Form 8-K

8-K — Canton Strategic Holdings, Inc.

Accession: 0001493152-26-034340

Filed: 2026-07-23

Period: 2026-07-17

CIK: 0001861657

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001861657

2026-07-17

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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) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported) July 17, 2026

CANTON

STRATEGIC HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41210

84-2642541

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.

R. S. Employer

Identification No.)

Shrewsbury Avenue, Suite 1C

Red

Bank, NJ 07701

(Address

of principal executive offices, including zip code)

(732)

889-3111

(Registrant’s

telephone number, including area code)

(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, $0.0001 par value

CNTN

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.

July 17, 2026, Canton Strategic Holdings, Inc., a Delaware corporation (the “Company”), entered into a Securities

Purchase Agreement (the “Purchase Agreement”) with Gravitas Collective Corp., a Delaware corporation (“Buyer”),

pursuant to which the Company agreed to sell, and Buyer agreed to purchase, all of the issued and outstanding membership interests (the

“Purchased Securities”) of Gravitas Life Sciences, LLC (“Gravitas”), a wholly owned subsidiary

of the Company (the “Transaction”). In connection with the Transaction, Gravitas was converted from a Delaware corporation

into a Delaware limited liability company on July 16, 2026. Gravitas operates clinical-stage biotech research and development that develops

therapeutic candidates for immunology and inflammation conditions. The Buyer is affiliated with Vincent LoPriore, Sireesh Appajosyula

and Gary Stetz, former directors of the Company. In connection with the Transaction, the board of directors has formed a special committee,

consisting of independent non-interested directors to review the terms of the Transaction to ensure it is in the best interests of the

Company’s stockholders. On July 15, 2026, the Transaction has been approved by the special committee and, upon the recommendation

of the special committee, the full board of directors

consideration for the Purchased Securities, Buyer and Gravitas issued to the Company an unsecured promissory note in the original principal

amount of $3,500,000 (the “Gravitas Note”) and agreed to pay to the Company certain development milestone payments

in the event such payments become due and payable. The Gravitas Note bears interest at a rate of 15% per annum, payable in kind and compounding

semi-annually, with accrued interest added to the outstanding principal balance. The Gravitas Note contains mandatory prepayment and

optional prepayment mechanisms, and a maturity date of July 17, 2029. Concurrently with the execution of the Purchase Agreement, the

Company also entered into release agreements with certain individuals in connection with the Transaction. Certain assets of Gravitas

relating to bispecific antibodies development were retained by the Company through its subsidiary Tharimmune SPV1, pursuant to a Bill

of Sale, Assignment and Assumption Agreement entered into in connection with the Transaction (the “Bill of Sale”).

The

Transaction was completed on July 17, 2026.

The

foregoing description of the Purchase Agreement, the Gravitas Note and the Bill of Sale does not purport to be complete and is qualified

in its entirety by reference to the full text of the Purchase Agreement, the Gravitas Note and the Bill of Sale, which are filed as Exhibit

10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item

2.01 Completion of Acquisition or Disposition of Assets.

The

information set forth under Item 1.01 above is incorporated herein by reference.

Item 8.01 Other Events.

On July 23, 2026, the Company issued

a press release announcing the closing of the Transaction. The press release is attached as Exhibit 99.2 to this Current Report on Form

8-K and incorporated into this Item 8.01 by reference.

Item

9.01 Financial Statements and Exhibits.

(b)

Pro Forma Financial Information.

The

Company’s unaudited pro forma condensed combined income statement for the three months ended March 31, 2026 and the year ended

December 31, 2025 and the unaudited pro forma condensed combined balance sheet as of March 31, 2025, each with related notes thereto,

are attached as Exhibit 99.1 hereto and incorporated by reference herein.

(d)

Exhibits.

Exhibit

No.

Description

10.1*

Securities Purchase Agreement, dated as of July 17, 2026, by and between Gravitas Collective Corp. and Canton Strategic Holdings, Inc.

10.2

Unsecured Promissory Note (Seller Note), dated July 17, 2026, issued by Gravitas Collective Corp. and Gravitas Life Sciences, LLC to Canton Strategic Holdings, Inc.

10.3*

Bill of Sale, Assignment and Assumption Agreement, dated July 17, 2026, by and between Gravitas Life Sciences, LLC and Tharimmune SPV1, LLC.

99.1

Pro Forma Unaudited Consolidated Condensed Financial Statements

99.2

Press Release, dated July 23, 2026

104

Cover

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

Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation

S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its

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:

July 23, 2026

Canton

Strategic Holdings, Inc.

/s/

Mark Wendland

Mark

Wendland

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

and between

GRAVITAS

COLLECTIVE CORP.

and

CANTON

STRATEGIC HOLDINGS, INC.,

dated

as of

July

17, 2026

TABLE

OF CONTENTS

Page

ARTICLE

I PURCHASE AND SALE

Section

1.1

Purchase

and Sale of Purchased Securities

Section

1.2

The

Closing

Section

1.3

Deliveries

by Seller

Section

1.4

Deliveries

by Buyer

ARTICLE

II REPRESENTATIONS AND WARRANTIES OF SELLER

Section

2.1

Organization

and Qualification of Seller and Purchased Subsidiary

Section

2.2

Title

to Securities

Section

2.3

Authority

of Seller

Section

2.4

Conflicts

Section

2.5

Investment

Bankers’ and Brokers’ Fees

Section

2.6

Other Representations or Warranties

ARTICLE

III REPRESENTATIONS AND WARRANTIES OF BUYER

Section

3.1

Organization

and Authority of Buyer

Section

3.2

Conflicts

Section

3.3

Investment

Bankers’ and Brokers’ Fees

Section

3.4

Independent

Investigation

ARTICLE

IV COVENANTS

Section

4.1

Confidentiality

Section

4.2

Announcements

Section

4.3

Receivables

Section

4.4

Insurance

Matters

Section

4.5

Seller’s

Accountants

Section

4.6

Restrictive

Covenants

Section

4.7

Litigation

Support

Section

4.8

Cooperation

Section

4.9

General

Post-Closing Covenants

ARTICLE

INDEMNIFICATION

Section

5.1

Survival

Section

5.2

Indemnification

By Seller

Section

5.3

Indemnification

By Buyer

Section

5.4

Certain

Limitations

Section

5.5

Indemnification

Procedures

Section

5.6

Tax

Treatment of Indemnification Payments

Section

5.7

Manner

of Recovery; Offset Right

Section

5.8

Exclusive

Remedies

ARTICLE

VI TAX MATTERS

Section

6.1

Cooperation

Section

6.2

Transfer

Taxes

Section

6.3

Intended

Tax Treatment

Section

6.4

Tax

Consideration Allocation

ARTICLE

VII MISCELLANEOUS

Section

7.1

Expenses

Section

7.2

Notices

Section

7.3

Interpretation

Section

7.4

Severability

Section

7.5

Entire

Agreement

Section

7.6

Successors

and Assigns

Section

7.7

Third-Party Beneficiaries

Section

7.8

Amendment

and Modification; Waiver

Section

7.9

Governing

Law; Venue

Section

7.10

Further

Assurances

Section

7.11

Counterparts

Section

7.12

Counsel

Section

7.13

Specific

Performance

Section

7.14

Legal

Representation

Section

7.15

Recitals

-i-

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement, dated as of July 17, 2026 (this “Agreement”), is entered into by and between Gravitas Collective

Corp., a Delaware corporation (“Buyer”), and Canton Strategic Holdings, Inc., a Delaware corporation (“Seller”).

RECITALS

WHEREAS,

Seller previously held all of the issued and outstanding shares of common stock (the “Common Stock”) of Gravitas Life Sciences,

Inc., a Delaware corporation (the “Prior Corporation”), which Common Stock represented 100% of the issued and outstanding

equity interests of the Prior Corporation.

WHEREAS,

on July 17, 2026, the Prior Corporation converted from a Delaware corporation into a Delaware limited liability company having the name

Gravitas Life Sciences, LLC (the limited liability company following such conversion, the “Purchased Subsidiary”) pursuant

to a Certificate of Conversion filed with the Secretary of State of the State of Delaware (the “Conversion”).

WHEREAS,

as a result of the Conversion, (a) the Common Stock was converted and exchanged into membership interests of the Purchased Subsidiary

and (b) as of the date hereof, Seller holds 100% of such membership interests of the Company (the “Purchased Securities”),

which Purchased Securities represent 100% of the issued and outstanding equity interests of the Purchased Subsidiary.

WHEREAS,

Seller desires to sell and Buyer desires to purchase all of the Purchased Securities, on the terms and subject to the conditions set

forth herein;

WHEREAS,

the sole member of Seller and the Board of Directors of Buyer has (a) determined that entering into this Agreement is in the best interests

of its respective member or stockholders and (b) approved and declared advisable this Agreement pursuant to which Seller shall sell the

Purchased Securities to Buyer at the Closing pursuant to the terms of this Agreement;

WHEREAS,

concurrent with the execution of this Agreement, Seller shall enter into separation agreements, each in form and substance reasonably

acceptable to Buyer (the “Separation Agreements”), with the individuals identified on Schedule A (the “Separated

Individuals”) setting forth the terms associated with the termination of employment or engagement of the Separated Individuals

by Seller or its applicable Affiliate, each such Separation Agreement to be effective as of the Closing;

WHEREAS,

prior to the Closing, Seller will complete a transfer to Seller or one of its Affiliates of certain assets of the Purchased Subsidiary

related to Retained Business (the “Retained Business Transfer”); and

WHEREAS,

capitalized terms used but not defined herein shall have the meanings ascribed thereto in Exhibit A.

