys’ fees within five (5) calendar days of its receipt

of a deposition notice, then such party shall be deemed to have waived its right to the estimated reasonable attorneys’ fees. The

party taking the deposition must pay the party defending the deposition the estimated reasonable attorneys’ fees prior to taking

the deposition, unless such obligation is deemed to be waived as set forth in the immediately preceding sentence. If the party taking

the deposition believes that the estimated reasonable attorneys’ fees are unreasonable, such party may submit the issue to the

arbitrator for a decision. All depositions will be taken in Utah.

(c)

All discovery requests (including document production requests included in deposition notices) must be submitted in writing to the arbitrator

and the other party. The party submitting the written discovery requests must include with such discovery requests a detailed explanation

of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure.

The receiving party will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the

arbitrator an estimate of the reasonable attorneys’ fees and costs associated with responding to such written discovery requests

and a written challenge to each applicable discovery request. After receipt of an estimate of reasonable attorneys’ fees and costs

and/or challenge(s) to one or more discovery requests, consistent with subparagraph (c) above, the arbitrator will within three (3) calendar

days make a finding as to the likely reasonable attorneys’ fees and costs associated with responding to the discovery requests

and issue an order that (i) requires the requesting party to prepay the reasonable attorneys’ fees and costs associated with responding

to the discovery requests, and (ii) requires the responding party to respond to the discovery requests as limited by the arbitrator within

twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests. If a party entitled to submit

an estimate of reasonable attorneys’ fees and costs and/or a challenge to discovery requests fails to do so within such 5-day period,

the arbitrator will make a finding that (A) there are no reasonable attorneys’ fees or costs associated with responding to such

discovery requests, and (B) the responding party must respond to such discovery requests (as may be limited by the arbitrator) within

twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests. Any party submitting any written

discovery requests, including without limitation interrogatories, requests for production subpoenas to a party or a third party, or requests

for admissions, must prepay the estimated reasonable attorneys’ fees and costs, before the responding party has any obligation

to produce or respond to the same, unless such obligation is deemed waived as set forth above.

(d)

In order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth

in these Arbitration Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery

request does not satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the arbitrator

may modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.

(e)

Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of

the Arbitration Commencement Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following:

(i) a complete statement of all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name

and qualifications, including a list of all the expert’s publications within the preceding ten (10) years, and a list of any other

cases in which the expert has testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii)

the compensation to be paid for the expert’s report and testimony. The parties are entitled to depose any other party’s expert

witness one (1) time for no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter

not fairly disclosed in the expert report.

4.7 Dispositive

Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules of Civil Procedure

(a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the

arbitrator and to the other party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion.

Within seven (7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other

party a memorandum in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar

days of delivery of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to

the arbitrator and to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If

the applicable party shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver the

Reply Memorandum as required above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion

shall proceed regardless.

4.8 Confidentiality.

All information disclosed by either party (or such party’s agents) during the Arbitration process (including without limitation

information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature. Each party

agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration process (including

without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure such information becomes

public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party or its agents, (b) such

information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified the other

party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction prior

to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives and legal counsel on a need

to know basis who each agree in writing not to disclose such information to any third party. Pursuant to Section 118(5) of the Arbitration

Act, the arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure of privileged information

and confidential information upon the written request of either party.

4.9 Authorization;

Timing; Scheduling Order. Subject to all other sections of these Arbitration Provisions, the parties hereby authorize and direct

the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the Arbitration

proceedings to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby agree that an Arbitration

Award must be made within one hundred twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator is hereby authorized

and directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date in order to establish

a scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents by the parties to

enable the arbitrator to render a decision prior to the end of such 120-day period.

4.10 Relief.

The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator

deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator

may not award exemplary or punitive damages.

4.11 Fees

and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being awarded

the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,

penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration, and

(b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery

costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.

4.12 Motion

to Vacate. Following the entry of the Arbitration Award, if either party desires to file a Motion to Vacate the Arbitration Award

with a court in Salt Lake County, Utah, it must do so within the earlier of: (a) thirty (30) days of entry of the Arbitration Award;

and (b) in response to the prevailing party’s Motion to Confirm the Arbitration Award.

