Form 8-K

8-K — Securetech Innovations, Inc.

Accession: 0001017386-26-000149

Filed: 2026-10-27

Period: 2026-10-22

CIK: 0001703157

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — scth_form8k10272026.htm (Primary)

EX-31.1 — CERTIFICATE OF DESIGNATION OF THE TERMS (ex31.htm)

EX-10.1 — JOINT VENTURE AGREEMENT (ex101.htm)

EX-10.2 — EXCLUSIVE INTELLECTUAL PROPERTY LICENSE AGREEMENT (ex102.htm)

EX-10.3 — ROYALTY-FREE INTELLECTUAL PROPERTY SUBLICENSE AGREEMENT (ex103.htm)

EX-10.4 — LIMITED LIABILITY COMPANY OPERATING AGREEMENT (ex104.htm)

EX-10.5 — STOCK PURCHASE AGREEMENT (ex105.htm)

EX-99.1 — PRESS RELEASE OF SECURETECH INNOVATIONS, INC (ex991.htm)

GRAPHIC (logo_1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: scth_form8k10272026.htm · Sequence: 1

SecureTech Innovations, Inc. -- Form 8-K (10-27-26)

false

0001703157

2026-10-22

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): October 22, 2026

SecureTech Innovations, Inc.

(Exact name of registrant as specified in its charter)

Wyoming

000-55927

82-0972782

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

2355 Highway 36 West, Suite 400, Roseville, MN 55113

(Address of principal executive offices and zip code)

(651) 317-8990

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

¨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 (17CFR240.14a-12)

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

N/A

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

SCTH

OTCQB Venture Market

12-31

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 ¨

If 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

QSTAK Joint Venture, Exclusive License, and Equity Investment

On October 22, 2026 (“Closing Date”), SecureTech Innovations, Inc. (“SecureTech” or “Company”) entered into, and closed the transactions contemplated by, a series of definitive agreements (collectively, “QSTAK Agreements”) with QStak Holding, LLC, a Florida limited liability company (“QStak”), and Craft Capital Management LLC (“Craft Capital”). Under the QSTAK Agreements, SecureTech (i) obtained an exclusive, worldwide license to QStak’s blockchain, exchange, wallet, and related intellectual property; (ii) formed a joint venture, QStak Market, LLC, a Wyoming limited liability company (“JV Entity”), to commercialize that technology; and (iii) acquired a net fifteen percent (15%) ownership interest in QStak. The QSTAK Agreements consist of:

•Exclusive Intellectual Property License Agreement between QStak, as licensor, and SecureTech, as licensee (“ELA”);

•Royalty-Free Intellectual Property Sublicense Agreement between SecureTech and the JV Entity, which QStak joins as consenting party (“JV Sublicense”);

•Joint Venture Agreement among SecureTech, Piranha Blockchain, Inc., a Wyoming corporation and wholly owned subsidiary of SecureTech (“Piranha”), QStak, and Craft Capital (“JVA”);

•Limited Liability Company Operating Agreement of the JV Entity among Piranha, QStak, and Craft Capital, which SecureTech joins for limited purposes (“Operating Agreement”); and

•Stock Purchase Agreement between SecureTech and QStak (“SPA”).

Exclusive Intellectual Property License Agreement

Under the ELA, QStak granted SecureTech an exclusive, worldwide license, including as against QStak, with the right to sublicense, to the QStak blockchain, exchange, wallet, and related intellectual property described in the ELA (“Licensed Assets”). The license consideration is an aggregate stated value of up to $22,000,000, payable solely in shares of SecureTech’s newly designated Series B Preferred Stock, $0.001 par value (“Series B Preferred”), each having a stated value of $10,000, in four tranches:

•Tranche 1. 600 shares ($6,000,000), issued at closing.

•Tranche 2. 300 shares ($3,000,000), upon the first commercial launch of the QStak exchange to unaffiliated third-party customers, excluding any beta, testnet, pilot, or other pre-commercial release (“Commercial Launch”).

•Tranche 3. 650 shares ($6,500,000), upon the JV Entity achieving $7,500,000 of annual gross revenue, as defined in the ELA, in any trailing twelve-month period.

•Tranche 4. 650 shares ($6,500,000), upon the JV Entity achieving $15,000,000 of such annual gross revenue in any trailing twelve-month period.

The number of shares issuable in each tranche is fixed and does not adjust based on the market price of SecureTech’s securities or any later valuation. In the event the closing price of SecureTech’s common stock equals or exceeds $40.00 per share for fifteen consecutive trading days, the remaining unissued tranches may become earned, subject to the conditions in the ELA, including Commercial Launch. No shares will be issued to QStak if, after the issuance, QStak and its affiliates would hold more than 9.9% of SecureTech’s total voting power (“Ownership Cap”); any earned shares that cannot be issued because of the Ownership Cap or applicable law will be issued when issuance is permitted. No cash royalty or other cash consideration is payable for the license. QStak may terminate the license only for SecureTech’s uncured failure to deliver earned and legally issuable shares of Series B Preferred, and the license becomes perpetual and irrevocable once all earned consideration has been delivered. QStak has agreed to deliver the Licensed Assets, including source code and related materials, to provide transition assistance, and to indemnify SecureTech against claims relating to the Licensed Assets, including infringement claims.

Joint Venture Agreement, Operating Agreement, and JV Sublicense

The JV Entity was formed to hold and commercialize the Licensed Assets. Under the JV Sublicense, SecureTech granted the JV Entity a royalty-free sublicense to use and commercialize the Licensed Assets, which is treated as SecureTech’s capital contribution, made through Piranha. QStak contributed its know-how and technical and development support. The principal terms of the JVA and the Operating Agreement are as follows:

•Ownership. Piranha holds 57,000 units (57%), QStak holds 38,000 units (38%), and Craft Capital holds 5,000 profits interest units (5%) of the JV Entity. Craft Capital’s profits interest units share in operating distributions pro rata, but share in the proceeds of a sale or liquidation of the JV Entity only to the extent those proceeds exceed the JV Entity’s value at closing.

•Management. The JV Entity is managed by a three-member Management Committee, two of whom are designated by SecureTech (J. Scott Sitra and Anthony Vang) and one by QStak. Certain fundamental actions require the consent of all members. SecureTech intends to consolidate the JV Entity in its financial statements.

•Valuation. The parties agreed on an initial valuation of the JV Entity of $22,000,000, subject to a closing valuation report by an independent valuation firm. The closing valuation report and the valuations of each tranche of Series B Preferred will be used solely for financial reporting and tax purposes and will not change the number of shares issuable under the ELA or the SPA.

•Capital Calls. No member is required to fund additional capital. A member that does not participate in an approved capital call will be diluted.

•Transfers. Transfers of units are restricted and subject to rights of first refusal, tag-along rights, and drag-along rights. For two years after closing, SecureTech may not exercise its buyout or drag-along rights over Craft Capital’s units without Craft Capital’s consent, subject to specified exceptions.

•Exclusivity. QStak may not exploit the Licensed Assets outside the JV Entity.

Stock Purchase Agreement

Under the SPA, SecureTech acquired a net fifteen percent (15%) ownership interest in QStak (“Purchased Interest”) for a purchase price of $4,500,000, paid in shares of SecureTech’s Series A Preferred Stock, $0.001 par value (“Series A Preferred”). The number of shares was determined by dividing $4,500,000 by $174,900, which is the $17.49 closing price of SecureTech’s common stock, $0.001 par value (“Common Stock”), on the OTCQB on October 21, 2026, multiplied by 10,000, the number of shares of Common Stock into which each share of Series A Preferred may be redeemed. The result, 25.73 shares, was rounded to 26 shares of Series A Preferred, having an aggregate value of $4,547,400. For 48 months after closing, SecureTech may repurchase all of those shares for $4,500,000 plus interest at 4% per annum, and SecureTech retains the Purchased Interest whether or not it exercises that option. QStak may not transfer the shares for six months after closing, or during the repurchase period without SecureTech’s consent, except to affiliates. The SPA also grants SecureTech a right of first refusal on issuances and transfers of QStak equity, board observer and information rights, and consent rights over specified QStak actions.

Craft Capital

Craft Capital, a registered broker-dealer, introduced QStak to SecureTech under a Finder’s Agreement dated June 12, 2026. Under the JVA, SecureTech and Craft Capital amended the Finder’s Agreement so that Craft Capital’s profits interest units in the JV Entity are its sole compensation for the QSTAK transactions, and no cash fee or SecureTech securities are payable to Craft Capital for them. Craft Capital also serves as SecureTech’s investment banker and acted as placement agent for SecureTech’s October 16, 2026 note financing. Other than the QSTAK Agreements, there is no material relationship between SecureTech or its affiliates and QStak.

The foregoing descriptions of the QSTAK Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, which are filed as Exhibits 10.1 through 10.5 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 in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities

The information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. On October 22, 2026, the Board of Directors of SecureTech (“Board”) approved the following issuances of unregistered securities:

•Series B Preferred – ELA Tranche 1. 600 shares of Series B Preferred, having an aggregate stated value of $6,000,000, issued to QStak on October 26, 2026, upon the filing of the Series B Certificate of Designation described in Item 5.03, as license consideration under the ELA.

•Series A Preferred – SPA. 26 shares of Series A Preferred, having an aggregate value of $4,547,400, issued to QStak on October 22, 2026, as the purchase price for the Purchased Interest.

•Redemption of Series A Preferred. Under the redemption provision of the Certificate of Designation of the Series A Preferred, SecureTech redeemed, at its own initiative and effective October 22, 2026, 570 shares of Series A Preferred for an aggregate of 5,700,000 shares of Common Stock, at the fixed ratio of 10,000 shares of Common Stock per share of Series A Preferred: 170 shares held by Kao Lee, for 1,700,000 shares; 350 shares held by Taurus Financial Partners, LLC (“Taurus”), an entity controlled by J. Scott Sitra, SecureTech’s Chairman, President, and Chief Executive Officer, for 3,500,000 shares; and 50 shares held by AIUP Holding Limited, for 500,000 shares. Because each share of Series A Preferred carries 10,000 votes, the redemption did not change any holder’s voting power. No cash was paid. Mr. Sitra disclosed his interest in the redemption of Taurus’s shares, and the redemption was approved by SecureTech’s disinterested director, who found it fair to SecureTech.