-1-

NOW,

THEREFORE, in consideration of the premises, representations and warranties and mutual covenants contained herein and of other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties

hereto each hereby agree as follows:

ARTICLE

Purchase

and Sale

Section

1.1 Purchase and Sale of Purchased Securities. Upon the terms and subject to the conditions set

forth in this Agreement, at the Closing, Seller will sell to Buyer, and Buyer will purchase from Seller, all of the Purchased Securities

(the purchase and sale of the Purchased Securities, the “Equity Purchase”). The Equity Purchase, together with the other

transactions contemplated by this Agreement are referred to herein as the “Transactions”. As consideration for the Purchased

Securities and as a condition to Seller’s willingness to enter into this Agreement, Buyer shall (a) cause the Purchased Subsidiary

to pay to Seller, the milestone payments set forth in Exhibit B (the “Milestone Payments”), if and when any such Milestone

Payments become due and payable in accordance with the terms of Exhibit B and (b) issue the Seller Note to Seller at the Closing.

Section

1.2 The Closing. The closing of the Equity Purchase (the “Closing”) shall take place

virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery on the date hereof.

All documents delivered and actions taken at the Closing shall be deemed to have been delivered or taken simultaneously, and no such

delivery or action shall be considered effective or complete unless or until all other such deliveries or actions are completed or waived

in writing by the party against whom such waiver is sought to be enforced.

Section

1.3 Deliveries by Seller. Prior to, or at the Closing, Seller shall deliver to Buyer the following:

(a)

a duly executed membership interest power in the form of Exhibit C attached hereto (the “Membership Interest Power”)

effectuating the transfer of the Purchased Securities to Buyer;

(b)

control of any books, records, agreements and statutory records that relate to the Purchased Subsidiary and which are in the possession

or control of the Seller (if any); provided, that (i) Seller may redact or withhold from any such books, records, agreements and

statutory records any information that relates to Seller and/or any of its Affiliates and Subsidiaries (other than the Purchased Subsidiary)

or otherwise constitutes Seller Confidential Information and (ii) such books, records, agreements and statutory records so delivered

shall be the property of the Purchased Subsidiary.

(c)

a copy of a complete email archive (the “Email Archive”) for each of the individuals identified on Schedule 1.3(c)

(the “Specified Individuals”), with such Email Archive to be in the format and in the medium requested by Buyer, provided,

that Seller may withhold or redact any information contained in the Email Archive that constitutes Seller Confidential Information (including

any information related to the Retained Business);

-2-

(d)

a counterpart to each Transaction Document to which Seller is a party, duly executed by Seller; and

(e)

a properly completed and executed IRS form W-9 from Seller.

Section

1.4 Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller a counterpart to each Transaction Document to which Buyer

or any Separated Individual is a party, duly executed by Buyer or the applicable Separated Individual, as the case may be.

ARTICLE

Representations

and Warranties of Seller

Seller

represents and warrants to Buyer that the statements contained in this Article II are true and correct as of the Closing.

Section

2.1 Organization and Qualification of Seller and Purchased Subsidiary. Seller is a corporation duly incorporated and validly existing

under the Laws of the State of Delaware. The Purchased Subsidiary is a limited liability company duly formed and validly existing under

the Laws of the State of Delaware. Each of Seller and the Purchased Subsidiary is in good standing under the Laws of the State of Delaware

and in each other jurisdiction where it is required to be qualified or licensed to do business, except where the failure to be so qualified

or licensed would not be material to the Business, and has full corporate power and authority to own, operate or lease the properties

and assets now owned, operated or leased by it and to carry on the Business as currently conducted.

Section

2.2 Title to Securities. Immediately prior to the Closing, Seller is the record and beneficial owner of, and holds and has good

and valid title to, the Purchased Securities free and clear of any Liens (other than restrictions on transfer arising under applicable

securities Laws and the organizational documents of the Purchased Subsidiary). Other than the Purchased Securities, there are no issued

or outstanding equity interests of the Purchased Subsidiary.

Section

2.3 Authority of Seller. Seller has full power and authority to enter into this Agreement and the other Transaction Documents

to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby

and thereby. The execution and delivery by Seller of this Agreement and the other Transaction Documents to which Seller is a party, the

performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby

and thereby have been duly authorized by all requisite action on the part of Seller. This Agreement is the legal, valid and binding obligation

of Seller and is enforceable against Seller in accordance with its terms except as limited by applicable bankruptcy, reorganization and

insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or by laws

related to the availability of specific performance or other equitable remedies. When each other Transaction Document to which Seller

is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other

party thereto), such Transaction Document will constitute a legal, valid and binding obligation of Seller enforceable against Seller

in accordance with its terms.

-3-

Section

2.4 No Conflicts. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which

it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result

in a violation or breach of, or default under, any provision of the organizational documents of Seller or the Purchased Subsidiary; (b)

conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Purchased

Subsidiary; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute

a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration

of or create in any party the right to accelerate, terminate, modify or cancel or obtain any rights under any material Contract to which

Seller is a party; or (d) result in the creation or imposition of any Lien on the Purchased Securities or any assets or property of the

Purchased Subsidiary.

Section

2.5 Investment Bankers’ and Brokers’ Fees. Seller has no obligation to pay any fees or commissions to any investment

banker, broker, finder or agent with respect to the transactions contemplated by this Agreement.

Section

2.6 No Other Representations or Warranties. Except as expressly set forth in this Article II or in any other Transaction

Document, none of Seller or its Affiliates or representatives or any other Person makes any representation or warranty, express or implied,

or at law or in equity, in respect of the Purchased Subsidiary or the Business or any of their respective assets, liabilities or operations,

including with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are

hereby disclaimed.

ARTICLE

III

Representations

and Warranties of Buyer

Buyer

represents and warrants to Seller that the statements contained in this Article III are true and correct as of the Closing.

Section

3.1 Organization and Authority of Buyer. Buyer is a corporation duly incorporated, validly existing and in good standing under

the Laws of the State of Delaware and in each other jurisdiction where it is required to be qualified or licensed to do business, except

where the failure to be so qualified or licensed would not be material to the business of Buyer. Buyer has full limited liability company

power and authority to enter into this Agreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations

hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this

Agreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder

and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited

liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization,

execution and delivery by the other parties) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against

Buyer in accordance with its terms. When each other Transaction Document to which Buyer is or will be a party has been duly executed

and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will

constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.

-4-

Section

3.2 No Conflicts. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which

it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result

in a violation or breach of, or default under, any provision of the organizational documents of Buyer; (b) conflict with or result in

a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other

action by any Person under any Contract to which Buyer is a party.

Section

3.3 Investment Bankers’ and Brokers’ Fees. Buyer has no obligation to pay any fees or commissions to any investment

banker, broker, finder or agent with respect to the transactions contemplated by this Agreement.

Section

3.4 Independent Investigation. In connection with its investment decision, Buyer or its representatives have inspected and conducted

such reasonable independent review, investigation and analysis (financial and otherwise) of the Purchased Subsidiary as desired by Buyer.

The purchase of the Purchased Securities by Buyer and the consummation of the transactions contemplated hereby by Buyer are not done

in reliance upon any representation or warranty by, or information from, Seller, the Purchased Subsidiary or any of their respective

Affiliates, employees or representatives, whether oral or written, express or implied, including any implied warranty of merchantability

or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article

II and any other Transaction Document, and Buyer acknowledges that Seller expressly disclaims any other representations and warranties.

Except as set forth in such representations and warranties, Buyer acknowledges that neither Seller nor any other Person has made any

representations or warranties to Buyer regarding the probable success or profitability of the Purchased Subsidiary or the Business.

ARTICLE

Covenants

Section

4.1 Confidentiality. From the Closing until the fifth (5th) anniversary thereof:

(a)

Seller shall, and shall cause its Affiliates to, hold, and shall direct its and their respective representatives to hold, in confidence

any and all material non-public information whether written or oral, that relates to the Business or the Purchased Subsidiary (excluding,

for the avoidance of doubt, any Seller Confidential Information) (“Business Confidential Information”); provided,

that (i) Business Confidential Information shall exclude any information that Seller can demonstrate by contemporaneous written evidence

is (x) known to the general public or in the public domain (other than a result of Seller’s breach of this Section 4.1)

or (y) later lawfully acquired by Seller or any of its Affiliates or representatives from sources not known to such Person to be bound

by any obligation of confidentiality to Buyer or the Purchased Subsidiary and (ii) Seller and its Affiliates and representatives may

disclose Business Confidential Information (A) to the extent necessary to enforce its rights and remedies under any Transaction Document,

(B) to Seller’s attorneys, financial advisors and other professional representatives who have a need to know such information in

connection with their provision of services to Seller and who are bound by an obligation of confidentiality or other professional ethical

standard to Seller, (C) to the extent necessary for Seller to prepare and file Tax Returns and (D) subject to the following sentence,

in order to comply with any judicial, administrative or other legal process (including any subpoena, interrogatory or civil investigative

demand). If Seller or any of its Affiliates or their respective representatives are compelled to disclose any information by judicial,

administrative or other legal process, Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information

which Seller is advised by its counsel in writing is legally required to be disclosed, provided that Seller shall use commercially

reasonable efforts to obtain reasonable assurance that confidential treatment will be accorded such information, and shall reasonably

cooperate, at the sole expense of Buyer, with any efforts by Buyer to obtain a protective order against such disclosure.