5. Arbitration

Appeal.

5.1 Initiation

of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period of

thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant elects

to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel of

arbitrators as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein

as the “Appeal Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph

4.1 above with respect to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee,

the Appellant must also pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond

in the amount of 110% of the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing.

In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance

with the provisions of this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will

not be further conditioned. In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond)

to the other party within the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award.

The Arbitration Award will be considered final until the Appeal Notice has been properly delivered and the applicable appeal bond has

been posted (along with proof of payment of the applicable bond). The parties acknowledge and agree that any Appeal shall be deemed part

of the parties’ agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.

5.2 Selection

and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment

of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration

panel (the “Appeal Panel”).

(a)

Within ten (10) calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators

that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such

five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance

of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with Utah ADR Services, and shall not be the arbitrator

who rendered the Arbitration Award being appealed (the “Original Arbitrator”). Within five (5) calendar days after

the Appellee has submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant must select, by written notice

to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal Panel. If the Appellant fails to select

three (3) of the Proposed Appeal Arbitrators in writing within such 5-day period, then the Appellee may select such three (3) arbitrators

from the Proposed Appeal Arbitrators by providing written notice of such selection to the Appellant.

(b)

If the Appellee fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after

the Appeal Date pursuant to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed

Appeal Arbitrators, identify the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators

by Utah ADR Service (none of whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may then, within five

(5) calendar days after the Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to

the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within

such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant

may select the three (3) members of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice

of such selection to the Appellee.

(c)

If a selected Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal

Arbitrator may select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date

a chosen Proposed Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three

(3) of the five (5) designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator

selection process shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators

who have already agreed to serve shall remain on the Appeal Panel.

(d) The

date that all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered

to both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal

Commencement Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in

writing (including via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel

to serve as the lead arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes

of these Arbitration Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make

determinations upon the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator

on the Appeal Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the

Appeal proceedings, a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member

of the Appeal Panel. If Utah ADR Services ceases to exist or to provide a list of neutrals, then the arbitrators for the Appeal

Panel shall be selected under the then prevailing rules of the American Arbitration Association.

(e)

Subject to Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.

5.3 Appeal

Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel shall

conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and all other

provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate for a fair

and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous evidence

and discovery, together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents filed

with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal Panel

shall not permit the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new witnesses

or affidavits, and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the Arbitration

Award.

5.4 Timing.

(a) Within

seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal Panel

copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents

filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,

but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning

or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)

calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal

Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s

delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply

Memorandum to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of

this subparagraph (a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final.

If the Appellee shall fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply

Memorandum as required above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and

the Appeal shall proceed regardless.

(b)

Subject to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by

the Appeal Panel within thirty (30) calendar days of the Appeal Commencement Date, and that the Appeal Panel must render its decision

within thirty (30) calendar days after the Appeal is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement

Date).

5.5 Appeal

Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator

on the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety

and make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall

remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive

remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)

be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,

including without limitation reasonable attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel

Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award

shall include Default Interest (with respect to monetary awards) at the rate specified in the Note for Default Interest both before and

after the Arbitration Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in

Salt Lake County, Utah.

5.6 Relief.

The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems proper

under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal Panel may

not award exemplary or punitive damages.

5.7 Fees

and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded

the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,

penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration and

the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel, which,

for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any

party) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and

other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including without

limitation in connection with the Appeal).

Miscellaneous.

6.1 Severability.

If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall be

modified to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration

Provisions shall remain unaffected and in full force and effect.

6.2 Governing

Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict of laws principles

therein.

6.3 Interpretation.

The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the interpretation

of, these Arbitration Provisions.

6.4 Waiver.

No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by the party

granting the waiver.

6.5 Time

is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.

[Remainder

of page intentionally left blank]

EX-10.7

Filename: ex10-7.htm · Sequence: 10

Exhibit

10.7

INTELLECTUAL

PROPERTY SECURITY AGREEMENT

This

INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of August 5, 2026, is made by

Aether Holdings, Inc., a Delaware corporation (“Debtor”), in favor

of STREETERVILLE CAPITAL, LLC, a Utah limited liability company (the “Secured Party”).