•Consultant. 2,078 shares of Common Stock issued to Ajene Watson, LLC on October 22, 2026, in payment of $49,500 of monthly consulting fees for August through October 2026 under its advisory agreement with SecureTech, an average of $23.82 per share.

•Director Nominees. 1,250 shares of Common Stock issued to each of Brian Zucker, Robert Castro, and Robert Williams, SecureTech’s nominees for independent director, an aggregate of 3,750 shares, on October 22, 2026, valued at $25,000 per nominee ($20.00 per share), as full compensation for advisory services provided before their appointment to the Board. These services consist of business introductions, including in connection with SecureTech’s engagement of its independent registered public accounting firm and its search for additional qualified executive officers, and do not include work on SecureTech’s financial statements or accounting. Each nominee’s advisory services end automatically upon the nominee’s appointment to the Board.

The Series B Preferred, the Series A Preferred, and the shares of Common Stock issued to Ajene Watson, LLC and the director nominees were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). QStak represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D and is acquiring the securities for investment. The shares of Common Stock issued in the redemption were issued in reliance

on the exemption provided by Section 3(a)(9) of the Securities Act, as securities exchanged by SecureTech with its existing security holders exclusively, with no commission or other remuneration paid for soliciting the exchange. All of the securities described above are “restricted securities” and bear a restrictive legend.

After giving effect to the issuances and the redemption described above, SecureTech had 22,875,545 shares of Common Stock, 19,538 shares of Series A Preferred, and 600 shares of Series B Preferred issued and outstanding.

Item 3.03

Material Modification to Rights of Security Holders

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The Series B Preferred ranks senior to the Common Stock with respect to the distribution of assets upon liquidation and votes together with the Common Stock as a single class.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 22, 2026, the Board, under the authority granted by Article VI of SecureTech’s Articles of Incorporation, designated 2,200 shares of SecureTech’s authorized preferred stock as Series B Preferred. On October 26, 2026, SecureTech filed the Certificate of Designation of the Terms, Preferences, and Rights of Series B Preferred Stock (“Series B Certificate of Designation”) with the Secretary of State of the State of Wyoming, and it became effective upon filing. No stockholder approval was required. The Series B Preferred may be issued solely as license consideration under the ELA. Its principal terms are as follows:

•Stated Value and Ranking. Each share has a stated value of $10,000 and ranks junior to the Series A Preferred and senior to the Common Stock.

•Liquidation. Each share carries a liquidation preference equal to its stated value.

•Voting. Each share carries 2,700 votes and votes together with the Common Stock and the Series A Preferred as a single class.

•No Conversion or Holder Redemption. Holders have no right to convert their shares or to require SecureTech to redeem them.

•Redemption by SecureTech. At any time beginning one year after a share is issued, SecureTech may, in the Board’s sole discretion, redeem it solely for shares of Series A Preferred, as provided in the Series B Certificate of Designation, up to a maximum of 0.27 share of Series A Preferred for each share of Series B Preferred, or 594 shares of Series A Preferred in total.

•Transfer Restrictions. Shares of Series B Preferred may not be transferred without the Board’s consent, except to an affiliate of the holder that agrees to be bound by the Series B Certificate of Designation.

The foregoing description of the Series B Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to its full text, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure

On October 27, 2026, SecureTech issued a press release announcing the QSTAK transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

3.1

Certificate of Designation of the Terms, Preferences, and Rights of Series B Preferred Stock of SecureTech Innovations, Inc., filed with the Secretary of State of the State of Wyoming on October 26, 2026.

10.1

Joint Venture Agreement, dated as of October 22, 2026, among SecureTech Innovations, Inc., Piranha Blockchain, Inc., QStak Holding, LLC, and Craft Capital Management LLC.

10.2

Exclusive Intellectual Property License Agreement, dated as of October 22, 2026, between QStak Holding, LLC and SecureTech Innovations, Inc.

10.3

Royalty-Free Intellectual Property Sublicense Agreement, dated as of October 22, 2026, between SecureTech Innovations, Inc. and QStak Market, LLC, joined by QStak Holding, LLC as consenting party.

10.4

Limited Liability Company Operating Agreement of QStak Market, LLC, dated as of October 22, 2026, among Piranha Blockchain, Inc., QStak Holding, LLC, and Craft Capital Management LLC, joined by SecureTech Innovations, Inc. for limited purposes.

10.5

Stock Purchase Agreement, dated as of October 22, 2026, between SecureTech Innovations, Inc. and QStak Holding, LLC.

99.1

Press Release of SecureTech Innovations, Inc., dated October 27, 2026 (furnished, not filed).

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include, without limitation, statements regarding the commercial launch of the QStak exchange; the achievement of the revenue milestones and the issuance of additional tranches of Series B Preferred under the ELA; the business, operations, and consolidation of the JV Entity; the valuation of the Licensed Assets and the JV Entity; any exercise of SecureTech’s repurchase option under the SPA; any redemption of Series B Preferred for Series A Preferred; the appointment of SecureTech’s director nominees; and other statements that are not historical facts. These statements are often identified by words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “may,” “will,” “should,” and similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause SecureTech’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including the risks that the QStak exchange, which is currently in beta testing, may not achieve Commercial Launch on the expected timeline or at all; that the JV Entity may not generate the revenue required to earn later tranches or to operate profitably; that the business of tokenizing and trading securities is subject to extensive and evolving regulation, including requirements for the qualification of issuers’ offerings by the Securities and Exchange Commission, that may delay or prevent the JV Entity’s operations; that QStak may not perform its obligations under the QSTAK Agreements; that the independent valuations may result in values for the Licensed Assets, the JV Entity, or the Series B Preferred that differ materially from the stated amounts, and that SecureTech may be required to record impairment charges; that the issuance of additional Series B Preferred, any redemption of Series B Preferred for Series A Preferred, and the redemption of Series A Preferred for Common Stock may dilute existing stockholders and adversely affect the market price of the Common Stock; and the other risks described in SecureTech’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of SecureTech’s most recent Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q. SecureTech undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

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.

Dated: October 27, 2026

By:

SECURETECH INNOVATIONS, INC.

/s/ J. Scott Sitra

President, Chief Executive Officer,

Principal Executive Officer, and Director

EX-31.1 — CERTIFICATE OF DESIGNATION OF THE TERMS

EX-31.1

Filename: ex31.htm · Sequence: 2

CERTIFICATE OF DESIGNATION

of the

TERMS, PREFERENCES, AND RIGHTS

SERIES B PREFERRED STOCK

Pursuant to Section 17-16-602 of the

Wyoming Business Corporation Act

The undersigned does hereby certify that the following resolution was duly adopted on October 22, 2026 by the Board of Directors (“Board”) of SecureTech Innovations, Inc., a Wyoming corporation (“Corporation”), with the designations, powers, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions thereof, having been fixed by the Board pursuant to authority granted to it under Article VI of the Corporation’s Articles of Incorporation and in accordance with Section 17-16-602 of the Wyoming Business Corporation Act (“WBCA”):

RESOLVED, that the Board does hereby fix and determine the rights, preferences, privileges, restrictions, and other matters relating to the Corporation’s Series B Preferred Stock, $0.001 par value, as follows:

1.Designation and Amount. This series of preferred stock shall be designated Series B Preferred Stock (“Series B Preferred”), $0.001 par value. The number of authorized shares of Series B Preferred is two thousand two hundred (2,200). Series B Preferred shall be issued solely as payment of the license consideration under the Exclusive Intellectual Property License Agreement dated October 22, 2026, between the Corporation and Qstak Holding, LLC, a Florida limited liability company (“License Agreement”), and for no other purpose. Each issuance shall consist of the number of shares equal to the stated dollar value of the Tranche (as defined in the License Agreement) then issuable under the License Agreement divided by the Stated Value, rounded to the nearest whole share.

2.Stated Value. Each share of Series B Preferred shall have a stated value of ten thousand dollars ($10,000) (“Stated Value”).

3.Rank. The Series B Preferred shall rank junior to the Corporation’s Series A Preferred Stock (“Series A Preferred”) and senior to the Corporation’s common stock, $0.001 par value (“Common Stock”). The rank of the Series B Preferred relative to any series of preferred stock designated after the date of this Certificate shall be as set forth in the certificate of designation for that series.

4.Dividends. Holders of Series B Preferred are eligible for all legal dividends as may be approved by the Board. If a dividend is declared across multiple classes of stock, the amount of any dividend to be received by holders of Series B Preferred shall be calculated on a fully diluted,

- 1 -

pro-rata basis with the other classes of stock participating in said dividend. For this purpose, “fully diluted” means the sum of (i) all issued and outstanding shares of Common Stock and (ii) all shares of Common Stock issuable upon the conversion or redemption, directly or through another security, of all issued and outstanding securities of the Corporation convertible or redeemable into Common Stock. Each share of Series B Preferred shall be counted as the number of shares of Common Stock equal to the number of shares of Series A Preferred into which it would be redeemed under Section 8, calculated as if the dividend record date were the date of a Board resolution authorizing redemption and applying the Redemption Limit, multiplied by the Series A Ratio.

5.Liquidation. Upon any liquidation, dissolution, or winding up of the Corporation, after payment of or provision for all liabilities and after satisfaction of any rights of the holders of Series A Preferred, and before any distribution to the holders of Common Stock, each holder of Series B Preferred shall be entitled to receive, for each share held, an amount equal to the Stated Value, and no more. If the assets available are insufficient to pay the full Stated Value on all outstanding shares, those assets shall be distributed ratably among the holders of Series B Preferred. A merger, consolidation, or sale of all or substantially all of the Corporation’s assets shall not, by itself, be deemed a liquidation, dissolution, or winding up.

6.Voting Rights. Holders of Series B Preferred shall have the right to vote on all matters with the holders of Common Stock and Series A Preferred (and other eligible classes or series, if any) by aggregating votes into one (1) voting class of stock. Each share of Series B Preferred shall have two thousand seven hundred (2,700) votes on any election or other matter placed before the shareholders of the Corporation, whether the vote is taken with or without a shareholders’ meeting. Holders of Series B Preferred may not cumulate their votes in any voting matter. Holders of Series B Preferred shall vote as a separate voting group only where required by the WBCA or by Section 11.