-5-

(b)

Buyer shall, and shall cause its Affiliates (including, following the Closing, the Purchased Subsidiary) to, hold, and shall direct its

and their respective representatives to hold, in confidence any and all material non-public information whether written or oral, that

relates to the Retained Business or Seller and its Affiliates (excluding, for the avoidance of doubt, any Business Confidential Information)

(“Seller Confidential Information”) in accordance with Section 4.1(a), which shall apply to this Section 4.1(b)

mutatis mutandis, provided, that for Buyer’s obligations hereunder, all references to “Seller” set forth

in Section 4.1(a) shall be deemed replaced with “Buyer”, all references to “Buyer” and/or “the Purchased

Subsidiary” set forth in Section 4.1(a) shall be deemed replaced with “Seller” and all references to “Business

Confidential Information” set forth in Section 4.1(a) shall be deemed replaced with “Seller Confidential Information.”

Section

4.2 Announcements. Unless otherwise required by applicable Law, following the Closing, each of Buyer and Seller shall not, and

shall not permit any of their respective Affiliates or representatives to, make any public announcements in respect of this Agreement

or the transactions contemplated hereby or otherwise communicate with any news media or to any Person (other than its Affiliates and

advisors) regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which

consent shall not be unreasonably withheld or delayed); provided, however, that the foregoing shall not preclude

communications or disclosures necessary to implement the provisions of this Agreement, for Buyer and the Purchased Subsidiary to operate

the Business or for either party hereto or its Affiliates to comply with accounting or U.S. Securities and Exchange Commission disclosure

obligations or the rules of any stock exchange or national market system.

Section

4.3 Receivables. From and after the Closing, (a) if Seller or any of its Affiliates receives or collects any funds relating to

any accounts receivable or any other asset or property of the Purchased Subsidiary (excluding for the avoidance of doubt, any funds or

other asset or property related to the Retained Business), Seller shall remit such funds to Buyer within ten (10) Business Days after

its receipt thereof; and (b) if Buyer or any of its Affiliates receives or collects any funds relating to Seller or the Retained Business

or which are unrelated to the Purchased Subsidiary or the Business, Buyer shall remit such funds to Seller within ten (10) Business Days

after its receipt thereof.

Section

4.4 Insurance Matters. Seller shall assign, to the extent assignable to Buyer any proceeds received under Seller’s third-party

insurance policies in respect of any insurance claim related solely to the Purchased Subsidiary or the Business. Seller agrees to use

reasonable efforts to obtain any necessary consents or approvals of any insurance company or other third party relating to any such assignment.

If such proceeds are not assignable, Seller agrees to pay any such proceeds received by it or any of its stockholders or other Affiliates

to Buyer promptly upon the receipt thereof.

-6-

Section

4.5 Seller’s Accountants. Seller shall use its commercially reasonable efforts to cause the Seller’s internal and

external accountants to cooperate with Buyer, at Buyer’s sole expense, in connection with the preparation of stand-alone, unconsolidated,

financial statements of the Purchased Subsidiary (the “Purchased Subsidiary Financial Statements”). Seller hereby

acknowledges and agrees that Buyer may freely use or publish the Purchased Subsidiary Financial Statements for any lawful purpose with

no obligation whatsoever to obtain any advance consent or permission from, or provide any notice to, Seller or any of its Affiliates

prior to any use or publication thereof, except to the extent that such Purchased Subsidiary Financial Statements include Seller Confidential

Information (including financial information regarding Seller, its Affiliates or the Retained Business), in which case such Seller Confidential

Information shall be subject to the terms of Section 4.1(b).

Section

4.6 Restrictive Covenants.

(a)

Non-Solicitation of Business Relationships. Seller covenants and agrees that, from the Closing until the fifth (5th) anniversary

of the Closing (the “Restricted Period”), Seller will not, and will cause its Affiliates not to, directly or indirectly,

solicit, induce or interfere with any customer, supplier or other business relation of the Purchased Subsidiary or the Business as of

the Closing or as of any time during the 18 month period prior to the date hereof to divert, reduce, adversely modify or terminate its

business relationship with the Purchased Subsidiary.

(b)

Acknowledgements; Remedies. Seller acknowledges and agrees that: (i) Seller, together with its stockholders and the employees

of the Business and the Purchased Subsidiary, have over many years devoted substantial time, effort and resources to developing the trade

secrets and other confidential and proprietary information of the Business as well as the goodwill and established relationships of the

Business with clients, suppliers, employees and others doing business with the Purchased Subsidiary; (ii) such goodwill and established

relationships, trade secrets and other information are vital to the successful conduct of the business of the Purchased Subsidiary in

the foreseeable future; (iii) the Purchased Subsidiary, in the furtherance of the Business, has in the past provided Seller with the

opportunity and support necessary to allow Seller to establish personal and professional relationships with clients, suppliers, employees

and others having business relationships with the Purchased Subsidiary and afforded Seller access to the trade secrets and other confidential

and proprietary information of the Business and the Purchased Subsidiary; (iv) because of the opportunities and support so provided to

Seller and because of Seller’s access to the confidential information and trade secrets of the Business and the Purchased Subsidiary,

Seller would be in a unique position to divert business from the Purchased Subsidiary and to cause irreparable damage to the Business,

the Purchased Subsidiary and Buyer were Seller to be allowed to commit any of the other acts prohibited in this Section 4.6; (v)

the covenants and agreements set forth in this Section 4.6 were a material inducement to Buyer to enter into this Agreement and

to perform its obligations hereunder; (vi) Buyer and its stakeholders would not obtain the benefit of the bargain set forth in this Agreement

as specifically negotiated by the parties hereto if Seller or any of its Affiliates breached any provisions of this Section 4.6;

(vii) any breach of any provisions of this Section 4.6 by Seller or its Affiliates would result in a significant loss of goodwill

by the Buyer, the Purchased Subsidiary and the Business; (viii) the Seller Note and the Milestone Payments are sufficient consideration

to make the covenants and agreements set forth herein enforceable; (ix) the length of time, scope and geographic coverage of the covenants

set forth in this Section 4.6 are reasonable given the benefits Seller will directly or indirectly receive hereunder, (x) Seller

is familiar with all the restrictive covenants contained in this Section 4.6 and is fully aware of its obligations hereunder;

and (xi) Seller will not challenge the reasonableness of the time, scope, geographic coverage or other provisions of this Section

4.6 in any Action, regardless of who initiates such Action. Seller further acknowledges and agrees that irreparable injury will result

to Buyer if Seller or any of its Affiliates breaches any of the terms of this Section 4.6, and that in the event of an actual

or threatened breach by Seller or any of its Affiliates of any of the provisions contained in this Section 4.6, Buyer may have

no adequate remedy at Law. Seller accordingly agrees that in the event of any actual or threatened breach by Seller or any of its Affiliates

of any of the provisions contained in this Section 4.6, Buyer and its successors and assigns, including, without limitation, any

Person that acquires (by merger, purchase or sale of assets or stock or otherwise) any part of the Business, shall be entitled to injunctive

and other equitable relief without (x) posting any bond or other security, (y) proving actual damages, or (z) showing that monetary damages

are an inadequate remedy. Seller shall cause its Affiliates to comply with this Section 4.6, and shall be liable for any breach

by any of its Affiliates of this Section 4.6. In the event of a breach or violation by Seller or any of its Affiliates of this

Section 4.6, the Restricted Period with respect to Seller shall be extended by a period of time equal to the period of time during

which such Person violates the terms of this Section 4.6.

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Section

4.7 Litigation Support. In the event and for so long as Buyer actively is contesting or defending against any Action after the

Closing in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident,

action, failure to act, or transaction on or prior to the Closing involving the Business or the Purchased Subsidiary (other than litigation

among the parties hereto and/or their Affiliates arising out of the transactions contemplated hereby or the Transaction Documents), Seller

will reasonably cooperate with Buyer and its counsel in the contest or defense, make available their personnel, and provide such testimony

and access to their books and records, in each case, during normal business hours and in a manner that does not unreasonable interfere

with Seller’s operation of its business, and to the extent reasonably related to the subject matter of such Action, as shall be

reasonably necessary for Buyer to pursue such contest or defense, all at the sole cost and expense of Buyer.

Section

4.8 Email Cooperation. From and after the Closing, Seller shall (a) deliver to Buyer any and all emails that were omitted from

the Email Archive delivered on or prior to the Closing pursuant to Section 1.3(c) (subject to the redaction or withholding of

Seller Confidential Information to the extent permitted by Section 1.3(c)), (b) deliver to Buyer any emails received on or after

the Closing that are addressed to the corporate email addresses of the Specified Individuals maintained by Seller or its Affiliates (the

“Specified Email Addresses”), (c) cause Seller’s email and information technology systems to automatically forward

and deliver to the email address(es) designated in writing by Buyer to Seller prior to the Closing (as may be updated following the Closing

pursuant to Section 7.2) a copy of each email addressed to any Specified Email Address on or after the Closing, and (d) cause

Seller’s email and information technology systems to automatically deliver an “auto-reply” for any email addressed

to a Specified Email Address which “auto-reply” shall include appropriate forwarding information to each Specified Individual’s

new corporate email address (which shall be designated in writing by Buyer to Seller prior to or at the Closing), along with any other

message mutually approved in writing by Buyer and Seller.