A. Debtor

agreed to issue to Secured Party a Secured Promissory Note, as may be amended from time to

time (the “Note”), pursuant to a certain Securities Purchase Agreement

of even date herewith by and between Debtor and Secured Party (the “Purchase Agreement”).

B. In

order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed

to secure its obligations under the Note with that certain Security Agreement dated May 13,

2026 by and between Debtor and Secured Party (the “Security Agreement”)

and to grant Secured Party a security interest in certain “Collateral” as defined

in the Security Agreement.

C. Under

the terms of the Security Agreement, Debtor has granted to Secured Party a security interest

in, among other property, certain intellectual property of the Debtor, and has agreed to

execute and deliver this IP Security Agreement for recording with governmental authorities,

including, but not limited to, the United States Patent and Trademark Office and the United

State Copyright Office.

NOW,

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Grant of Security.

Debtor hereby pledges and grants to Secured Party a security interest in and to all of the right, title, and interest of such Debtor

in, to, and under the following (the “IP Collateral”):

(a)

the patents, patent applications and trademarks set forth on Schedule 1 hereto and all reissues, divisions, continuations, continuations-in-part,

renewals, extensions, and reexaminations thereof, and amendments thereto;

(b)

the trademark registrations and applications set forth on Schedule 1 hereto, together with the goodwill connected with the use

thereof and symbolized thereby, and all extensions and renewals thereof;

(c)

the copyright registrations and applications set forth on Schedule 1 hereto, and all extensions and renewals thereof;

(d)

all rights of any kind whatsoever of Debtor accruing under any of the foregoing provided by applicable law of any jurisdiction, by international

treaties and conventions and otherwise throughout the world;

(e)

any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the

foregoing; and

(f)

any and all claims and causes of action with respect to any of the foregoing, whether occurring before, on, or after the date hereof,

including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and

future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such

legal and equitable relief and to collect, or otherwise recover, any such damages.

Recordation. Debtor authorizes the

Commissioner for Patents, the Commissioner for Trademarks, and the Register of Copyrights to record and register this IP Security Agreement

upon request by the Secured Party.

Loan Documents.

This IP Security Agreement has been entered into pursuant to and in conjunction with the Security Agreement, the Purchase Agreement,

the Note and all other documents related thereto and entered into in connection therewith (the “Loan Documents”),

which are hereby incorporated by reference. The provisions of the Loan Documents shall supersede and control over any conflicting or

inconsistent provision herein. The rights and remedies of the Secured Party with respect to the IP Collateral are as provided by the

Loan Documents and nothing in this IP Security Agreement shall be deemed to limit such rights and remedies.

General Representations and Warranties. In addition to those representations and warranties made in the Security Agreement, Debtor

hereby represents and warrants to Secured Party that:

(a)

Debtor owns, has independently developed, and

has the valid right to encumber use, possess, develop, sell, license, copy, distribute, market, advertise and/or dispose of all IP Collateral.

(b)

The IP Collateral does not infringe, whether indirectly (e.g., contributorily

or by induced infringement) or directly, upon any copyright, trademark, trade dress, trade secret or patent or other proprietary or intellectual

property right of any third party in the United States or in any country or jurisdiction worldwide, and that no third party in the United

States or in any country or jurisdiction worldwide has made any infringement or misappropriation claims against Debtor regarding the

IP Collateral.

(c)

All applications and registrations related to the IP Collateral are valid, enforceable, subsisting, and have not expired, been revoked

or cancelled for failure to prosecute, and all issuance, renewal, maintenance and other payments that are or have become due with respect

thereto have been timely paid by or on behalf of the Debtor.

(d)

Debtor has not assigned any right, title or interest in the IP Collateral to any third party.

(e)

There is no pending or threatened claim or litigation contesting the validity or ownership of the IP Collateral. There is no legitimate

basis for any such claim, nor has Debtor received any notice asserting that any IP Collateral or the proposed encumbrance, use, sale,

license or disposition thereof conflicts or shall conflict with the rights of any other party, nor is there any legitimate basis for

any such assertion.