7.No Conversion or Redemption at Option of Holder. Holders of Series B Preferred shall have no right to convert their shares into any other security of the Corporation and no right to require the Corporation to redeem or repurchase their shares. Series B Preferred may be redeemed only as provided in Section 8.

8.Redemption by Corporation.

(a)Definitions. For purposes of this Certificate:

(i)“Closing Valuation Report” means the independent valuation report obtained by the Corporation in connection with the initial issuance of Series B Preferred, which addresses conditions as of the date of that issuance, whether the report is dated before or after that date. The Corporation shall retain the Closing Valuation Report with its corporate records and shall provide a copy to any holder of Series B Preferred upon request.

(ii)“Principal Market” means the principal securities exchange or quotation system on which the Common Stock is then listed or quoted.

- 2 -

(iii)“Series A Ratio” means the number of shares of Common Stock into which one share of Series A Preferred is redeemable under the Series A Preferred certificate of designation as then in effect (currently ten thousand (10,000)).

(iv)“Series A Redemption Value” means the product of (A) the VWAP, (B) the Series A Ratio, and (C) one (1) minus the Valuation Discount.

(v)“Trading Day” means a day on which the Principal Market is open for trading.

(vi)“Valuation Discount” means the aggregate percentage discount applied to the Series A Preferred in the Closing Valuation Report to reflect lack of marketability and the uncertainty of redemption. The Valuation Discount is fixed and shall apply, without re-determination, to every redemption of Series B Preferred, regardless of the date on which the shares redeemed were issued.

(vii)“VWAP” means the volume-weighted average price of the Common Stock on the Principal Market for the five (5) consecutive Trading Days ending on and including the Trading Day immediately preceding the date of the Board resolution authorizing the redemption, as reported by the Principal Market (or, if the Principal Market does not report it, by OTC Markets Group Inc. or another reputable source selected by the Board), equitably adjusted for any stock split, combination, or stock dividend of the Common Stock occurring during that period.

(b)Redemption Right. After a minimum period of one (1) year from the date of issue of a share of Series B Preferred, the Corporation may, at the sole discretion of the Board, redeem some or all of such shares solely into shares of Series A Preferred as provided in this Section 8. Any partial redemption shall be made pro rata among the holders of shares then eligible for redemption, unless all such holders consent otherwise in writing.

(c)Redemption Shares. Each share of Series B Preferred redeemed shall be redeemed into the number of shares of Series A Preferred equal to the Stated Value divided by the Series A Redemption Value, subject to Section 8(d).

(d)Redemption Limit. In no event shall more than twenty-seven hundredths (0.27) of a share of Series A Preferred be issued upon redemption of any one share of Series B Preferred (an aggregate of five hundred ninety-four (594) shares of Series A Preferred for all 2,200 authorized shares of Series B Preferred) (“Redemption Limit”). Where the calculation in Section 8(c) would exceed the Redemption Limit, the Series A Preferred issued at the Redemption Limit shall be in full satisfaction of the shares redeemed, and the Corporation shall have no further obligation in cash, securities, or otherwise.

- 3 -

(e)Fractional Shares. No fractional shares of Series A Preferred shall be issued. The number of shares of Series A Preferred issuable to each holder shall be aggregated and rounded down to the nearest whole share, and the Corporation shall pay the holder cash equal to the remaining fraction multiplied by the Series A Redemption Value.

(f)Notice and Effect of Redemption. The Corporation shall deliver written notice of redemption to each affected holder at least ten (10) calendar days before the redemption date, stating the redemption date, the number of shares to be redeemed, the VWAP, the Series A Redemption Value, and the number of shares of Series A Preferred to be issued. On the redemption date, the shares redeemed shall no longer be outstanding, and all rights of their holders shall cease except the right to receive the Series A Preferred (and any cash in lieu of fractions) issuable under this Section 8. For purposes of the Series A Preferred certificate of designation, the date of issue of the Series A Preferred shall be the redemption date.

(g)Status of Redeemed Shares. Shares of Series B Preferred redeemed or otherwise acquired by the Corporation shall be retired and canceled, shall resume the status of authorized but undesignated preferred stock, and shall not be reissued as Series B Preferred.

9.Adjustments. If the outstanding Series B Preferred is subdivided or combined, the Stated Value, the votes per share in Section 6, and the Redemption Limit shall be proportionately adjusted. If the outstanding Series A Preferred is subdivided or combined, the Redemption Limit shall be proportionately adjusted. Each adjustment shall preserve the aggregate Stated Value, aggregate votes, and aggregate Redemption Limit of the Series B Preferred.

10.Restrictions on Transfer. Shares of Series B Preferred are restricted securities and may not be sold, assigned, pledged, or otherwise transferred without the prior written consent of the Board, except to an affiliate of the holder that agrees in writing to be bound by this Certificate. Any purported transfer in violation of this Section 10 shall be void. Each certificate or book-entry statement evidencing Series B Preferred shall conspicuously note this restriction.

11.Amendment. Any amendment to this Certificate that adversely alters the rights, preferences, or privileges of the Series B Preferred shall require, in addition to any other vote required by the WBCA, the approval of the holders of a majority of the outstanding shares of Series B Preferred voting as a separate voting group.

12.Notices. Notices to holders of Series B Preferred shall be in writing and delivered to the address of the holder shown on the Corporation’s stock records, and shall be deemed given when delivered personally, one (1) business day after deposit with a recognized overnight courier, or when sent by email with confirmation of transmission.

- 4 -

IN WITNESS WHEREOF, the undersigned declare under penalty of perjury under the laws of the State of Wyoming that they have read the foregoing Terms, Preferences, and Rights of Series B Preferred Stock and know the contents thereof, and that they are duly authorized to execute the same on behalf of the Corporation, this 26th day of October, 2026.

SECURETECH INNOVATIONS, INC.

__________________________________

J. SCOTT SITRA

President, Chief Executive Officer,

Principal Executive Officer,

and Director

______________________________________

ANTHONY VANG

Treasurer, Secretary, Chief Financial Officer, Principal Financial Officer, Principal

Accounting Officer, and Director

- 5 -

EX-10.1 — JOINT VENTURE AGREEMENT

EX-10.1

Filename: ex101.htm · Sequence: 3

JOINT VENTURE AGREEMENT

by and among

SECURETECH INNOVATIONS, INC.,

PIRANHA BLOCKCHAIN, INC.,

QSTAK HOLDING, LLC,

and

CRAFT CAPITAL MANAGEMENT LLC

This JOINT VENTURE AGREEMENT (this “Agreement” or “JVA”) is entered into as of October 22, 2026 (the “Effective Date”), by and among:

SecureTech Innovations, Inc., a Wyoming corporation, with its principal office at 2355 Highway 36 West, Suite 400, Roseville, MN 55113 (“SecureTech”);

Piranha Blockchain, Inc., a Wyoming corporation and wholly owned subsidiary of SecureTech, with its principal office at 2355 Highway 36 West, Suite 400, Roseville, MN 55113 (“Piranha”);

Qstak Holding, LLC, a Florida limited liability company, with its principal office at 3101 Highway 421, Ste. A, Bristol, TN 37620 (“Qstak”); and

Craft Capital Management LLC, a New York limited liability company, with its principal office at 377 Oak Street, Suite 4, Garden City, NY 11530 (“Craft Capital”).

SecureTech, Piranha, Qstak, and Craft Capital are each referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

(A)SecureTech and Qstak entered into a Non-Binding Letter of Intent dated July 1, 2026 (the “LOI”), setting forth the general terms and conditions under which SecureTech proposes to obtain an exclusive license to certain intellectual property and related assets from Qstak and to form a joint venture to exploit the revenue rights associated therewith.

(B)Qstak owns or controls certain intellectual property, including without limitation technology, trade secrets, know-how, software, and proprietary rights (collectively, the “Licensed Assets”), and desires to license such Licensed Assets on an exclusive basis to SecureTech pursuant to the terms of a definitive Exclusive Intellectual Property License Agreement.

(C)SecureTech desires to obtain an exclusive license to the Licensed Assets and to form a joint venture with Qstak to hold and exploit the revenue rights associated therewith.

(D)Craft Capital introduced Qstak to SecureTech and will participate in the joint venture pursuant to the terms of that certain Finder’s Agreement between SecureTech and Craft Capital dated June 12, 2026 (the “Finder’s Agreement”), under which, as amended by Section 3.7 of this Agreement, Craft Capital’s five percent (5%) Membership Interest in the JV Entity, issued as a profits interest as

provided in Section 3.6, constitutes its full compensation for the Qstak Transaction (as defined therein).

(E)The Parties desire to set forth their agreement regarding the formation, funding, operation, governance, and eventual disposition of the joint venture, and to delineate the rights and obligations of each Party with respect thereto.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Operating Agreement or the ELA, as applicable.

“Agreed Valuer” means a nationally recognized, independent third-party valuation specialist unanimously agreed upon by all Members for the purpose of determining the fair market value of the JV Entity, its assets, or any Membership Interest, as applicable under this Agreement.

“Series A Certificate of Designation” means the Certificate of Designation of the Terms, Preferences, and Rights of Series A Preferred Stock of SecureTech filed with the Wyoming Secretary of State.

“Series B Certificate of Designation” or “Series B COD” means the Certificate of Designation of the Terms, Preferences, and Rights of Series B Preferred Stock of SecureTech filed with the Wyoming Secretary of State.

“Craft Interest” means the Membership Interest of Craft Capital in the JV Entity, initially equal to five percent (5%) and consisting of the Profits Interest Units, issued as a profits interest as provided in Section 3.6.

“Distribution Threshold” has the meaning given in the Operating Agreement.

“ELA” means the Exclusive Intellectual Property License Agreement between Qstak (as Licensor) and SecureTech (as Licensee) with respect to the Licensed Assets, substantially in the form attached hereto as Exhibit A or as otherwise agreed by the parties thereto.

“Equity Interest” means the fifteen percent (15%) ownership interest in Qstak to be acquired by SecureTech pursuant to the Stock Purchase Agreement.

“Finder’s Agreement” means that certain Finder’s Agreement dated June 12, 2026, between SecureTech and Craft Capital.

“JV Entity” means the limited liability company to be formed by the Parties under the laws of the State of Wyoming, as contemplated by Article 2 hereof.