Section

4.9 General Post-Closing Covenants. In case at any time after the Closing any further action is reasonably necessary to carry

out the purposes of this Agreement, each party hereto will use commercially reasonable efforts to take such further action (including

the execution and delivery of such further instruments and documents) as the other party reasonably may request, all at the sole cost

and expense of the requesting party. Seller acknowledges and agrees that from and after the Closing, the Purchased Subsidiary will be

entitled to possession of all documents, books, records, agreements, and financial data of any sort relating to the Business and the

Purchased Subsidiary (excluding, for the avoidance of doubt, any Seller Confidential Information and Privileged Communications).

ARTICLE

INDEMNIFICATION

Section

5.1 Survival. The representations and warranties contained herein shall survive the Closing and shall remain in full force and

effect until the date that is eighteen (18) months following the date hereof; provided, that the representations and warranties

in Section 2.1 (Organization and Qualification of Seller and the Purchased Subsidiary), Section 2.2 (Title to Securities),

Section 2.3 (Authority of Seller) and Section 3.1 (Organization and Authority of Buyer), shall survive for six (6) years

following the date hereof, and there shall be no limitation on any representation and warranty the breach of which constitutes Fraud.

All covenants and agreements of the parties hereto contained herein shall survive the Closing until fully performed in accordance with

their terms or for the period explicitly specified therein. Notwithstanding the foregoing, any claims for indemnification pursuant to

Section 5.2 or Section 5.3 asserted in good faith with reasonable specificity (to the extent known at such time) and in

writing by notice from the party seeking indemnification to the indemnifying party prior to the expiration date of the applicable survival

period set forth above shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall

survive until finally resolved in accordance with this Article V.

Section

5.2 Indemnification By Seller. Subject to the other terms and conditions of this Article V, from and after the Closing, Seller

shall indemnify and defend Buyer and its Affiliates (including, following the Closing, the Purchased Subsidiary) and their respective

representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and

shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon,

arising out of or by reason of:

(a)

any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article II of this Agreement or

the other Transaction Documents; or

-8-

(b)

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the other

Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement.

Section

5.3 Indemnification By Buyer. Subject to the other terms and conditions of this Article V, from and after the Closing, Buyer shall

indemnify and defend Seller and its Affiliates and their respective representatives (collectively, the “Seller Indemnitees”)

against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred

or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of or by reason of:

(a)

any inaccuracy in or breach of any of the representations or warranties of Buyer contained in Article III of this Agreement or

the other Transaction Documents;

(b)

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or

(c)

any threatened or actual claims by Sanam Parikh related to any severance payment obligations alleged to be owed in respect of such Person’s

employment with Purchased Subsidiary or its Affiliates or termination therefrom.

Section

5.4 Certain Limitations. Except in the case of Fraud or claims for indemnification pursuant to Section 5.3(c), in no event

shall the aggregate liability of Seller, on the one hand, or Buyer, on the other hand, pursuant to this Article V exceed the Aggregate

Purchase Price actually paid to Seller hereunder; provided that the aggregate liability of Buyer to Seller in respect to claims for indemnification

pursuant to Section 5.3(c) shall be limited to the maximum severance amount set forth in Sanam Parikh’s existing employment

agreement plus the amount of reasonable and documented out-of-pocket costs, fees and expenses (including reasonable attorneys’

fees) incurred by the Seller Indemnitees in defending any applicable claim by Sanam Parikh in respect of such severance payment obligations.

The amount of Losses on account of which an Indemnifying Party would otherwise be required to indemnify the Indemnified Party shall be

reduced by any insurance proceeds, indemnity contribution or similar payment (net of any deductibles or co-payments and reasonable attorneys’

fees and other expenses actually incurred by the Indemnified Party in connection with such recovery) received by the Indemnified Party

from any insurance provided by any insurance company not affiliated therewith and, for the avoidance of doubt, excluding any self-insurance,

risk management program or other funds set aside by such Person in connection therewith. The Indemnified Party shall, and shall cause

its Affiliates to, use commercially reasonable efforts to recover such insurance, indemnity contribution and other similar payments covering

the applicable indemnifiable Losses to the same extent as it would if such Losses were not subject to indemnification hereunder; provided,

that the foregoing shall not require Buyer or the Purchased Subsidiary to pursue or initiate any litigation against any Person. In the

event that an insurance, indemnity, contribution or other similar recovery is made by an Indemnified Party with respect to any Losses

for which such Indemnified Party has been indemnified hereunder and such recovery would result in duplicative recovery by such Indemnified

Party, then a refund equal to the aggregate amount of such duplicative recovery shall be made promptly by the Indemnified Party to the

Indemnifying Party (net of any deductibles or co-payments and reasonable attorneys’ fees and other expenses actually incurred by

the Indemnified Party in connection with such recovery).

-9-

Section

5.5 Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification

(the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying

Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person

who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified

Party within thirty (30) days of receipt of written notice of such indemnification claim from the Indemnified Party, may assume the defense

of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate

in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense

of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem

appropriate, including, but not limited to, settling such Action, after giving notice of proposed settlement to the Indemnifying Party,

on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense

and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting

therefrom. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any third party Action without the

Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed), unless such settlement

shall: (i) include an unconditional release of the Indemnified Party from all liability arising out of such litigation or claim; (ii)

not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party; (iii)

not impose any restriction upon the operations of the Indemnified Party; and (iv) relates solely to monetary damages indemnifiable hereunder.

Section

5.6 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the

parties hereto as an adjustment to the Aggregate Purchase Price for Tax purposes, unless otherwise required by Law.

Section

5.7 Manner of Recovery; Offset Right. Subject to the other limitations set forth in this Article V:

(a)

Any Losses claimed by a Buyer Indemnitee in respect of a claim for indemnification pursuant to Section 5.2 that has been finally

resolved hereunder shall be recoverable (i) first, by permanently offsetting the amount of such Losses against the amount of any

earned but unpaid Milestone Payments as of such time, (ii) second, to the extent that any such Losses remain unsatisfied after

giving effect to the foregoing clause (i), by permanently offsetting the amount of such unsatisfied Losses against the amount of accrued

but unpaid interest under the Seller Note, and thereafter, against the amount of outstanding but unpaid principal under the Seller Note

and (iii) thereafter, to the extent that any such Losses remain unsatisfied after giving effect to the foregoing clause (ii),

directly from Seller by wire transfer of immediately available funds.

(b)

Any Losses claimed by a Seller Indemnitee in respect of claim for indemnification pursuant to Section 5.3 that has been finally

resolved hereunder shall be recoverable directly from Buyer by wire transfer of immediately available funds.

-10-

Section

5.8 Exclusive Remedies. The parties hereto acknowledge and agree that their sole and exclusive remedy with respect to any and

all claims (other than claims arising from Fraud on the part of a party in connection with the transactions contemplated by this Agreement)

for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject

matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article V. Nothing in this Section

5.8 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled, including

pursuant to Section 7.13, or to seek any remedy on account of any party’s Fraud or criminal misconduct.

ARTICLE

TAX

MATTERS

Section

6.1 Cooperation. Each of Buyer and Seller shall, and shall cause its respective Affiliates to, cooperate fully, as and to the

extent reasonably requested by the other party, in connection with the preparation or filing of Tax Returns pursuant to this Article

VI or otherwise as necessary to effect the intent of this Article VI, including Tax Returns of or with respect to the Purchased Subsidiary

(including, for the avoidance of doubt, in connection with Seller preparing the consolidated U.S. federal income Tax Return of an affiliated

group of corporations (as defined in Section 1504(a) of the Code) of which Seller is the common parent and the Prior Corporation was

a member prior to the Closing and any similar state and local income Tax Returns) or in connection with any Tax audit, litigation or

other proceeding pertaining to Taxes (and payments in respect thereof) or Tax Returns of or with respect to the Purchased Subsidiary.

Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which

are reasonably relevant to any such Tax Return or Tax audit, litigation or other proceeding and making employees, advisors, or other

representatives available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Section

6.2 Transfer Taxes. Notwithstanding anything to the contrary herein, any transfer, sales, use, documentary, stamp, or similar

Taxes or fees applicable to, imposed upon or arising out of the transactions contemplated by this Agreement (“Transfer Taxes”)

will be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller. Each of Buyer and Seller shall (and shall cause its respective

Affiliates to) cooperate with each other in preparing and filing all such Tax Returns or documentation as necessary or appropriate to

comply with the provisions of all applicable Law in connection with the payment of Transfer Taxes, and shall cooperate in good faith

to minimize the amount of any Transfer Taxes. Any out-of-pocket fees or expenses incurred in connection the preparation or filing of

any such Tax Returns or other documentation shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

Section

6.3 Intended Tax Treatment. For U.S. federal (and, where applicable, state and local) income Tax purposes, the sale and purchase

of the Purchased Securities pursuant to this Agreement is intended to be treated as a sale by Seller to Buyer of the assets held by (subject

to the liabilities of) the Purchased Subsidiary. Except as otherwise required by Law, each of Seller and Buyer agrees (a) it will, and

will cause its Affiliates to, report and file all applicable Tax Returns in all respects and for all purposes consistent with the treatment

set forth in this Section 6.4, and (b) it will not, and will not permit its Affiliates to, take any position for Tax purposes

(whether in any Tax proceeding or otherwise) that is inconsistent with the treatment set forth in this Section 6.4; provided,

however, that no Person shall be unreasonably impeded in its ability and discretion to negotiate, compromise, and/or settle any Tax

proceedings in connection with such treatment.