(f)

Debtor represents and warrants to Secured Party that

Schedule 1 attached hereto is a true, complete and accurate list of all patents, patent applications, trademarks, trademark applications,

copyrights, and copyright applications owned by Debtor.

Execution in Counterparts. This IP

Security 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 electronic signature (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.

Successors and Assigns. This IP Security

Agreement will be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns. This IP

Security Agreement may be assigned by Secured Party to its affiliates that are permitted assignees of the Note, upon prior written notice

to Debtor, without the need to obtain Debtor’s consent thereto, provided that any such assignee agrees in writing to be bound by

the terms of all Transaction Documents (as defined in the Purchase Agreement) as though an original party thereto. Except as set forth

above, neither Secured Party nor Debtor may assign its rights or obligations under this IP Security Agreement or delegate its duties

hereunder, whether directly or indirectly, without the prior written consent of the other party, and any such attempted assignment or

delegation shall be null and void.

Governing Law;

Arbitration. This IP Security Agreement and any

claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to

this IP Security Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with,

the laws of the United States and the State of Utah, without giving effect to any choice or conflict of law provision or rule (whether

of the State of Utah or any other jurisdiction), and will be subject to the Arbitration

Provisions (as defined in the Purchase Agreement) attached as an exhibit to the Purchase Agreement.

[Signature

Page Follows]

WITNESS WHEREOF, Debtor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized

as of the date first above written.

AETHER

HOLDINGS, INC.

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, CEO

Address

for Notices:

AGREED

TO AND ACCEPTED:

STREETERVILLE CAPITAL, LLC

By:

/s/

John Fife

John Fife, President

Address for Notices:

[Signature

Page to Intellectual Property Security Agreement]

SCHEDULE

TRADEMARKS

EX-10.8

Filename: ex10-8.htm · Sequence: 11

Exhibit

10.8

GUARANTY

This

GUARANTY, made effective as of August 5, 2026, is given by each of the undersigned entities set forth on the signature page

hereto (all such entities together, “Guarantors”, and each individually, a “Guarantor”), for the

benefit of Streeterville Capital, LLC, a Utah limited liability company (“Investor”).

PURPOSE

Aether Holdings, Inc., a Delaware corporation and parent of Guarantors (“Company”), has issued to Investor that certain

Secured Promissory Note of even date herewith in the original principal amount of $1,620,000.00 (the “Note”).

The Note was issued pursuant to the terms of a Note Purchase Agreement of even date herewith between Company and Investor (the “Purchase

Agreement”).

Investor agreed to provide the financing to Company evidenced by the Note only upon the inducement and representation of Guarantors that

they would guaranty certain indebtedness, liabilities and obligations of Company owed to Investor under the Note, as provided herein.

NOW,

THEREFORE, in consideration of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

and in order to induce Investor to purchase the Note and provide the financing contemplated therein, each Guarantor hereby agrees for

the benefit of Investor as follows:

GUARANTY

Indebtedness Guaranteed. Each Guarantor hereby absolutely and unconditionally guarantees the prompt payment in full of the Obligations

(as defined below), as and when the same (including without limitation portions thereof) become due and payable. Each Guarantor acknowledges

that the amount of the Obligations may exceed the principal amount of the Note. Each Guarantor further acknowledges that the foregoing

guarantee is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. For purposes

of this Guaranty, “Obligations” means all loans, advances, debts, liabilities and obligations, arising on or after

the date of this Guaranty, owed by Company or Guarantors to Investor, whether created by that certain Secured Promissory Note in the

original principal amount of $3,240,000.00 issued by Company in favor of Investor on May 13, 2026 (the “Prior Note”),

the Note (and together with the Prior Note, the “Notes”), the Purchase Agreement, or any other Transaction Documents,

including any modification or amendment to any of the foregoing.

Representations and Warranties. Each Guarantor hereby represents and warrants to Investor that:

(a)

Guarantor is a company, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and

has the power and authority and the legal right to own and operate its properties and to conduct the business in which it is currently

engaged.

(b)

Guarantor has the power and authority and the legal right to execute and deliver, and to perform its obligations under, this Guaranty

and has taken all necessary action required by its form of organization to authorize such execution, delivery and performance.