“JV Sublicense” means the Royalty-Free Intellectual Property Sublicense Agreement among SecureTech, the JV Entity, and Qstak, solely as consenting party.

“License Shares” means shares of SecureTech Series B Preferred Stock, $0.001 par value per share, with a Stated Value of $10,000 per share (the “Series B Stated Valued”), issued to Qstak in four tranches totaling 2,200 shares and having an aggregate stated value of $22,000,000, as license consideration under the ELA and the Series B Certificate of Designation.

“Licensed Assets” means all intellectual property and associated assets owned or controlled by Qstak, including without limitation all technology, trade secrets, know-how, software, and related proprietary rights, as more particularly described in the ELA.

“LOI” means the Non-Binding Letter of Intent dated July 1, 2026, between SecureTech and Qstak.

“Management Committee” means the governing body of the JV Entity established pursuant to Section 7.1 of this Agreement.

“Member” means each of Piranha (as holder of SecureTech’s Membership Interest under Section 3.8), Qstak, and Craft Capital, and any Person subsequently admitted to the JV Entity as a member in accordance with this Agreement and the Operating Agreement.

“Membership Interest” means, with respect to any Member, such Member’s percentage ownership interest in the JV Entity as set forth in Section 3.1 hereof, as adjusted from time to time in accordance with this Agreement and the Operating Agreement.

“Operating Agreement” means the Limited Liability Company Operating Agreement of the JV Entity, to be executed by the Members concurrently with the formation of the JV Entity, as amended from time to time.

“Person” means any natural person, corporation, limited liability company, partnership, trust, unincorporated association, or other entity.

“Profits Interest Units” means the 5,000 Units issued to Craft Capital under the Operating Agreement as a profits interest, as described in Section 3.6 and in the Operating Agreement.

“SPA Series A Preferred Shares” means the shares of SecureTech’s Series A Preferred Stock, $0.001 par value per share, to be issued to Qstak as consideration for the Equity Interest pursuant to the Stock Purchase Agreement.

“Services Agreement” means the separate written agreement between the JV Entity and Qstak governing Qstak’s technical, development, support, and other services for the JV Entity, as amended from time to time.

“Stock Purchase Agreement” means the Stock Purchase Agreement to be entered into between SecureTech and Qstak for SecureTech’s acquisition of the Equity Interest.

“Transaction Documents” means, collectively, this Agreement, the ELA, the JV Sublicense, the Operating Agreement, the Stock Purchase Agreement, the Series A and Series B Certificates of Designation, the Services Agreement, and the Finder’s Agreement.

ARTICLE 2 — FORMATION OF THE JOINT VENTURE

2.1Formation. Subject to the satisfaction or waiver of the conditions precedent set forth in Article 4, the Parties shall cause to be formed a limited liability company (the “JV Entity”) under the Wyoming Limited Liability Company Act (the “Act”). The JV Entity shall be formed by the filing of articles of organization with the Wyoming Department of State, Division of Corporations.

2.2Name. The name of the JV Entity shall be Qstak Market, LLC, or such other name as the Parties shall mutually agree upon prior to filing.

2.3Principal Place of Business. The principal place of business of the JV Entity shall be 2355 Highway 36 West, Suite 400, Roseville, MN 55113, or such other location as the Management Committee may determine from time to time.

2.4Purpose. The purpose of the JV Entity shall be to hold and exploit the revenue rights associated with the Licensed Assets made available under the JV Sublicense, and to engage in any and all lawful activities incidental or related thereto, including without limitation the commercialization, marketing, distribution, and other exploitation of products and services derived from the Licensed Assets to the extent permitted under the JV Sublicense.

2.5Term. The JV Entity shall continue in existence until dissolved in accordance with Article 15 hereof and the Operating Agreement.

2.6Operating Agreement. Concurrently with the formation of the JV Entity, the Members shall execute and deliver the Operating Agreement, which shall govern the internal affairs, management, and operations of the JV Entity. This Agreement shall control with respect to the commercial rights and obligations of the Parties as co-venturers; provided, however, that the Parties shall cause this Agreement and the other Transaction Documents to remain consistent with the Operating Agreement, as amended from time to time. In the event of any conflict with respect to internal LLC mechanics, Units, allocations, capital accounts, tax distributions, tax elections, Member loans, the Partnership Representative, or other matters governing the internal affairs of the JV Entity, the Operating Agreement, as amended from time to time, shall control, subject to Sections 19.1 and 19.13.

2.7Condition to Formation. The Parties’ obligation to form the JV Entity is expressly conditioned upon the execution and delivery of the ELA and the satisfaction of all conditions precedent set forth in Article 4 hereof.

ARTICLE 3 — OWNERSHIP AND CAPITAL CONTRIBUTIONS

3.1Membership Interests. The initial Membership Interests in the JV Entity shall be allocated among the Members as follows:

(a)Piranha (holding SecureTech’s interest as provided in Section 3.8): Fifty-seven percent (57%) Membership Interest;

(b)Qstak: Thirty-eight percent (38%) Membership Interest; and

(c)Craft Capital: Five percent (5%) Membership Interest, consisting of 5,000 Profits Interest Units issued as a profits interest as provided in Section 3.6 (the “Craft Interest”).

3.2Capital Contributions. In consideration of the Membership Interests set forth in Section 3.1, each Member shall make the following initial capital contributions to the JV Entity (or, in the case of Craft Capital, has provided the following consideration):

(a)SecureTech shall contribute its grant to the JV Entity of a royalty-free sublicense under the JV Sublicense to use and exploit the Sublicensed IP solely through and for the business

of the JV Entity. SecureTech shall retain all rights under the ELA, and nothing herein constitutes a contribution, assignment, or transfer of the ELA itself.

(b)Qstak shall contribute its underlying intellectual property know-how, technical support services, and ongoing development support related to the Licensed Assets, as more particularly described in the ELA and the Operating Agreement.

(c)Craft Capital has rendered, to and for the benefit of the JV Entity and in anticipation of becoming a Member, the introduction and investment banking services that facilitated the relationship between SecureTech and Qstak and the formation of the JV Entity. Craft Capital contributes no property to the JV Entity, and the Craft Interest is issued to Craft Capital solely in consideration of those services, as a profits interest in accordance with Section 3.6. The Parties acknowledge and agree that the Craft Interest constitutes Craft Capital’s full and complete compensation for the Qstak Transaction as defined in the Finder’s Agreement, and no additional compensation shall be payable to Craft Capital in connection with the formation of the JV Entity.

3.3Initial Valuation. The initial agreed valuation of the JV Entity shall be Twenty-Two Million Dollars ($22,000,000) (the “Initial Agreed Valuation”). Such valuation is based upon the Parties’ good-faith assessment of the value of the Licensed Assets and the anticipated revenue-generating capacity thereof. The Initial Agreed Valuation shall be subject to adjustment in accordance with Sections 3.4 and 19.12, including any true-up resulting from the Closing Valuation Report, any per-tranche Series B fair market value valuation, any Agreed Valuer determination, or written advice of tax counsel. The fair market value of the JV Entity as of the Closing, as set forth in the Closing Valuation Report (each as defined in Section 19.2) or, until the Closing Valuation Report is delivered, the Initial Agreed Valuation, shall also establish the Distribution Threshold applicable to the Profits Interest Units under the Operating Agreement.

3.4Valuation Adjustments. From time to time, the fair market value of the JV Entity and the Membership Interests therein may be determined by the Agreed Valuer. The selection of the Agreed Valuer shall require the unanimous consent of all Members. The Agreed Valuer’s determination of fair market value shall be final and binding on the Parties for the purpose for which such valuation is obtained, absent manifest error.

3.5No Withdrawal of Capital. No Member shall have the right to withdraw or demand a return of its capital contribution except as expressly provided in this Agreement or the Operating Agreement.

3.6Craft Interest Issued as a Profits Interest. The following terms apply to the Craft Interest:

(a)Profits Interest. The Craft Interest is issued to Craft Capital in consideration of services rendered to and for the benefit of the JV Entity in anticipation of Craft Capital becoming a Member, and is intended to constitute a “profits interest” within the meaning of Revenue Procedure 93-27, 1993-2 C.B. 343, as clarified by Revenue Procedure 2001-43, 2001-2 C.B. 191. Accordingly, the Profits Interest Units carry no right to share in the proceeds of a hypothetical sale of the JV Entity’s assets at fair market value and liquidation of the JV Entity occurring immediately after their issuance, and shall participate in Capital Proceeds (as defined in the Operating Agreement) only to the extent cumulative Capital Proceeds exceed the Distribution Threshold, with the catch-up and on the other terms set forth in

Section 6.4 of the Operating Agreement, and in distributions upon dissolution in accordance with the Members’ capital accounts as adjusted under Section 6.4 of the Operating Agreement.

(b)Capital Account. Craft Capital’s capital account in respect of the Profits Interest Units shall be zero immediately after their issuance, and the full fair market value of the JV Entity as of the Closing, as set forth in the Closing Valuation Report (or, until it is delivered, the Initial Agreed Valuation), shall be reflected in the capital accounts of the Members other than Craft Capital.

(c)Operating and Tax Distributions. The Profits Interest Units shall participate, pro rata with all other Units in accordance with the Members’ respective Membership Interests, in distributions of net income under Section 8.4 and in all other distributions other than Capital Proceeds and distributions upon dissolution, and Craft Capital shall receive tax distributions under Section 8.5 in respect of the taxable income allocated to it.

(d)Vesting. The Craft Interest is fully vested upon issuance and is not subject to forfeiture or to any condition requiring the performance of future services.

(e)Tax Treatment. The Parties shall, and shall cause the JV Entity to, (i) treat Craft Capital as the owner of the Profits Interest Units from the date of their issuance, with Craft Capital taking into account its distributive share of the JV Entity’s income, gain, loss, deduction and credit from that date; (ii) not claim any deduction or capitalized cost for the value of the Craft Interest upon its issuance, upon vesting or at any later time; (iii) treat the issuance of the Craft Interest as a non-taxable event in accordance with Revenue Procedures 93-27 and 2001-43; and (iv) not take any position on any tax return or in any tax proceeding inconsistent with the foregoing, except as required by a final determination of a taxing authority. Craft Capital may file a protective election under Section 83(b) of the Code with respect to the Craft Interest, and the JV Entity shall cooperate with any such filing.