-11-

Section

6.4 Tax Consideration Allocation. Following the Closing, Seller and Buyer shall use their good faith efforts to agree upon a schedule

allocating the consideration for the Purchased Securities (which for this purpose shall include any liabilities of the Purchased Subsidiary

and other amounts required to be treated as consideration for U.S. federal income tax purposes) among the assets of the Purchased Subsidiary

in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Seller and Buyer shall agree on an allocation

schedule in accordance with Schedule 6.4 and (a) any adjustments to the consideration shall be allocated in a manner consistent

with such agreed allocation schedule, and (b) except as otherwise required by applicable Law, each of Seller and Buyer will, and will

cause its Affiliates to, (i) report and file all Tax Returns (including, but not limited to, IRS Form 8594) in all respects and for all

purposes consistent with such agreed allocation schedule, and (ii) not take any position for Tax purposes (whether in any Tax proceeding

or otherwise) that is inconsistent with such agreed allocation schedule; provided, however, that no Person shall be unreasonably

impeded in its ability and discretion to negotiate, compromise, and/or settle any Tax proceedings in connection with such agreed allocation

schedule.

ARTICLE

VII

Miscellaneous

Section

7.1 Expenses. Except as otherwise set forth herein, each party hereto shall be liable for all costs and expenses incurred by such

party, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and

the transactions contemplated hereby.

Section

7.2 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing

and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee

if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document

(with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after

normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt

requested, postage prepaid. Such communications must be sent to the respective parties at the addresses therefor set forth on Schedule

7.2 (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.2).

Section

7.3 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including”

shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c)

the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to

this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Schedules, Annexes and

Exhibits mean the Articles and Sections of, and Schedules, Annexes and Exhibits attached to, this Agreement; (y) to an agreement, instrument

or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent

permitted by the provisions thereof (z) to a statute means such statute as amended from time to time and includes any successor legislation

thereto and any regulations promulgated thereunder and (aa) a party means a party to this Agreement. This Agreement shall be construed

without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing

any instrument to be drafted. The Schedules, Annexes and Exhibits referred to herein shall be construed with, and as an integral part

of, this Agreement to the same extent as if they were set forth verbatim herein. The headings in this Agreement are for reference only

and shall not affect the interpretation of this Agreement.

-12-

Section

7.4 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity,

illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such

term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable,

the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible

in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest

extent possible.

Section

7.5 Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties

with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements,

both written and oral, with respect to such subject matter.

Section

7.6 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their

respective successors and permitted assigns. No party may assign or delegate its rights or obligations hereunder without the prior written

consent of the other parties; provided, however, that Buyer shall be entitled to assign or delegate all or any part of

its rights or obligations hereunder (a) to any one or more Affiliates of Buyer, (b) in connection with the sale of all or any substantial

portion of the assets of Buyer or one or more Affiliates of Buyer or (c) for collateral security purposes to any lender providing financing

to Buyer. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section

7.7 No Third-Party Beneficiaries. Except as otherwise expressly provided herein, this Agreement is for the sole benefit of the

parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer

upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section

7.8 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing

signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in

writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure,

breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring

before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this

Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or

privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

-13-

Section

7.9 Governing Law; Venue. This Agreement shall be construed and enforced under and according to the laws of the State of New York

without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction)

that would cause the application of the laws of any jurisdiction other than the State of New York. Any dispute shall be venued in the

state and federal courts located in New York City.

Section

7.10 Further Assurances. Each party hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional

documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions

hereof and give effect to the transactions contemplated by this Agreement and the other Transaction Documents.

Section

7.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which

together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means

of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section

7.12 Counsel. Each party hereto acknowledges that he or it has been advised by his or its own legal counsel, or has had the opportunity

to engage his or its own legal counsel, with respect to this Agreement and understands and agrees that (i) he or it has carefully read

and fully understands all of the terms of this Agreement; and (ii) he or it is under no disability or impairment that affects his or

its decision to sign this Agreement and knowingly and voluntarily intends to be legally bound by this Agreement.

Section

7.13 Specific Performance. Each party hereto agrees that in the event of a breach of this Agreement by such Party, money damages

may be inadequate, and the other party may have no adequate remedy at law. Each party hereto accordingly agrees that in the event of

any actual or threatened breach by such party of any of the provisions of this Agreement (including Section 4.6), the non-breaching

party shall be entitled, in addition to any other rights or remedies existing in its favor, to injunctive and other equitable relief

, including specific performance, without (x) posting any bond or other security, (y) proving actual damages, or (z) showing that monetary

damages are an inadequate remedy.

Section

7.14 Legal Representation. Buyer agrees that, as to all privileged communications between and among Seller, the Purchased Subsidiary,

their respective Subsidiaries and/or Reed Smith LLP that relate in any way to the transactions contemplated by or in connection with

this Agreement (collectively “Privileged Communications”), the attorney-client privilege and the expectation of client confidence

with respect to the Privileged Communications belongs to Seller, and may be controlled by Seller, and will not pass to or be claimed

by Buyer or, following the Closing, the Purchased Subsidiary. The Privileged Communications are the property of Seller and, from and

after the Closing, none of Buyer, the Purchased Subsidiary or any Person purporting to act on behalf of or through Buyer or the Purchased

Subsidiary will seek to obtain the Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through

other means. Buyer and the Purchased Subsidiary, together with any of their respective Affiliates, successors or assigns, further agree

that no such party may use or rely on any of the Privileged Communications in any action against or involving Seller or any of its Affiliates

after the Closing. The Privileged Communications may be used by Seller or any of its Affiliates in connection with any dispute that relates

to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, in the event that a dispute

arises between Buyer or the Purchased Subsidiary and a third party (other than Seller or any of its Affiliates) after the Closing, Buyer

and the Purchased Subsidiary may assert the attorney-client privilege to prevent disclosure of confidential communications by counsel

to such third party; provided, however, that neither Buyer nor the Purchased Subsidiary may waive such privilege without

the prior written consent of Seller. Without the need for any consent or waiver by Buyer or the Purchased Subsidiary, Reed Smith LLP

is permitted to represent Seller and its Affiliates after the Closing in connection with any matter, including anything related to the

transactions contemplated by this Agreement or any disagreement or dispute relating thereto.

Section

7.15 Recitals. Each of the recitals set forth above are incorporated by reference herein.

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK]

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WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.

BUYER:

GRAVITAS

COLLECTIVE CORP.

/s/

Chase LoPriore

Name:

Chase

LoPriore

Title:

Authorized

Signatory

SELLER:

canton

strategic holdings, INC.

/s/

Mark Wendland

Name:

Mark

Wendland

Title:

Chief

Executive Officer

[Signature

Page to Securities Purchase Agreement]

Exhibit

Definitions

The

following terms have the meanings specified or referred to in this Exhibit A.

“Action”

means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation,

citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law

or in equity.

“Affiliate”

of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is

under common control with, such Person. The term “control” (including the terms “controlled by” and “under

common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management

and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, following

the Closing, Seller’s Affiliates shall not include the Purchased Subsidiary.

“Aggregate

Purchase Price” means (a) the Seller Note Amount, together with the aggregate amount of interest accrued and paid or payable

to Seller under the Seller Note from time to time plus (b) the aggregate amount of Milestone Payments paid or payable to Seller

from time to time.

“Business”

means the business conducted by the Purchased Subsidiary as of the Closing, as a clinical-stage biotechnology company developing therapeutic

candidates in immunology and inflammation conditions with high unmet need (but excluding for the avoidance of doubt, the Retained Business).

“Business

Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are generally

authorized or required by Law to be closed for business.

“Code”

means the U.S. Internal Revenue Code of 1986, as amended.

“Contracts”

means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and

all other agreements, commitments and legally binding arrangements, whether written or oral.

“Dollars”

or “$” means the lawful currency of the United States.

“Fraud”

means actual and intentional common law fraud under New York law; provided, that “Fraud” shall not include equitable

fraud, promissory fraud, unfair dealings fraud or any torts (including fraud) based on negligence or recklessness other than actual and

intentional fraud.

“Governmental

Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality

of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental

authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator,

court or tribunal of competent jurisdiction.

“Governmental

Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental

Authority.

“Law”

means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement

or rule of law of any Governmental Authority.

“Lien”

means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security

interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction

on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Losses”

means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever

kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing

any insurance providers; provided, that in no event shall Losses include any punitive, special or exemplary damages except to

the extent the same are actually paid or payable to a party other than Buyer, Seller or the Purchased Subsidiary.

“Person”

means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,

trust, association or other entity.

“Retained

Business” means the business conducted by the Purchased Subsidiary immediately prior to the Retained Business Transfer with

respect to the investigation and development of bispecific antibodies for use in the treatment of cancers.

“Seller

Note” means the promissory note issued by Buyer to Seller on the date hereof, in the form attached hereto as Exhibit D

and having an aggregate original principal amount equal to the Seller Note Amount.

“Seller

Note Amount” means $3,500,000.

“Subsidiary”

means, with respect to any Person, any entity of which at least a majority of the voting equity securities or rights (including as a

general partner or managing member) are directly (or indirectly through another Subsidiary) held by such Person.

“Tax

Return” means any return, declaration, report, claim for refund, information return or statement or other document relating

to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Taxes”

means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, documentary,

franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise,

severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, escheat, abandoned or unclaimed

property, windfall profits, customs, duties or other taxes, of any kind whatsoever, whether disputed or not, together with any interest,

additions or penalties with respect thereto and any interest in respect of such additions or penalties imposed by any Governmental Authority.

“Transaction

Documents” means this Agreement, the Separation Agreements, the Membership Interest Power and the Seller Note.