(c)

This Guaranty constitutes Guarantor’s legal, valid and binding obligation enforceable in accordance with its terms, except as enforceability

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’

rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(d)

The execution, delivery and performance of this Guaranty will not (i) violate any provision of any law, statute, rule or regulation or

any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect

having applicability to Guarantor, (ii) violate or contravene any provision of Guarantor’s organizational documents, or (iii) result

in a breach of or constitute a default under any indenture, loan or credit agreement or any other material agreement, lease or instrument

to which Guarantor is a party or by which it or any of its properties may be bound or result in the creation of any lien thereunder.

Guarantor is not in default under or in violation of any such law, statute, rule or regulation, order, writ, judgment, injunction, decree,

determination or award or any such indenture, loan or credit agreement or other agreement, lease or instrument in any case in which the

consequences of such default or violation could have a material adverse effect on its business, operations, properties, assets or condition

(financial or otherwise).

(e)

No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any

governmental or public body or authority is required on Guarantor’s part to authorize, or is required in connection with the execution,

delivery and performance of, or the legality, validity, binding effect or enforceability of, this Guaranty.

(f)

There are no actions, suits or proceedings pending or, to Guarantor’s knowledge, threatened against or affecting Guarantor or any

of its properties before any court or arbitrator, or any governmental department, board, agency or other instrumentality which, if determined

adversely to Guarantor, would have a material adverse effect on its business, operations, property or condition (financial or otherwise)

or on its ability to perform its obligations hereunder.

(g)

(i) This Guaranty is not given with actual intent to hinder, delay or defraud any entity to which Guarantor is, or will become on or

after the date of this Guaranty, indebted, (ii) Guarantor has received at least a reasonably equivalent value in exchange for the giving

of this Guaranty, (iii) Guarantor is not insolvent, as defined in any applicable state or federal statute, nor will Guarantor be rendered

insolvent by the execution and delivery of this Guaranty to Investor, and (iv) Guarantor does not intend to incur debts that will be

beyond Guarantor’s ability to pay as such debts become due.

(h)

Guarantor has examined or has had the full opportunity to examine the Notes and all the other Transaction Documents, all the terms of

which are acceptable to Guarantor.

(i)

This Guaranty is given in consideration of Investor entering into the Note and providing financing thereunder.

(j)

Guarantor is not insolvent, as defined in any applicable state or federal statute, nor will Guarantor be rendered insolvent by the execution

and delivery of this Guaranty to Investor.

(k)

Guarantor has received adequate consideration and at least a reasonably equivalent value in exchange for the giving of this Guaranty,

which Guarantor hereby acknowledges having received, and thereby will materially benefit from the financial accommodations granted to

Company by Investor pursuant to the Note. Investor may rely conclusively on the continuing warranty, hereby made, that Guarantor continues

to be benefitted by Investor’s extension of credit accommodations to Company and Investor shall have no duty to inquire into or

confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by Investor without regard to the receipt,

nature or value of any such benefits. As such, this Guaranty is a valid and binding obligation of Guarantor. Guarantor further covenants

and agrees that it will not use lack of consideration as a defense to its performance of its obligations under this Guaranty.

Alteration of Obligations. In such manner, upon such terms and at such times as Investor and Company deem best and without notice

to Guarantor, Investor and Company may alter, compromise, accelerate, extend, renew or change the time or manner for the payment of any

Obligation, increase or reduce the rate of interest on the Notes, release Company, as to all or any portion of the Obligations, release,

substitute or add any one or more guarantors or endorsers, accept additional or substituted security therefor, or release or subordinate

any security therefor. No exercise or non-exercise by Investor of any right available to Investor, no dealing by Investor with Guarantors

or any other guarantor, endorser of the Notes or any other person, and no change, impairment or release of all or a portion of the obligations

of Company under any of the Transaction Documents or suspension of any right or remedy of Investor against any person, including, without

limitation, Company and any other such guarantor, endorser or other person, shall in any way affect any of the obligations of Guarantors

hereunder or any security furnished by Guarantors or give Guarantors any recourse against Investor. Guarantors acknowledges that its

obligations hereunder are independent of the obligations of Company.