(f)Two-year Standstill. For the period beginning on the date of issuance of the Profits Interest Units and ending on the second (2nd) anniversary of that date (the “Standstill Period”), (i) SecureTech shall not exercise any buyout, call, or similar right to purchase or acquire the Craft Interest, including under Section 11.5, and (ii) the Craft Interest shall not be subject to the drag-along right under Section 11.4, in each case without Craft Capital’s prior written consent. The Standstill Period shall not apply to (a) a dissolution or winding up of the JV Entity, (b) the termination or expiration of the ELA, (c) a merger or sale of the JV Entity or all or substantially all of its assets that is not initiated by SecureTech, or (d) any transaction to which Craft Capital consents or for which Craft Capital votes in favor. For the avoidance of doubt, this Section 3.6(f) does not affect the Distribution Threshold, catch-up, full vesting, or tax treatment of the Profits Interest Units set forth in this Section 3.6 and the Operating Agreement.

3.7Amendment of Finder’s Agreement. SecureTech and Craft Capital, being the parties to the Finder’s Agreement, hereby amend the Finder’s Agreement, effective as of the Effective Date, so that (a) the “Craft Interest” described in the “Qstak Transaction” section of the Finder’s Agreement is the five percent (5%) Membership Interest consisting of the Profits Interest Units, issued as a profits interest with the Distribution Threshold and on the other terms set forth in Section 3.6 of

this Agreement and in the Operating Agreement, and (b) the references in that section to a five percent (5%) equity ownership interest in the joint venture entity, to the distribution of net income, and to the initial agreed valuation and the Agreed Valuer shall be read consistently with this Agreement and the Operating Agreement. Notwithstanding anything to the contrary in the Finder’s Agreement, no issuance of Series B Preferred Stock, Series A Preferred Stock, common stock upon redemption or conversion thereof, any securities issued pursuant to the Stock Purchase Agreement, or any Membership Interests, Units, or other interests in the JV Entity, in each case in connection with the Qstak Transaction, shall constitute a “Financing Transaction” under the Finder’s Agreement. The Profits Interest Units, including the Distribution Threshold and catch-up provided in the Operating Agreement, are Craft Capital’s sole compensation for the Qstak Transaction. Except as so amended, the Finder’s Agreement remains in full force and effect, and nothing in this Section 3.7 limits Craft Capital’s entitlement to its customary Success Fee, warrant coverage and other compensation under the Finder’s Agreement in connection with any subsequent Financing Transaction (each as defined therein), that is not the Qstack Transaction. This Section 3.7 constitutes a written amendment signed by the parties to the Finder’s Agreement for purposes of the “Miscellaneous” section thereof; SecureTech and Craft Capital may also confirm this amendment in a separate written instrument, which shall be read together with this Section 3.7.

3.8Piranha as Holder of SecureTech’s Membership Interest. SecureTech has designated Piranha, its wholly owned subsidiary, to hold directly the Membership Interest allocated under Section 3.1(a), and Piranha shall be admitted as a Member in respect of that Membership Interest. References in this Agreement and the Operating Agreement to SecureTech as a Member or as the holder of Units or a Membership Interest, including with respect to the appointment of Management Committee representatives, voting and consent rights, capital accounts, allocations, distributions, Transfers, tag-along, drag-along and buyout rights, and the Partnership Representative, shall refer to Piranha. SecureTech shall remain the sole party, issuer and obligor under the ELA, the JV Sublicense, the Stock Purchase Agreement, the Finder’s Agreement and the Series A and Series B Certificates of Designation, including with respect to the License Shares and the SPA Series A Preferred Shares, and Piranha shall have no obligation thereunder. SecureTech’s grant of the JV Sublicense under Section 3.2(a) shall be treated as a contribution by SecureTech to Piranha followed by a contribution by Piranha to the JV Entity and shall be credited to Piranha’s capital account. SecureTech shall cause Piranha to perform its obligations under this Agreement and the Operating Agreement. Any transaction by which Piranha ceases to be a wholly owned subsidiary of SecureTech shall constitute a Transfer subject to Article 11. Notices to Piranha shall be given to SecureTech at its address in Section 18.4.

ARTICLE 4 — CONDITIONS PRECEDENT TO FORMATION

4.1Conditions Precedent. The obligation of the Parties to form the JV Entity and consummate the transactions contemplated hereby is subject to the satisfaction or waiver, on or before November 30, 2026 (the “Outside Date”), of each of the following conditions:

(a)Execution and delivery of the Exclusive Intellectual Property License Agreement between SecureTech (as Licensee) and Qstak (as Licensor) in form and substance satisfactory to each such party.

(b)Execution and delivery of the Stock Purchase Agreement for SecureTech’s acquisition of the fifteen percent (15%) Equity Interest in Qstak.

(c)Adoption and filing of the Series B Certificate of Designation with the Wyoming Secretary of State, board authorization and reservation of the SPA Series A Preferred Shares under the existing Series A Certificate of Designation.

(d)Completion of SecureTech’s due diligence investigation of Qstak and the Licensed Assets, the results of which shall be satisfactory to SecureTech in its reasonable discretion.

(e)Receipt of all regulatory approvals and completion of all filings required in connection with the transactions contemplated by this Agreement and the other Transaction Documents.

(f)Shareholder Approval. If applicable: receipt of approval of the shareholders of SecureTech under Nasdaq Listing Rule 5635 or other applicable OTC rule, in connection with the issuance of License Shares (Series B Preferred) and/or the SPA Series A Preferred Shares, and any applicable change-of-control or voting-power rules.

(g)Approval of the transactions contemplated hereby by the board of directors (or equivalent governing body) of each Party.

4.2Waiver. Any condition precedent set forth in Section 4.1 may be waived in writing by the Party or Parties for whose benefit such condition exists, except that the condition set forth in Section 4.1(e) may not be waived.

4.3Termination for Failure of Conditions. If the conditions precedent set forth in Section 4.1 have not been satisfied or waived on or before the Outside Date, any Party may terminate this Agreement by written notice to the other Parties, whereupon this Agreement shall be of no further force and effect, except that the provisions of Article 17 (Confidentiality) and Article 18 (Miscellaneous) shall survive such termination.

ARTICLE 5 — RELATIONSHIP TO THE EXCLUSIVE INTELLECTUAL PROPERTY LICENSE AGREEMENT

5.1Separate Agreement. The ELA is a separate agreement between SecureTech (as Licensee) and Qstak (as Licensor). Craft Capital is not a party to the ELA and has no rights or obligations thereunder. In any conflict regarding the Licensed Assets, the ELA and the JV Sublicense shall control.

5.2Revenue Flow. All revenue generated from the exploitation of the Licensed Assets by or through the JV Entity under the JV Sublicense, whether arising from sublicensing, product sales, service fees, royalties, or any other source, shall be paid to and recognized by the JV Entity.

5.3Contribution of Sublicense Rights. SecureTech’s contribution consists solely of granting the JV Entity a royalty-free sublicense under the JV Sublicense. SecureTech shall retain all rights under the ELA, and neither the ELA nor any rights under the ELA are contributed, assigned, or transferred to the JV Entity.

5.4Retention of Underlying IP. Qstak retains legal title to the preexisting Qstak intellectual property, subject in all respects to SecureTech’s exclusive rights under the ELA. The JV Entity’s rights with respect to the Licensed Assets derive exclusively from the JV Sublicense, and nothing in this

Agreement shall be construed as a transfer of ownership of the underlying intellectual property from Qstak to the JV Entity or any other Person.

5.5Cross-Default. A material breach of the ELA by either SecureTech or Qstak shall constitute a material breach of this Agreement by the breaching Party. Upon the occurrence of such cross-default, the non-breaching Parties shall have all rights and remedies available under this Agreement, including without limitation the termination rights set forth in Article 15.

5.6License Consideration; No JV Obligation. All license consideration payable or issuable by SecureTech to Qstak under the ELA, including the License Shares, is solely SecureTech’s obligation under the ELA and is not an obligation or expense of the JV Entity. Such license consideration does not alter the Membership Interests, distributions, or capital accounts of the Members.

ARTICLE 6 — CAPITAL CALLS AND ADDITIONAL FUNDING

6.1Voluntary Capital Calls. No Member shall be obligated to fund any capital call issued by the JV Entity. Any capital call shall require the prior approval of the Management Committee in accordance with Article 7 hereof.

6.2Election Not to Fund. If the Management Committee approves a capital call and any Member elects not to fund its pro rata portion thereof (a “Non-Funding Member”), the other Members (the “Funding Members”) may, but shall not be obligated to, fund the Non-Funding Member’s portion of such capital call.

6.3Dilution Adjustment. Any Funding Member that elects to fund the shortfall resulting from a Non-Funding Member’s failure to participate in a capital call shall receive additional units or Membership Interest at a five percent (5%) discount to the then-current fair market value of the JV Entity as determined by the Agreed Valuer. The five percent (5%) discount shall be the single discount applicable under this Agreement and the Operating Agreement, including Section 7.2 of the Operating Agreement. The Non-Funding Member’s Membership Interest shall be diluted accordingly.

6.4Illustrative Example. By way of illustration and not limitation: if the JV Entity issues a capital call of $100,000 and Craft Capital’s pro rata share is $5,000 (5%), and Craft Capital elects not to fund, the Funding Members may fund the $5,000 shortfall and receive additional Membership Interest, reducing Craft Capital’s interest from approximately 5.0% to approximately 4.8%, depending on the then-current stated valuation.

6.5Member Expenses. Each Member shall bear its own costs and expenses incurred in connection with the JV Entity and the transactions contemplated by this Agreement. No Member shall be entitled to reimbursement from the JV Entity or any other Member for any such expenses absent the unanimous written consent of all Members.

ARTICLE 7 — MANAGEMENT AND GOVERNANCE

7.1Management Committee. The business and affairs of the JV Entity shall be managed by a Management Committee composed of three (3) representatives, appointed as follows:

(a)SecureTech shall be entitled to appoint two (2) representatives to the Management Committee.

(b)Qstak shall be entitled to appoint one (1) representative to the Management Committee.

(c)Craft Capital shall have no right to appoint a representative to the Management Committee; provided, however, that Craft Capital shall have (i) information rights, including the right to receive all financial statements, reports, and other information provided to the other Members; and (ii) the right to designate a non-voting observer to attend all meetings of the Management Committee.