Exhibit

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

THE

SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER

ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE

WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS

OF SUCH STATE SECURITIES LAWS.

FORM

OF UNSECURED PROMISSORY NOTE

July

17, 2026

$3,500,000.00

Gravitas

Collective Corp., a Delaware corporation (“Buyer”) and Gravitas Life Sciences, LLC, a Delaware limited liability company

(as successor-in-interest to Gravitas Life Sciences, Inc.) (together with Buyer, the “Makers” and, each, a “Maker”),

hereby jointly and severally promise to pay to Canton Strategic Holdings, Inc., a Delaware corporation (the “Holder”),

the principal amount of $3,500,000.00 (as such amount may be reduced pursuant to and in accordance with Sections 3(c) and (d)),

together with interest thereon calculated from the date hereof in accordance with the provisions of this Unsecured Promissory Note (this

“Note”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto

in the Purchase Agreement (as defined below).

Purchase Agreement. This Note is being issued by the Makers to the Holder pursuant to the terms of that certain Securities

Purchase Agreement, dated as of July 17, 2026 (as amended or otherwise modified from time to time, the “Purchase Agreement”),

by and between Buyer and the Holder. This Note is the “Seller Note” referred to in the Purchase Agreement.

Interest. Except as provided below, interest under this Note shall accrue at the rate of fifteen percent (15.00%) per annum,

compounding semi-annually (the “PIK Interest Rate”). Interest shall accrue as payment-in-kind (“PIK”)

interest and shall not be payable in cash on a current basis. On the last day of each successive six (6) month period commencing on the

date hereof (each, an “Interest Capitalization Date”), all interest that has accrued on the Outstanding Principal

Balance during the preceding six (6) month period shall be automatically capitalized and added to the Outstanding Principal Balance,

such that the amount so added shall thereafter itself bear interest at the PIK Interest Rate. For the avoidance of doubt, after each

Interest Capitalization Date, the Outstanding Principal Balance shall be increased by the amount of interest capitalized on such date,

and interest shall thereafter compound on such increased Outstanding Principal Balance. For purposes of this Note, “Outstanding

Principal Balance” means, at any given time, the original principal amount of this Note, as increased from time to time by

the capitalization of PIK Interest pursuant to this Section 2. Interest shall be calculated on the basis of a 365-day year (or 366-day

year in the case of a leap year) and actual days elapsed. Upon and during the continuance of an Event of Default, the Outstanding Principal

Balance and all Accrued PIK Interest shall bear additional interest at a rate equal to three and one-half percent (3.5%) per annum above

the PIK Interest Rate (the “Default Rate”), which shall also accrue as PIK interest in accordance with this Section

2 unless Holder, in its sole discretion, demands cash payment.

Payment of Principal and Interest on Note.

(a)

Principal Payments. The Outstanding Principal Balance, together with all accrued and unpaid interest thereon shall be due and

payable on July 17, 2029 (the “Maturity Date”).

(b)

Right of Offset. The Holder hereby acknowledges the rights to offset against this Note, and any amount payable hereunder, in accordance

with Section 5.7 of the Purchase Agreement, the terms of which are incorporated herein mutatis mutandis.

(c)

Optional Prepayments. The Makers may, at any time and from time to time without premium or penalty, prepay all or any portion

of the Outstanding Principal Balance, together with all accrued and unpaid interest thereon.

(d)

Mandatory Prepayments. (i) The Makers shall, upon the consummation of any bona fide equity, equity-linked or debt financing transaction

or series of transactions, or any combination thereof (including any issuance, sale or placement of capital securities, convertible securities,

preferred equity, warrants, notes, bonds, debentures, loans, credit facilities or other indebtedness for borrowed money) consummated

following the date hereof and prior to the Maturity Date (each an “Financing”), use at least 25% of the Net Proceeds

of such Financing to, without premium or penalty, prepay or cause to be prepaid, substantially concurrently with the closing of such

Financing (or such later date that Net Proceeds are paid to a Maker or its equityholders), all or a portion of the Outstanding Principal

Balance, together with all accrued and unpaid interest thereon. (ii) The Makers shall, upon the consummation of any Pubco Transaction

which does not constitute a Change of Control (or which does constitute a Change of Control but the associated Event of Default under

Section 8(b)(iv) is waived by the Holder), in each case, following the date hereof and prior to the Maturity Date, without premium or

penalty, prepay or cause to be prepaid, substantially concurrently with the closing of such Pubco Transaction, the lesser of (A) $1,000,000

of the Outstanding Principal Balance and (B) the Outstanding Principal Balance (inclusive of all accrued and unpaid interest); provided,

however, in the event the (I) combined company following any such Pubco Transaction has less than $1,000,000 unrestricted cash and (II)

such Pubco Transaction results in less than $1,000,000 of cash Net Proceeds, the Makers shall instead prepay, without premium or penalty,

an amount of the Outstanding Principal Balance equal to the lesser of (A) the Net Proceeds payable in such Pubco Transaction (or if greater,

50% of the combined company’s unrestricted cash) and (B) the Outstanding Principal Balance (inclusive of all accrued and unpaid

interest). For purposes of this Note, (1) “Pubco Transaction” means (a) the sale, lease, exclusive license, transfer,

conveyance or other disposition (in one transaction or a series of related transactions) by a Person whose equity securities are listed

on a national securities exchange or otherwise publicly traded (a “Pubco”) of all or substantially all of the assets

of either Maker or their respective subsidiaries, taken as a whole or (b) any business combination transaction or series of related transactions

(including by way of merger, consolidation, recapitalization, tender offer, exchange offer, reorganization or sale of securities) between

a Maker and a Pubco (including any public offering transaction that results in a Maker becoming a Pubco), and (2) “Net Proceeds”

means, with respect to any Financing or Pubco Transaction, the gross cash proceeds actually received by the Makers or their direct or

indirect equity holders therefrom (regardless of whether the purpose of such proceeds are to be used for working capital, to provide

liquidity to a Maker’s equityholders or otherwise, and whether payable at the closing of or following the consummation of such

Financing or Pubco Transaction), less (i) reasonable and documented out-of-pocket transaction costs, fees, commissions, and expenses

actually incurred and paid by the Makers in connection with such Financing, and (ii) taxes paid or reasonably and in good faith estimated

to be payable in connection with such Financing or Pubco Transaction.

(e)

Application of Payments. All payments under this Note (including, for the avoidance of doubt, any amounts offset pursuant to Section

3(b), any optional prepayments pursuant to Section 3(c), and any mandatory prepayments pursuant to Section 3(d)) shall

be applied (i) first, to the payment of any fees or charges outstanding hereunder, (ii) second, to accrued interest, and

(iii) third, to the payment of the Outstanding Principal Balance.

(f)

Rescission of Payments. If at any time any payment made by the Maker under this Note is rescinded or must otherwise be restored

or returned upon the insolvency, bankruptcy, or reorganization of the Maker or otherwise, the Maker’s obligation to make such payment

shall be reinstated as though such payment had not been made.

Amendment and Waiver. The Makers and the Holder agree that no change, waiver, modification, or amendment of this Note shall

be effective without the prior written approval of the Makers and the Holder.

Definitions. For purposes of this Note:

(a)

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New York,

New York are authorized or required by law to be closed for business.

(b)

“Debt” of the Makers means all (i) indebtedness for borrowed money; (ii) obligations for the deferred purchase price

of property or services, except trade payables arising in the ordinary course of business; (iii) obligations evidenced by notes, bonds,

debentures, or other similar instruments; (iv) obligations in respect of any interest rate swaps, currency exchange agreements, commodity

swaps, caps, collar agreements, or similar arrangements entered into by the Makers providing for protection against fluctuations in interest

rates, currency exchange rates, or commodity prices, or the exchange of nominal interest obligations, either generally or under specific

contingencies; (v) obligations under acceptance facilities and letters of credit; (vi) guaranties, endorsements (other than for collection

or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply

funds to invest in any Person, or otherwise to assure a creditor against loss, in each case, in respect of indebtedness set out in clauses

(i) through (v) of a Person other than the Makers; and (vii) indebtedness set out in clauses (i) through (vi) of any Person other than

the Makers secured by any lien on any asset of the Makers, whether or not such indebtedness has been assumed by the Makers.

(c)

“Person” means any individual, corporation, limited liability company, trust, joint venture, association, company,

limited or general partnership, unincorporated organization, Governmental Authority, or other entity.

Assignment and Transfer. The rights and obligations of each of the Makers and the Holder shall be binding upon and benefit

the successors and permitted assigns and permitted transferees of the Makers and the Holder; provided, that the Holder shall not sell,

assign, pledge, dispose of, or otherwise transfer all or any portion of this Note, or any interest herein, by way or assignment, participation

or otherwise, without the prior written consent of the Maker. Notwithstanding any other provision of this Note, the parties intend that

this Note be issued in “registered form” within the meaning of Sections 163(f) and 881(c)(2)(B) of the Code. Any transfer

by the Holder of an interest in this Note shall be accomplished only through (a) the surrender of this Note to the Makers and (b) either

the reissuance by the Makers of this Note to the Holder’s transferee or the issuance by the Makers of one or more substitute notes

to the Holder and/or one or more of its transferees, as the case may be.