Waiver. To the extent permitted by law, each Guarantor hereby waives and relinquishes all rights and remedies accorded by applicable

law to guarantors and agrees not to assert or take advantage of any such rights or remedies, including (without limitation) (a) any right

to require Investor to proceed against Company or any other person or to pursue any other remedy in Investor’s power before proceeding

against Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person

or persons or the failure of Investor to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding)

of any other person or persons; (c) demand, protest and notice of any kind, including, without limitation, notice of the existence, creation

or incurring of any new or additional indebtedness, liability or obligation or of any action or non-action on the part of Company, Investor,

any endorser or creditor of Company or Guarantor or on the part of any other person whomsoever under this or any other instrument in

connection with any obligation or liability or evidence of indebtedness held by Investor as collateral or in connection with any Obligation

hereby guaranteed; (d) any defense based upon an election of remedies by Investor which may destroy or otherwise impair the subrogation

rights of Guarantor or the right of Guarantor to proceed against Company for reimbursement, or both; (e) any defense based upon any statute

or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome

than that of the principal; (f) any duty on the part of Investor to disclose to Guarantor any facts Investor may now or hereafter know

about Company, regardless of whether Investor has reason to believe that any such facts materially increase the risk beyond that which

Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate

such facts to Guarantor, since Guarantor acknowledges that it is fully responsible for being and keeping informed of the financial condition

of Company and of all circumstances bearing on the risk of non-payment of any Obligation; (g) any defense arising because of Investor’s

election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy

Code; (h) any defense based on any borrowing or grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any

claim, right or remedy which Guarantor may now have or hereafter acquire against Company that arises hereunder and/or from the performance

by Guarantor hereunder, including, without limitation, any claim, right or remedy of Investor against Company or any security which Investor

now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common

law or otherwise; and (j) any obligation of Investor to pursue any other guarantor or any other person, or to foreclose on any collateral.

Bankruptcy. So long as any Obligation shall be owing to Investor, Guarantors shall not, without the prior written consent of Investor,

commence or join with any other person in commencing any bankruptcy, reorganization, or insolvency proceeding against Company. The obligations

of Guarantors under this Guaranty shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involving the

bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company, or by any defense which Company may have

by reason of any order, decree or decision of any court or administrative body resulting from any such proceeding.

Claims in Bankruptcy. Guarantors shall file in any bankruptcy or other proceeding in which the filing of claims is required or

permitted by law all claims that Guarantors may have against Company relating to any indebtedness, liability or obligation of Company

owed to Guarantors and will assign to Investor all rights of Guarantors thereunder. If Guarantors do not file any such claim, Investor,

as attorney-in-fact for Guarantors, is hereby authorized to do so in the name of Guarantors or, in Investor’s discretion, to assign

the claim to a nominee and to cause proof of claim to be filed in the name of Investor’s nominee. The foregoing power of attorney

is coupled with an interest and cannot be revoked. Investor or Investor’s nominee shall have the sole right to accept or reject

any plan proposed in such proceeding and to take any other action that a party filing a claim is entitled to do. In all such cases, whether

in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Investor the amount payable

on such claim and, to the full extent necessary for that purpose, Each Guarantor hereby assigns to Investor all of Guarantor’s

rights to any such payments or distributions to which Guarantor would otherwise be entitled; provided, however, that Guarantor’s

obligations hereunder shall not be deemed satisfied except to the extent that Investor receives cash by reason of any such payment or

distribution. If Investor receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this

Guaranty. If at any time the holder of the Notes is required to refund to Company any payments made by Company under the Notes because

such payments have been held by a bankruptcy court having jurisdiction over Company to constitute a preference under any bankruptcy,

insolvency or similar law then in effect, or for any other reason, then in addition to Guarantor’s other obligation under this

Guaranty, Guarantor shall reimburse the holder in the aggregate amount of such refund payments.

Costs and Attorneys’ Fees. If Company or any Guarantor fails to pay all or any portion of any Obligation, or any Guarantor

otherwise breaches any provision hereof or otherwise defaults hereunder, Guarantors shall pay reasonable attorneys’ fees incurred

by Investor in connection with the enforcement of any obligations of Guarantors hereunder, including, without limitation, any attorneys’

fees incurred in any negotiation, alternative dispute resolution proceeding subsequently agreed to by the parties, if any, litigation,

arbitration, or bankruptcy proceeding or any appeals from any of such proceedings.