7.2Actions Requiring Unanimous Consent. The following actions shall require the unanimous written consent of all Members:

(a)Admission of any new Member to the JV Entity;

(b)Amendment or modification of the Operating Agreement;

(c)Dissolution, winding up, or liquidation of the JV Entity;

(d)Creation, incurrence, or assumption of any lien, mortgage, pledge, or encumbrance on any assets of the JV Entity outside the ordinary course of business;

(e)Approval of the pricing and material terms of any transaction between the JV Entity and any Member or Affiliate of a Member (a “Related Party Transaction”);

(f)Approval of any capital call in an aggregate amount exceeding $100,000; and

(g)Entry into or assumption of any indebtedness or guarantee in an aggregate amount exceeding $100,000.

7.3Management Committee Majority Decisions. The following actions shall require the affirmative vote of a majority of the Management Committee representatives:

(a)Approval of the annual operating budget of the JV Entity;

(b)Hiring, termination, or determination of compensation of any key employee or consultant of the JV Entity; and

(c)Capital expenditures in excess of $250,000 in any fiscal year.

7.4Craft Capital Consent Rights. Notwithstanding Craft Capital’s absence of voting rights on management decisions, no action shall be taken by the Management Committee or the Members that would (a) dilute the Craft Interest other than in accordance with Article 6 hereof, or (b) amend, modify, or waive any provision of this Agreement or the Operating Agreement that adversely affects Craft Capital’s economic rights, without the prior written consent of Craft Capital.

7.5Officers. The Management Committee may appoint such officers of the JV Entity as it deems necessary or appropriate to carry out the day-to-day business of the JV Entity, with such titles, authorities, and responsibilities as the Management Committee shall determine.

7.6Control; Consolidation. The Parties intend that SecureTech shall control the JV Entity and consolidate it for financial reporting purposes. Except for the matters expressly set forth in Sections 7.2 and 7.4, which are intended to be protective rights only, all decisions regarding the business

and affairs of the JV Entity, including its operating and capital budgets, business plan, pricing, the selection, termination and compensation of its officers, employees and key consultants, and the incurrence of indebtedness in the ordinary course of business, shall be made by the Management Committee acting by majority vote, and no Member other than SecureTech shall have any right, alone or with any other Member, to approve, veto, or block any such decision. No Member shall have any right to require the JV Entity, SecureTech, or any of their Affiliates to purchase, redeem, or otherwise acquire all or any part of its Membership Interest. If any provision of this Agreement or the Operating Agreement would confer on Qstak or Craft Capital a substantive participating right that would preclude SecureTech from consolidating the JV Entity under U.S. generally accepted accounting principles, such provision shall be construed as a protective right only, and the Parties shall promptly execute such amendments as are reasonably necessary to give effect to this Section 7.6 while preserving each Member’s economic rights.

ARTICLE 8 — DISTRIBUTIONS AND REVENUE ALLOCATION

8.1Revenue Collection. All revenue generated from the exploitation of the Licensed Assets by or through the JV Entity under the JV Sublicense shall be paid to and collected by the JV Entity.

8.2Operating Expenses. Ordinary and necessary operating expenses of the JV Entity shall be deducted from gross revenue prior to any distribution to the Members.

8.3No Preferential Payments. No management fees, salaries, consulting fees, or other preferential payments shall be made to any Member (or any Affiliate thereof) by virtue of such Member’s equity ownership in the JV Entity alone, other than as provided in Section 6.4 of the Operating Agreement with respect to Capital Proceeds. Compensation for services actually rendered to the JV Entity by a Member or its Affiliates shall be subject to approval as a Related Party Transaction under Section 7.2(e).

8.4Net Income Distributions. Net income of the JV Entity (after deduction of operating expenses, reserves, and tax distributions) shall be distributed to the Members pro rata in accordance with their respective Membership Interests. Distributions shall be made monthly as determined by the Management Committee, and in no event less frequently than quarterly. Capital Proceeds (as defined in the Operating Agreement) are not distributions of net income under this Section 8.4 and shall be distributed in accordance with Section 6.4 of the Operating Agreement, including the Distribution Threshold and catch-up applicable to the Profits Interest Units.

8.5Tax Distributions. To the extent the JV Entity generates taxable income allocable to the Members, the JV Entity shall make tax distributions to each Member in an amount sufficient to cover such Member’s estimated federal and state income tax liability attributable to its allocable share of the JV Entity’s taxable income, calculated at the highest combined marginal individual or corporate income tax rate then in effect for the relevant jurisdiction. The JV Entity shall verify the applicable rate at least annually and upon any material change in law or a Member’s status, and shall make a prompt true-up after the applicable tax returns are prepared. Any under-distribution shall be paid with the next available distribution, and any over-distribution shall be treated as an advance against future distributions, in each case subject to applicable law and the Operating Agreement.

8.6Withholding. The JV Entity shall be entitled to withhold from any distribution any amounts required to be withheld under applicable law. Any amounts so withheld shall be treated as having been distributed to the applicable Member for purposes of this Article 8.

ARTICLE 9 — NON-COMPETITION AND EXCLUSIVITY

9.1Qstak Non-Competition. During the term of this Agreement, Qstak shall not, directly or indirectly, license, sublicense, sell, assign, transfer, or otherwise exploit the Licensed Assets, or any portion thereof, outside of the JV Entity, or enter into any agreement, arrangement, or understanding with any third party that would compete with, diminish, or impair SecureTech’s exclusive rights under the ELA or the JV Entity’s rights under the JV Sublicense. For the avoidance of doubt, nothing in this Agreement shall restrict, limit, or otherwise affect SecureTech’s rights under the ELA.

9.2SecureTech Right of First Refusal. During the term of this Agreement, SecureTech shall not develop, acquire, or invest in any technology or business that would directly compete with the JV Entity’s business as then conducted, without first offering the JV Entity a right of first refusal to acquire, license, or invest in such technology or business on the same terms offered to or by such third party. If the JV Entity does not exercise such right within thirty (30) days of notice, SecureTech shall be free to proceed with such transaction.

9.3Craft Capital Acknowledgment. The Parties acknowledge that the non-competition covenants set forth in this Article 9 shall not restrict Craft Capital’s other investment banking, advisory, or brokerage activities, including activities involving companies that may compete with the JV Entity, provided that Craft Capital shall not use Confidential Information of the JV Entity in connection with any such activities.

ARTICLE 10 — INTELLECTUAL PROPERTY

10.1Ownership of Underlying IP. Qstak retains legal title to the preexisting Qstak intellectual property, subject in all respects to SecureTech’s exclusive rights under the ELA. Nothing in this Agreement shall be construed as a transfer of ownership of any intellectual property from Qstak to the JV Entity, SecureTech, or any other Person, except as expressly provided in the ELA.

10.2JV Entity’s Rights. The JV Entity’s rights to use, exploit, and derive revenue from the Licensed Assets are derived exclusively from the JV Sublicense. The JV Entity shall have no independent intellectual property rights in the Licensed Assets apart from those granted under the JV Sublicense.

10.3JV-Developed IP. Any intellectual property, technology, software, inventions, or other proprietary materials developed by or on behalf of the JV Entity in the course of its operations (“JV-Developed IP”) shall be owned and allocated in accordance with Sections 2.2 and 2.3 of the JV Sublicense. Any modification, derivative work, configuration, integration, enhancement, update, adaptation, extension, or improvement to or of Sublicensed IP shall be owned exclusively by SecureTech in accordance with Section 2.2 of the JV Sublicense. Any Standalone JV Technology shall be owned as provided in the JV Entity’s governing documents in accordance with Section 2.3 of the JV Sublicense. The JV Entity shall execute, and shall cause its employees, contractors, and agents to execute, all assignments and other instruments necessary to give effect to this Section.

10.4Reversion on Termination. Upon termination of this Agreement or dissolution of the JV Entity, Qstak’s legal title to its preexisting intellectual property shall remain subject to SecureTech’s surviving rights under the ELA, and any continuing rights of the JV Entity shall be governed by the JV Sublicense. Termination of this Agreement does not terminate or otherwise affect the ELA. The disposition of JV-Developed IP upon termination shall be governed by Sections 2.2 and 2.3 of the JV Sublicense and the JV Entity’s governing documents.

10.5Assignment of Necessary Rights. Each Party shall assign, license, or otherwise make available to the JV Entity any intellectual property rights owned or controlled by such Party that are reasonably necessary to carry out the JV Entity’s purpose as set forth in Section 2.4, subject to any limitations or conditions set forth in the ELA or otherwise agreed by the Parties.

ARTICLE 11 — TRANSFER RESTRICTIONS AND BUY-SELL

11.1Restriction on Transfer. No Member may sell, assign, transfer, pledge, encumber, or otherwise dispose of all or any portion of its Membership Interest (a “Transfer”) without the prior written consent of all other Members, except for a Transfer to an Affiliate of such Member, provided that such Affiliate agrees in writing to be bound by all terms and conditions of this Agreement and the Operating Agreement.

11.2Right of First Refusal. If any Member (the “Offering Member”) receives a bona fide, arm’s-length offer from any third party to purchase all or any portion of the Offering Member’s Membership Interest (a “Third-Party Offer”), the Offering Member shall promptly deliver written notice to the other Members (the “ROFR Notice”), together with a copy of the Third-Party Offer. The other Members shall have thirty (30) days from receipt of the ROFR Notice to elect, individually or collectively, to purchase the offered Membership Interest on the same terms and conditions as the Third-Party Offer. If the other Members do not exercise such right within the thirty (30)-day period, the Offering Member may consummate the Transfer to the third party on terms no more favorable to such third party than those set forth in the Third-Party Offer, subject to the provisions of Section 11.1.

11.3Tag-Along Rights. If SecureTech or Qstak (in either case, the “Selling Member”) proposes to Transfer a majority of its Membership Interest to a third party (other than an Affiliate), each other Member shall have the right (but not the obligation) to participate in such Transfer on the same terms and conditions as the Selling Member, pro rata in proportion to its Membership Interest. The Selling Member shall provide written notice to the other Members not less than thirty (30) days prior to the proposed closing of such Transfer. The purchase price allocable to any Profits Interest Units included in a Transfer under this Section 11.3 shall give effect to the Distribution Threshold as provided in Section 6.4 of the Operating Agreement.