Covenants. Until all amounts outstanding

under this Note have been paid in full, each Maker shall:

(a)

Maintenance of Existence. (i) Preserve, renew, and maintain

in full force and effect its corporate or organizational existence and (ii) take all reasonable action to maintain all rights, privileges,

and franchises necessary or desirable in the normal conduct of its business. Notwithstanding the forgoing, the Makers shall be permitted

to enter into one or more restructurings or reorganizations, following which the beneficial holders of a Maker’s voting securities

immediately following consummation of the transactions contemplated by the Purchase Agreement remain beneficial holders of at least a

majority of the voting securities of such Maker or the Person or Persons resulting from such restructuring or reorganization; provided,

however, upon any restructuring or reorganization that results in the merger or consolidation of a Maker with or into any other Person,

such Maker shall require as a condition to such restructuring or reorganization that the surviving or continuing Person assume all of

such Maker’s obligations under this Note.

(b)

Notice of Events of Default. As soon as possible and in any

event within two (2) Business Days after it becomes aware that an Event of Default has occurred, notify the Holder in writing of the

nature and extent of such Event of Default and the action, if any, it has taken or proposes to take with respect to such Event of Default.

(c)

Financial Reporting. As soon as available, provide to the Holder all regularly prepared quarterly and annual financial statements

of the Makers.

Cancellation; Acceleration; Event of Default.

(a)

After all principal and accrued interest at any time owed on this Note has been paid in full, this Note shall be surrendered to the Makers

for cancellation and shall not be reissued.

(b)

If an Event of Default occurs and is continuing beyond applicable cure periods, the unpaid principal amount of this Note together with

all accrued and unpaid interest thereon shall become immediately due and payable, automatically and without any action by the Holder,

without presentment, demand, protest, diligence, any additional notice whatsoever or other requirements of any kind, all of which are

hereby expressly waived by each Maker except as otherwise required by applicable law. For purposes of this Section 8(b), “Event

of Default” shall mean any of the following events:

(i)

the Makers fail to pay when due and payable any principal, interest or other payment on this Note and such failure continues for ten

(10) Business Days.

(ii)

an involuntary proceeding is commenced or an involuntary petition is filed in a court of competent jurisdiction seeking (A) relief in

respect of a Maker under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or

foreign bankruptcy, insolvency, receivership or similar law; (B) the appointment of a receiver, trustee, custodian, sequestrator, conservator,

or similar official for a Maker or for a substantial part of the property or assets of a Maker; or (C) the winding-up or liquidation

of a Maker, and in each such event, the proceeding or petition referred to above shall continue undismissed (and shall not be bonded

or discharged) for sixty (60) days or a final order or decree approving or ordering any of the foregoing shall be entered;

(iii)

a Maker (A) voluntarily commences any proceeding under Title 11 of the United States Code, as now constituted or hereafter amended, or

any other federal, state, or foreign bankruptcy, insolvency, receivership, or similar law; (B) consents to the institution of any proceeding

or the filing of any petition described in this Section 8(b)(iii); (C) consents to the appointment of a receiver, trustee, custodian,

sequestrator, conservator, or similar official for such Maker or for a substantial part of the property or assets of such Maker; or (D)

makes a general assignment for the benefit of creditors; or

(iv)

a Change of Control shall occur. For purposes of this Note, “Change of Control” means the occurrence of the following:

(A) any Person, entity, or “group” (within the meaning of Rules 13d-3 and 13d-5 under the U.S. Securities Exchange Act of

1934) other than the beneficial and record owners of a Maker’s equity securities immediately following consummation of the transactions

contemplated by the Purchase Agreement (I) shall have acquired beneficial ownership or control, directly or indirectly, equity interests

representing, on a fully diluted basis, 50% or more of the aggregate voting power or the aggregate economic interests represented by

the issued and outstanding equity interests of such Maker or (II) shall have obtained the power (whether or not exercised) to elect a

majority of the members of the board of directors (or similar governing body) of such Maker or (B) a sale of all or substantially all

of the assets such Maker. For the avoidance of doubt, any restructuring or reorganization permitted pursuant to Section 7(a) shall

not constitute a Change of Control.

(v)

one or more judgments or decrees (A) in an aggregate amount in excess of $25,000,000 or (B) decreeing, requiring or mandating the dissolution

or split up of a Maker shall be entered against a Maker and all of such judgments or decrees shall not have been vacated, discharged,

or stayed or bonded pending appeal within sixty (60) days from the entry thereof.

(vi)

the Makers fail to pay when due any of their Debt (other than Debt arising under this Note), or any interest or premium thereon, when

due and such failure continues after the applicable grace period and any extensions thereof, if any, specified in the agreement or instrument

relating to such Debt if the aggregate principal amount of such Debt aggregates $25,000,000 or more at any time.

(vii)

Buyer fails to observe or perform any material covenant, condition, or agreement contained in this Note or the Purchase Agreement, other

than payment when due and payable of principal, interest or other payment on this Note (which is governed by Section 8(b)(i)), and such

failure continues for thirty (30) days.

Payments. All payments to be made to the Holder hereunder shall be made in the lawful money of the United States of America

by wire transfer of immediately available funds to an account designated by the Holder in a written notice delivered to the Makers at

least 5 Business Days prior to the date of such payment (it being acknowledged and agreed that the Makers may make payments hereunder

to the account most recently designated by the Holder in accordance with the foregoing unless the Holder shall designate a different

account for payment in accordance with the foregoing at least 5 Business Days prior to the applicable payment). If any payment is due,

or any time period for giving notice or taking action expires, on a day other than a Business Day, the payment shall be due and payable

on, and the time period shall automatically be extended to, the next Business Day immediately following such date, and interest shall

continue to accrue at the required rate hereunder until any such payment is made.

10.

OID Legend. THIS NOTE IS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE CODE)

FOR U.S. FEDERAL INCOME TAX PURPOSES. UPON WRITTEN REQUEST TO THE CHIEF FINANCIAL OFFICER OF THE MAKERS AT 34 SHREWSBURY AVENUE, SUITE

B, RED BANK, NJ 07701, ATTENTION: SIREESH APPAJOSYULA (SIREESH@GRAVITASLS.COM). THE MAKERS WILL PROMPTLY MAKE AVAILABLE TO THE HOLDER

THE FOLLOWING INFORMATION: THE ISSUE DATE, THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, AND THE YIELD TO MATURITY OF THIS

NOTE.

11.

Waivers; Remedies. The Makers waive presentment, demand, protest, notice of demand, notice of intent to accelerate, notice

of acceleration of maturity, notice of protest, notice of nonpayment, notice of dishonor, and any other notice required to be given under

law to the Makers in connection with the delivery, acceptance, performance, default or enforcement of this Note, any endorsement of this

Note, or any other documents executed in connection with this Note.

12.

Governing Law; Venue. The provisions of Section 7.9 of the Purchase Agreement are incorporated by reference herein,

mutatis mutandis, as if a part hereof.

13.

Usury Laws. It is the intention of the Makers and the Holder to conform strictly to all applicable usury laws now or hereafter

in force, and any interest payable under this Note shall be subject to reduction to the amount not in excess of the maximum legal amount

allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction over such matters. If the maturity

of this Note is accelerated by reason of an election by the Holder resulting from voluntary prepayment by the Makers or otherwise, then

earned interest may never include more than the maximum amount permitted by law, computed from the date hereof until payment, and any

interest in excess of the maximum amount permitted by law shall be canceled automatically and, if theretofore paid, shall at the option

of the Holder either be rebated to the Makers or credited on the principal amount of this Note, or if this Note has been paid, then the

excess shall be rebated to the Makers. The aggregate of all interest (whether designated as interest, service charges, points or otherwise)

contracted for, chargeable, or receivable under this Note shall under no circumstances exceed the maximum legal rate upon the unpaid

principal balance of this Note remaining unpaid from time to time. If such interest does exceed the maximum legal rate, it shall be deemed

a mistake and such excess shall be canceled automatically and, if theretofore paid, rebated to the Makers or credited on the principal

amount of this Note, or if this Note has been repaid, then such excess shall be rebated to the Makers.

14.

Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing to the addresses set

forth in and shall be delivered in accordance with the terms and provisions of Section 7.2 of the Purchase Agreement, the provisions

of which are incorporated herein, mutatis mutandis, as if a part hereof.

15.

Replacement. Upon receipt of evidence reasonably satisfactory to the Makers of the loss, theft, destruction or mutilation

of this Note and, in the case of any such loss, theft, destruction or mutilation of this Note, upon receipt of an indemnity reasonably

satisfactory to the Makers or, in the case of any such mutilation, upon the surrender and cancellation of this Note, the Makers shall

execute and deliver, in lieu thereof, a new Note of like tenor and dated the date of such lost, stolen, destroyed or mutilated Note.

Any Note in lieu of which any such new Note has been so executed and delivered by the Makers shall not be deemed to be an outstanding

Note.

16.

Invalid Provisions. If any provision of this Note is held to be illegal, invalid, or unenforceable under any present or future

law, and if the rights or obligations of any party hereto under this Note will not be materially and adversely affected thereby, (a)

such provision will be fully severable; (b) this Note will be construed and enforced as if such illegal, invalid, or unenforceable provision

had never comprised a part hereof; and (c) the remaining provisions of this Note will remain in full force and effect and will not be

affected by the illegal, invalid, or unenforceable provision or by its severance herefrom.

17.

Further Assurances. Each of the Maker and the Holder shall execute and deliver any and all relevant documents and instruments

as may reasonably be required or desirable to carry out the transactions contemplated by this Note. Notwithstanding the foregoing, this

Note shall not be guaranteed by any Person or entity nor shall it be secured by a Lien on any asset.

18.