Cumulative Rights. The amount of Guarantors’ liability and all rights, powers and remedies of Investor hereunder and under

any other agreement now or at any time hereafter in force between Investor and Guarantors, including, without limitation, any other guaranty

executed by Guarantors relating to any indebtedness, liability or obligation of Company owed to Investor, shall be cumulative and not

alternative and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Investor by law. This

Guaranty is in addition to and exclusive of the guaranty of any other guarantor of any indebtedness, liability or obligation of Company

owed to Investor.

Independent Obligations. The obligations of Guarantors hereunder are independent of the obligations of Company and, to the extent

permitted by law, in the event of any breach or default hereunder, a separate action or actions may be brought and prosecuted against

any Guarantor whether or not Company or the other Guarantors are joined therein or a separate action or actions are brought against Company,

and Investor shall have no obligation to separately pursue an action against Company with respect to the Obligations. Investor may maintain

successive actions for other breaches or defaults. Investor’s rights hereunder shall not be exhausted by Investor’s exercise

of any of Investor’s rights or remedies or by any such action or by any number of successive actions until and unless all Obligations

have been paid and fully performed.

10.

Severability. If any part of this Guaranty is construed to be in violation of any law, such part shall be modified to achieve

the objective of the parties to the fullest extent permitted and the balance of this Guaranty shall remain in full force and effect.

11.

Successors and Assigns. This Guaranty shall inure to the benefit of Investor, Investor’s successors and assigns, including

the assignees of any Obligation, and shall bind the heirs, executors, administrators, personal representatives, successors and assigns

of Guarantors. This Guaranty may be assigned by Investor with respect to all or any portion of the Obligations, and when so assigned,

Guarantors shall be liable to the assignees under this Guaranty without in any manner affecting the liability of Guarantors hereunder

with respect to any Obligations retained by Investor.

12.

Notices. Whenever Guarantors or Investor shall desire to give or serve any notice, demand, request or other communication with

respect to this Guaranty, each such notice shall be given in writing (unless otherwise specified herein) and shall be deemed effectively

given on the earliest of:

(a)

the date delivered, if delivered by personal delivery as against written receipt therefor or by email to an executive officer, or by

confirmed facsimile,

(b)

the fifth business day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or

(c)

the third business day after mailing by domestic or international express courier, with delivery costs and fees prepaid,

each case, addressed to each of the other parties thereunto entitled at the address for such party (or Company, in respect of notices

delivered to the Guarantors) set forth in the Purchase Agreement (or at such other addresses as such party may designate by ten (10)

calendar days’ advance written notice similarly given to each of the other parties hereto).

13.

Application of Payments or Recoveries. With or without notice to Guarantors, Investor, in Investor’s sole discretion and

at any time and from time to time and in such manner and upon such terms as Investor deems fit, may (a) apply any or all payments or

recoveries from Company or from any other guarantor or endorser under any other instrument or realized from any security, in such manner

and order of priority as Investor may determine, to any indebtedness, liability or obligation of Company owed to Investor, whether or

not such indebtedness, liability or obligation is guaranteed hereby or is otherwise secured or is due at the time of such application;

and (b) refund to Company any payment received by Investor in connection with any Obligation and payment of the amount refunded shall

be fully guaranteed hereby.

14.

Setoff. Investor shall have a right of setoff against all monies, securities any other property of Guarantors now or hereafter

in the possession of Investor. Such right is in addition to any right of setoff Investor may have by law. All rights of setoff may be

exercised without notice or demand to Guarantors. No right of setoff shall be deemed to have been waived by any act or conduct on the

part of Investor, or by any neglect to exercise such right of setoff, or by any delay in doing so. Every right of setoff shall continue

in full force and effect until specifically waived or released by an instrument in writing executed by Investor.

15.

Miscellaneous.