11.4Drag-Along Rights. If SecureTech and Qstak jointly agree to sell the JV Entity or all or substantially all of its assets to a bona fide third-party purchaser, SecureTech and Qstak shall have the right to require Craft Capital to participate in such sale and to Transfer its Membership Interest on the same terms and conditions as SecureTech and Qstak, provided that (i) the aggregate consideration shall be allocated among the Members in the manner in which it would be distributed under Section 6.4 of the Operating Agreement if the JV Entity had sold all of its assets for such consideration and distributed the net proceeds in liquidation, and (ii) Craft Capital shall receive

consideration in the same form as, and on terms no less favorable than, those received by the other Members. Notwithstanding the foregoing, Craft Capital shall not be required to participate in a sale under this Section during the Standstill Period described in Section 3.6(f), except to the extent an exception set forth in Section 3.6(f) applies.

11.5Craft Capital Buyout. Craft Capital agrees to consider in good faith any reasonable offer by SecureTech to purchase the Craft Interest at a price supported by the Agreed Valuer’s determination of the fair market value of the Craft Interest, determined giving effect to the Distribution Threshold and the catch-up under Section 6.4 of the Operating Agreement. Any such pricing shall take into account the buyer’s anticipated tax basis step-up and related amortization benefits, as well as the character and timing of income recognized by the selling Member, including any ordinary-income character under Section 751 or other applicable law. The Parties acknowledge SecureTech’s stated intent to eventually consolidate the JV Entity under its corporate umbrella, SecureTech shall not exercise its buyout right under this Section during the Standstill Period described in Section 3.6(f), except to the extent an exception set forth therein applies, and Craft Capital shall not unreasonably withhold its consent to a buyout offer at Agreed Valuer pricing.

11.6Qstak Buyout. Any offer by SecureTech to purchase Qstak’s Membership Interest shall likewise be at a price supported by the Agreed Valuer’s determination of fair market value. Qstak shall have no obligation to accept any such offer, but shall negotiate in good faith with SecureTech regarding the terms of any proposed buyout.

11.7Prohibited Transfers. Any attempted Transfer in violation of this Article 11 shall be null and void and of no force or effect, and the JV Entity shall not recognize or give effect to any such Transfer on its books and records.

ARTICLE 12 — DEADLOCK RESOLUTION

12.1Senior Officer Negotiation. If the Management Committee reaches a deadlock on any matter requiring super-majority or unanimous consent under Article 7 (a “Deadlock”), the Parties shall first attempt to resolve such Deadlock through good-faith negotiation between senior officers of each Party (at the level of Chief Executive Officer or equivalent) for a period of thirty (30) days following written notice of the Deadlock.

12.2Mediation. If the Deadlock is not resolved through senior officer negotiation within the thirty (30)-day period, any Party may refer the Deadlock to non-binding mediation administered by the American Arbitration Association (“AAA”) / JAMS in Miami, FL, in accordance with its then-applicable mediation rules. The mediation shall be conducted for a period not to exceed sixty (60) days from the date of referral.

12.3Binding Arbitration. If the Deadlock remains unresolved following mediation, the matter shall be resolved by binding arbitration in accordance with Article 16 hereof.

12.4Status Quo. If a Deadlock is not resolved under Sections 12.1 through 12.3, the action that is the subject of the Deadlock shall not be taken, and the JV Entity shall continue to operate in the ordinary course under the direction of the Management Committee in accordance with Section 7.6. No Deadlock shall give any Member the right to require any other Member, SecureTech, or the JV Entity to purchase or sell any Membership Interest, or to cause the dissolution of the JV Entity.

ARTICLE 13 — REPRESENTATIONS AND WARRANTIES

13.1Mutual Representations. Each Party represents and warrants to the other Parties, as of the Effective Date, that:

(a)Such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;

(b)Such Party has all requisite corporate, limited liability company, or other organizational power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder;

(c)The execution, delivery, and performance of this Agreement and the other Transaction Documents to which such Party is a party have been duly authorized by all necessary corporate, limited liability company, or other organizational action;

(d)This Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors’ rights generally and to general principles of equity;

(e)The execution, delivery, and performance of this Agreement does not and will not (i) violate such Party’s organizational documents, (ii) violate any applicable law, rule, regulation, or order, or (iii) conflict with, result in a breach of, or constitute a default under any material agreement to which such Party is a party.

13.2Additional Representations of Qstak. Qstak further represents and warrants to the other Parties that:

(a)Qstak owns or controls the Licensed Assets free and clear of all liens, encumbrances, claims, and restrictions, other than as disclosed in writing to SecureTech prior to the Effective Date;

(b)Qstak has the full right, power, and authority to grant the exclusive license contemplated by the ELA and to contribute its know-how and technical support as contemplated by this Agreement;

(c)To Qstak’s knowledge, the Licensed Assets do not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party; and

(d)There are no pending or, to Qstak’s knowledge, threatened claims, actions, or proceedings relating to the Licensed Assets.

13.3Additional Representations of SecureTech. SecureTech further represents and warrants to the other Parties that:

(a)SecureTech has all requisite corporate power and authority to issue the License Shares (Series B Preferred) and the SPA Series A Preferred Shares issuable as consideration for the Equity Interest pursuant to the Stock Purchase Agreement, in accordance with the ELA, the Stock Purchase Agreement, and the Series A and Series B Certificates of Designation;

(b)The License Shares (Series B Preferred) and the SPA Series A Preferred Shares, when issued in accordance with the Transaction Documents, will be duly authorized, validly issued, fully paid, and nonassessable;

(c)SecureTech is in material compliance with all applicable federal and state securities laws and the rules of its principal trading market; and

(d)SecureTech’s periodic reports filed with the U.S. Securities and Exchange Commission do not contain any material misstatement or omission.

13.4Additional Representations of Craft Capital. Craft Capital further represents and warrants to the other Parties that:

(a)Craft Capital is duly registered with the Financial Industry Regulatory Authority (“FINRA”) as a broker-dealer and is in good standing with the U.S. Securities and Exchange Commission and FINRA;

(b)The Craft Interest constitutes the full and complete compensation payable to Craft Capital for the Qstak Transaction (as defined in the Finder’s Agreement), and no additional compensation is due or owing to Craft Capital in connection with the formation of the JV Entity or the transactions contemplated hereby; and

(c)Craft Capital has disclosed to the other Parties all material conflicts of interest, if any, arising from its role as investment banker, finder, and Member of the JV Entity.

ARTICLE 14 — INDEMNIFICATION

14.1General Indemnification. Each Party (an “Indemnifying Party”) shall indemnify, defend, and hold harmless each other Party and its respective Affiliates, officers, directors, managers, members, employees, agents, successors, and assigns (collectively, “Indemnified Parties”) from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising out of, relating to, or resulting from any breach of any representation, warranty, covenant, or agreement of the Indemnifying Party contained in this Agreement.

14.2Baskets and Caps. No Indemnifying Party shall be liable for Losses under Section 14.1 unless and until the aggregate amount of Losses exceeds One Hundred Thousand Dollars ($100,000) (the “Basket”), in which event the Indemnifying Party shall be liable for all Losses from the first dollar. In no event shall any Indemnifying Party’s aggregate liability under this Article 14 exceed One Million Dollars ($1,000,000) (the “Cap”), provided that such limitation shall not apply to Losses arising from fraud, willful misconduct, or breaches of the fundamental representations set forth in Sections 13.1(a)–(c).

14.3Survival of Representations. The representations and warranties set forth in Article 13 shall survive the Effective Date for a period of twenty-four (24) months; provided that (a) the fundamental representations set forth in Sections 13.1(a)–(c) shall survive until the third (3rd) anniversary of the Effective Date, (b) the representations and warranties relating to intellectual property (Section 13.2) shall survive until sixty (60) days after the expiration of the applicable statute of limitations, and (c) the tax representations, covenants, filing obligations, and indemnities

set forth in Article 19 shall survive until sixty (60) days after the expiration of the applicable statute of limitations.

14.4Special Indemnity - IP Infringement. Qstak shall indemnify, defend, and hold harmless the other Parties and the JV Entity from and against any and all Losses arising out of or relating to any third-party claim that the Licensed Assets, or the use thereof in the manner contemplated by the ELA, infringe, misappropriate, or otherwise violate the intellectual property rights of any third party.

14.5Special Indemnity - Securities Law. SecureTech shall indemnify, defend, and hold harmless the other Parties from and against any and all Losses arising out of or relating to any claim of violation of applicable securities laws in connection with the issuance of the License Shares (Series B Preferred) or the SPA Series A Preferred Shares issuable as consideration for the Equity Interest pursuant to the Stock Purchase Agreement, including without limitation any claim arising from (a) the failure to register such securities when registration is required, (b) the failure to comply with any applicable exemption from registration, or (c) any material misstatement or omission in SecureTech’s public filings.

14.6Procedures. An Indemnified Party seeking indemnification for a third-party claim shall give the Indemnifying Party prompt written notice of the claim; provided, however, that failure to give prompt notice shall relieve the Indemnifying Party of its obligations only to the extent materially prejudiced by such failure. The Indemnifying Party may assume control of the defense of the claim with counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party may participate in the defense with counsel of its choice at its own expense. The Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed, unless the settlement (a) provides a full release of the Indemnified Party from all liability relating to the claim, (b) involves only the payment of money by the Indemnifying Party, and (c) imposes no admission of wrongdoing or other non-monetary obligation on the Indemnified Party.

ARTICLE 15 — TERM AND TERMINATION

15.1Term. This Agreement shall become effective on the Effective Date and shall continue in full force and effect until the JV Entity is dissolved or this Agreement is terminated pursuant to Section 4.3 or Section 15.2.