Entire Agreement. This Note, together with the Purchase Agreement, supersedes all prior discussions and agreements between

the parties with respect to the subject matter hereof, and contains the sole and entire agreement between the parties hereto with respect

to the subject matter hereof. Nothing in this Note, express or implied, will be construed to expand or defeat, impair, or limit the rights,

obligations, claims, or remedies of the Makers or the Holder under the Purchase Agreement. If any provision of this Note conflicts with

any provision of the Purchase Agreement, then such provision of the Purchase Agreement shall control. Notwithstanding the foregoing,

the expense provision in Section 20 of this Note shall govern and control over any contrary provision in the Purchase Agreement.

19.

Cumulative Remedies. No right or remedy conferred upon the parties under this Note is intended to be exclusive of any other

right or remedy contained herein or in any instrument or document delivered in connection herewith, and every such right or remedy shall

be cumulative and shall be in addition to every other such right or remedy contained herein and/or now or hereafter existing at law or

in equity or otherwise.

20.

Expenses. The Makers shall jointly and severally reimburse the Holder on demand for all reasonable out-of-pocket expenses,

costs, and fees (including reasonable fees and expenses of its counsel) incurred by the Holder in connection with the enforcement of

the Holder’s rights hereunder.

21.

Binding Effect. All of the terms and provisions of this Note shall be binding upon, inure to the benefit of, and be enforceable

by the parties and their respective administrators, legal representatives, and permitted assigns, whether so expressed or not.

22.

No Presumption. The parties hereto agree that they have been represented by counsel during the negotiation and execution of

this Note and, therefore, waive the application of any law or rule of construction providing that ambiguities in an agreement or other

document will be construed against the party drafting such agreement or document.

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK]

WITNESS WHEREOF, the Makers have executed and delivered this Note on the date first set forth above.

GRAVITAS

COLLECTIVE CORP.

By:

/s/

Chase LoPriore

Name:

Chase LoPriore

Title:

Authorized Signatory

GRAVITAS

LIFE SCIENCES, LLC

By:

/s/ Sireesh Appajosyula

Name:

Sireesh Appajosyula

Title:

Authorized Signatory

ACKNOWLEDGED

AND AGREED:

Canton

Strategic Holdings, Inc.

By:

/s/

Mark Wendland

Name:

Mark

Wendland

Title:

Chief

Executive Officer

[Signature

Page to Unsecured Promissory Note]

EX-10.3

Filename: ex10-3.htm · Sequence: 4

Exhibit

10.3

BILL

OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

July

17, 2026

THIS

BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is made and entered into as of the date first

set forth above, by and between Gravitas Life Sciences, LLC, a Delaware limited liability company (as successor-in-interest to the Prior

Corporation (as defined below)) (“Transferor”) and Tharimmune SPV1, LLC, a Delaware limited liability company (“Transferee”).

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

WHEREAS,

prior to the consummation of the transactions contemplated by this Agreement, Gravitas Life Sciences, Inc. converted from a Delaware

corporation to a Delaware limited liability company, with the resulting limited liability company being Transferor (the “Conversion”).

WHEREAS,

on the date hereof and as a result of the Conversion, Transferor holds all assets held by the Prior Corporation as of immediately prior

to the Conversion.

WHEREAS,

Canton Strategic Holdings, Inc., a Delaware corporation and ultimate parent entity of Transferor and Transferee (“Canton”)

intends to enter into a Securities Purchase Agreement (the “Purchase Agreement”) with Gravitas Collective Corp., a

Delaware corporation (the “Gravitas Buyer”), pursuant to which, prior to the consummation of the transactions contemplated

thereby, Canton will sell and transfer to the Gravitas Buyer all of the issued and outstanding equity interests of Transferor (the “Gravitas

Sale Transaction”).

WHEREAS,

the Purchase Agreement contemplates that prior to the consummation of the Gravitas Sale Transaction, Transferor will transfer and assign

to Transferee all of the assets owned, licensed, leased or otherwise held by Transferor that are related to or used by Transferor in

the operation in the business of investigation and developing bispecific antibodies for use in the treatment of cancers (the “Bispecific

Oncology Business”), including, without limitation, the assets set forth on Exhibit A (collectively, the “Transferred

Assets”).

WHEREAS,

Transferor and Transferee desire to enter into this Agreement to provide for the transfer of the Transferred Assets to Transferee and

the assumption by Transferee of all liabilities arising under the Transferred Assets (the “Assumed Liabilities”).

NOW,

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Transferor and Transferee

hereby agree as follows:

Bill of Sale. For good and valuable consideration, Transferor hereby assigns, conveys, transfers and delivers unto Transferee,

its successors and assigns, all of Transferor’s right, title and interest in and to all of the Transferred Assets, as the same

exist as of the date hereof, and Transferee hereby accepts the foregoing sale, assignment, conveyance, transfer and delivery of the Transferred

Assets.

Assignment and Assumption. Transferor hereby assigns, conveys, transfers and delivers unto Transferee, its successors and assigns,

all of Transferor’s right, title and interest in and to the Assumed Liabilities and Transferee hereby assumes only the Assumed

Liabilities.

Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place virtually

via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery on the date hereof. All documents

delivered and actions taken at the Closing shall be deemed to have been delivered or taken simultaneously, and no such delivery or action

shall be considered effective or complete unless or until all other such deliveries or actions are completed or waived in writing by

the party against whom such waiver is sought to be enforced.

Further Assurances. Transferor and Transferee covenant and agree to do or cause to be done all such further acts, and shall execute

and deliver, or cause to be executed and delivered, all transfers, assignments and conveyances, evidences of title, notices, powers of

attorney and assurances reasonably necessary or desirable to carry out the provisions hereof and give effect to the transactions contemplated

by this Agreement, including the transfer of all Transferred Assets. Without limiting the foregoing, if at any time after the Closing,

any asset held by Transferor is ultimately determined to be a Transferred Asset, Transferor shall transfer and convey (without further

consideration) to Transferee such Transferred Asset (and Transferee shall assume the Assumed Liabilities in respect of such Transferred

Asset.

Representations and Warranties. Transferor represents and warrants that Transferor has good and marketable title to, or other

legal right to possess and use, all of the Transferred Assets, free and clear of all Liens. Except as set forth in the immediately preceding

sentence, Transferee acknowledges and agrees that Transferor is assigning, conveying, transferring and delivering, and Transferee is

assuming and accepting, the Transferred Assets “as is, where is” and Transferee is making no representations or warranties,

whether express or implied, at law or in equity, as to the Transferred Assets (including with respect to merchantability or fitness for

a particular purpose), and all such representations and warranties are hereby disclaimed.

Miscellaneous.

(a)

This Agreement, and all claims relating to or arising out of the relationship of the parties hereto with respect to the subject matter

hereof, shall be governed by, construed under and interpreted in accordance with laws of the State of Delaware, without giving effect

to the principles of conflict of laws thereof that would require the application of any other law.

(b)

This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted

assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any

nature whatsoever under or by reason of this Agreement.

(c)

This Agreement may be executed in counterparts, each of which when so executed and delivered shall be deemed an original, but all of

which together shall constitute one and the same instrument.

(d)

No amendment of any provision of this Agreement shall be effective, unless the same shall be in writing and signed by Transferor, on

the one hand, and Transferee, on the other hand. Any failure of any party to comply with any obligation, agreement or condition hereunder

may only be waived in writing by the other party, but such waiver shall not operate as a waiver of, or estoppel with respect to, any

subsequent or other failure. No failure by any party to take any action with respect to any breach of this Agreement or default by another

party shall constitute a waiver of such party’s right to enforce any provision hereof or to take any such action.

(e)

In case any term, provision, covenant or restriction contained in this Agreement is held to be invalid, illegal or unenforceable in any

jurisdiction, the validity, legality and enforceability of the remaining terms, provisions, covenants or restrictions contained herein,

and of such term, provision, covenant or restriction in any other jurisdiction, shall not in any way be affected or impaired thereby.

(f)

This Agreement shall not be assigned by either Transferor or Transferee without the prior written consent of the other party hereto;

provided, that Transferee may assign this Agreement to any of its Affiliates.

[Signatures

begin on the following page.]

-2-

WITNESS WHEREOF, the parties hereto have executed this Bill of Sale, Assignment and Assumption Agreement as of the date first set

forth above.

TRANSFEROR:

GRAVITAS

LIFE SCIENCES, LLC

By:

/s/

Sireesh Appajosyula

Name:

Sireesh

Appajosyula

Title:

Authorized

Signatory

TRANSFEREE:

THARIMMUNE

SPV1, LLC

By:

/s/

Mark Wendland

Name:

Mark

Wendland

Title:

Chief

Executive Officer

[Signature

Page to Bill of Sale, Assignment and Assumption Agreement]

EXHIBIT

Transferred

Assets

EX-99.1

Filename: ex99-1.htm · Sequence: 5

Exhibit

99.1

CANTON

STRATEGIC HOLDINGS, INC.

UNAUDITED

PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION

Introduction

July 17, 2026, Canton Strategic Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement

(the “Purchase Agreement”) with Gravitas Collective Corp., a Delaware corporation (“Buyer”), pursuant

to which the Company agreed to sell, and Buyer agreed to purchase, all of the issued and outstanding membership interests (the “Purchased

Securities”) of Gravitas Life Sciences, LLC (“Gravitas”), a wholly owned subsidiary of the Company (the

“Transaction”). In connection with the Transaction, Gravitas was converted from a Delaware corporation into a Delaware

limited liability company on July 16, 2026. Gravitas operates clinical-stage biotech research and development that develops therapeutic

candidates for immunology and inflammation conditions.