15.1

Governing Law and Venue. This Guaranty shall be governed by and interpreted in accordance with the laws of the State of Utah for

contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Without

modifying Guarantors’ obligations to resolve disputes hereunder pursuant to the Arbitration Provisions (as defined below), each

Guarantor consents to and expressly agrees that exclusive venue for the arbitration of any dispute arising out of or relating to this

Guaranty or the relationship of the parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties obligations

to resolve disputes hereunder pursuant to the Arbitration Provisions (as defined below), for any litigation arising in connection with

this Agreement, each Guarantor hereby (a) consents to and expressly submits to the exclusive personal jurisdiction of any state court

sitting in Salt Lake County, Utah, (b) expressly submits to the exclusive venue of any such court for the purposes hereof, and (c) waives

any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim or objection to

the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

15.2

Arbitration of Claims. The parties hereto hereby incorporate by this reference the arbitration provisions set forth as an exhibit

to the Purchase Agreement (“Arbitration Provisions”). The parties shall submit all Claims (as defined in the Arbitration

Provisions) arising under this Guaranty or other agreements between the parties and their affiliates to binding arbitration pursuant

to the Arbitration Provisions. The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on

the parties hereto and are severable from all other provisions of this Guaranty. Any capitalized term not defined in the Arbitration

Provisions shall have the meaning set forth in the Purchase Agreement. By executing this Guaranty, each Guarantor represents, warrants

and covenants that such Guarantor has reviewed the Arbitration Provisions carefully, has had the opportunity to consult with legal counsel

about such provisions and either has done so or knowingly and voluntarily waived such right, understands that the Arbitration Provisions

are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set

forth in the Arbitration Provisions, and that Guarantor will not take a position contrary to the foregoing representations. Each Guarantor

acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Guarantor regarding the Arbitration

Provisions.

15.3

Entire Agreement. Except as provided in any other written agreement now or at any time hereafter in force between Investor and

Guarantors, this Guaranty shall constitute the entire agreement of Guarantors with Investor with respect to the subject matter hereof,

and no representation, understanding, promise or condition concerning the subject matter hereof shall be binding upon Investor unless

expressed herein.

15.4

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 electronic signature (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.

15.5

Construction. When the context and construction so require, all words used in the singular herein shall be deemed to have been

used in the plural and the masculine shall include the feminine and neuter and vice versa. The word “person” as used herein

shall include any individual, company, firm, association, partnership, corporation, trust or other legal entity of any kind whatsoever.

The headings of this Guaranty are inserted for convenience only and shall have no effect upon the construction or interpretation hereof.

15.6

Waiver. No provision of this Guaranty or right granted to Investor hereunder can be waived in whole or in part nor can Guarantors

be released from Guarantors obligations hereunder except by a writing duly executed by an authorized officer of Investor. Any such waiver

shall be effective only for the specific instance and purpose for which it is given.

15.7

No Subrogation. Until all indebtedness, liabilities and obligations of Company owed to Investor have been paid in full, Guarantors

shall not have any right of subrogation, contribution, or reimbursement against Company or any other guarantor.

15.8

Survival. All representations, warranties, covenants, and obligations contained in this Guaranty shall survive the execution,

delivery and performance of this Guaranty, and any termination or expiration of this Guaranty. This Guaranty shall terminate once the

obligations under the Notes have been satisfied in full.

15.9

Joint and Several Liability. Each Guarantor’s covenants, obligations and agreements set forth herein are joint and several

liabilities and obligations of Guarantor together with every other guarantor of the Obligations, whether now existing or hereafter arising,

and whether or not such other guarantors are named in this Guaranty.

15.10

Waiver of Jury Trial. GUARANTOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING

OUT OF THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND

ALL OTHER COMMON LAW OR STATUTORY CLAIMS. GUARANTOR REPRESENTS THAT HE HAS REVIEWED THIS WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES

ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS GUARANTY MAY BE FILED AS

A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[Remainder

of page intentionally left blank; signature page to follow]

WITNESS WHEREOF, each Guarantor has executed this Guaranty to be effective as of the date first set forth above.

Sundial

Capital Research Inc.

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, Chief Executive Officer

Alpha

Edge Media Inc.

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, Chief Executive Officer

Aether

Grid Inc.

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, Chief Executive Officer

Aether

Labs, Inc.

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, Chief Executive Officer

537

Greenwich LLC

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, Chief Executive Officer

Aether

Compute LLC

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, Chief Executive Officer

[Signature

Page to Guaranty]

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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