15.2Termination Events. This Agreement and the JV Entity may be terminated upon the occurrence of any of the following events:

(a)Mutual Agreement. The unanimous written agreement of all Members to dissolve the JV Entity and terminate this Agreement;

(b)Material Breach. A material breach of this Agreement by any Party that remains uncured for sixty (60) days after written notice thereof from the non-breaching Party or Parties;

(c)Bankruptcy or Insolvency. The filing of a voluntary petition in bankruptcy by any Party, the entry of an order for relief against any Party in an involuntary bankruptcy proceeding that is not dismissed within ninety (90) days, or the making by any Party of a general assignment for the benefit of creditors;

(d)Termination of the ELA or JV Sublicense. The termination or expiration of either the ELA or the JV Sublicense, provided that such termination shall trigger a wind-down period of ninety (90) days during which the JV Entity shall complete any pending transactions, collect outstanding receivables, and discharge its liabilities in an orderly manner; and

15.3Wind-Down. Upon the occurrence of a termination event, the JV Entity shall wind down its affairs in accordance with the Operating Agreement and applicable provisions of the Act. The Management Committee shall oversee the wind-down process, which shall include (a) the collection of all outstanding accounts receivable, (b) the payment of all debts and liabilities of the JV Entity, (c) the distribution of remaining assets to the Members in accordance with their positive capital account balances under the Operating Agreement (determined after the allocations required by Section 6.4 of the Operating Agreement and giving effect to Section 3.6 of this Agreement and the corresponding profits-interest provisions of the Operating Agreement), and (d) the filing of a certificate of cancellation with the Wyoming Department of State.

15.4Survival. The following provisions shall survive the termination or expiration of this Agreement: Article 1 (Definitions), Sections 3.6 and 3.7, Article 10 (Intellectual Property), Article 13 (Representations and Warranties, subject to Section 14.3), Article 14 (Indemnification), Article 16 (Dispute Resolution), Article 17 (Confidentiality, for a period of three (3) years following termination), Article 18 (Miscellaneous), Article 19 (Tax Matters), and the non-competition covenants set forth in Article 9 (for a period of two (2) years following termination).

ARTICLE 16 — DISPUTE RESOLUTION

16.1Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

16.2Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (a “Dispute”), that is not resolved through the procedures set forth in Article 12 hereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) / JAMS in Miami, FL, in accordance with its then-applicable Commercial Arbitration Rules. The arbitration shall be conducted before a panel of three (3) arbitrators, one selected by each of SecureTech, Qstak and Craft Capital. The arbitrator(s) shall have the authority to award any remedy available at law or in equity, including specific performance. Judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

16.3FINRA Arbitration. Notwithstanding Section 16.2, any dispute arising solely between SecureTech and Craft Capital under the Finder’s Agreement, including any dispute regarding Craft Capital’s compensation rights thereunder, shall be resolved by binding arbitration before FINRA in Nassau County, New York, in accordance with FINRA’s then-applicable arbitration rules. Any dispute involving Qstak or the JV Entity, or any dispute not arising under the Finder’s Agreement, shall be resolved in accordance with Section 16.2.

16.4Injunctive Relief. Notwithstanding the foregoing, any Party may seek temporary, preliminary, or permanent injunctive relief or other equitable remedies in any court of competent jurisdiction for

any actual or threatened breach of the confidentiality obligations set forth in Article 17, the non-competition covenants set forth in Article 9, or the intellectual property provisions set forth in Article 10, without the necessity of posting a bond or other security and without proving actual damages.

16.5Attorneys’ Fees. In any Dispute, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing Party.

ARTICLE 17 — CONFIDENTIALITY

17.1Confidential Information. Each Party acknowledges that, in connection with this Agreement and the JV Entity, it may receive or have access to confidential and proprietary information of the JV Entity and the other Parties, including without limitation business plans, financial information, customer lists, trade secrets, technology, and other non-public information (collectively, “Confidential Information”).

17.2Non-Disclosure. Each Party shall (a) maintain the confidentiality of all Confidential Information, (b) not disclose any Confidential Information to any third party without the prior written consent of the disclosing Party, and (c) use the Confidential Information solely for the purposes contemplated by this Agreement and the Operating Agreement.

17.3Exceptions. The obligations set forth in Section 17.2 shall not apply to information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was in the possession of the receiving Party prior to disclosure by the disclosing Party, as evidenced by contemporaneous records; (c) is independently developed by the receiving Party without use of or reference to the Confidential Information; or (d) is disclosed pursuant to a legal requirement, regulatory request, or legal process, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement and cooperates with the disclosing Party in seeking a protective order or other appropriate remedy.

17.4Securities Law Disclosures. Notwithstanding anything to the contrary in this Article 17, SecureTech may disclose Confidential Information to the extent required by applicable federal or state securities laws, including without limitation in periodic reports, proxy statements, registration statements, or current reports filed with the U.S. Securities and Exchange Commission; provided that SecureTech shall use commercially reasonable efforts to provide the other Parties with reasonable advance notice of any such disclosure and to limit the scope of such disclosure to the extent permitted by law.

17.5Survival. The obligations of the Parties under this Article 17 shall survive the termination or expiration of this Agreement for a period of three (3) years.

ARTICLE 18 — MISCELLANEOUS

18.1Entire Agreement. This Agreement, together with the other Transaction Documents (namely, the ELA, the JV Sublicense, the Operating Agreement, the Stock Purchase Agreement, the Series A and Series B Certificates of Designation, the Services Agreement, and the Finder’s Agreement), constitutes the entire agreement among the Parties with respect to the subject matter hereof and

supersedes all prior negotiations, representations, warranties, commitments, offers, agreements, and understandings, whether oral or written, relating to such subject matter.

18.2Amendments. This Agreement may not be amended, supplemented, or modified except by a written instrument executed by all Parties.

18.3Assignment. No Party may assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other Parties, except in connection with a Transfer of Membership Interest permitted under Article 11 hereof. Any purported assignment in violation of this Section shall be null and void.

18.4Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given (a) when delivered personally, (b) on the first business day after being sent by nationally recognized overnight courier, (c) on the third business day after being deposited in the United States mail, first class, registered or certified, return receipt requested, postage prepaid, or (d) when sent by email (with confirmation of receipt), in each case addressed to the applicable Party at the address set forth below or at such other address as such Party may designate by written notice to the other Parties:

If to SecureTech:

SecureTech Innovations, Inc.

2355 Highway 36 West, Suite 400

Roseville, MN 55113

Attention: J. Scott Sitra

Email: ssitra@securetechinnovations.com

If to Qstak:

Qstak Holding, LLC

3101 Highway 421, Suite A

Bristol, TN 37620

Attention: Ricky Weiner

Email: rcw@qstakchain.com

If to Craft Capital:

Craft Capital Management LLC

377 Oak Street, Suite 4

Garden City, NY 11530

Attention: Mackey McFarlane

Email: mmcfarlane@craftcm.com

18.5Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never

been contained herein. The Parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the original provision.

18.6Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or .PDF transmission), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

18.7No Third-Party Beneficiaries. 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.

18.8Waiver. No waiver by any Party of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default, nor shall any waiver be implied from any course of dealing between the Parties. No extension of time for performance of any obligation or act shall be deemed an extension of time for performance of any other obligation or act.

18.9Expenses. Except as otherwise expressly provided in this Agreement, each Party shall bear its own costs and expenses (including legal, accounting, and advisory fees) incurred in connection with the negotiation, preparation, execution, and performance of this Agreement and the other Transaction Documents.

18.10Further Assurances. Each Party shall execute and deliver such additional documents, instruments, and agreements, and take such additional actions, as may be reasonably necessary or appropriate to effectuate the purposes of this Agreement.

ARTICLE 19 — TAX MATTERS

19.1Tax Classification and Coordination. The Parties intend that the JV Entity shall be classified as a partnership for U.S. federal income tax purposes and shall cause the Operating Agreement and the other Transaction Documents to be administered consistently with that intent, except as otherwise required by applicable law. The Parties shall coordinate tax positions, filings, elections, and information requests through the JV Entity and its tax advisers, and this Article shall govern tax matters in accordance with Sections 2.6 and 19.13, subject to the Operating Agreement’s provisions governing internal LLC mechanics, as amended from time to time.

19.2Closing Valuation and Bring-Downs. “Closing” means the consummation of the formation of the JV Entity and the transactions contemplated by the Transaction Documents, and “Closing Valuation Report” means the valuation report prepared for that consummation, which shall state expressly the fair market value of the JV Entity’s equity as of the Closing for purposes of establishing the Distribution Threshold applicable to the Profits Interest Units. The Parties shall obtain a Closing Valuation Report and an independent valuation by the Agreed Valuer of each tranche of Series B Preferred Stock at the time it is issued. The Agreed Valuer shall deliver a bring-down valuation for each tranche within thirty (30) days after its issuance. If the fair market value of any tranche, or the aggregate fair market value of the License Shares, differs from the $22,000,000 aggregate Stated Value, SecureTech and Qstak shall implement the true-up required

by Section 19.12, limited to adjustments to records, book capital accounts, tax basis, and tax and financial reporting, subject to Section 19.12, and without changing the Series B consideration. Each Party shall report the Series B consideration and related items consistently with the final applicable valuation, except to the extent a different position is required by law and the other Parties are given reasonable notice.

19.3Allocation of Consideration and Assets. At or promptly after the Closing, and after each true-up under Section 19.12, the purchase price and other consideration reflected in the Transaction Documents, including the Series B Preferred Stock, the value of the Series A Preferred Stock issued under the Stock Purchase Agreement, and the Members’ contributions to the JV Entity, shall be allocated among the Licensed Assets, the JV Sublicense, know-how, Standalone JV Technology, goodwill, and other Section 197 intangibles in accordance with Sections 1060, 755, and 704(c) of the Code and the applicable Treasury Regulations. The Agreed Valuer shall prepare the initial allocation within ninety (90) days after the Closing, and the Parties shall have fifteen (15) business days to submit a written objection identifying any specific error. The Agreed Valuer shall resolve any objection, and its determination shall be final and binding absent manifest error. Each true-up shall be reflected in a revised or supplemental allocation, including the applicable 704(c) layers, and the Parties shall use the final allocation and each supplemental allocation for Form 8594, Form 8308, and all applicable tax returns, statements, and reports, and shall make any supplemental or amended filings required by applicable law. The Parties shall not take an inconsistent position except as required by law.

19.4Separate Services Agreement and Transaction Steps. Qstak’s technical, development, support, and other services for the JV Entity shall be provided under the Services Agreement on arm’s-length terms, with separately stated scope, deliverables, compensation, payment terms, and withholding provisions. The Parties shall distinguish Qstak’s know-how and other property from services for purposes of Sections 83 and 707(a)(2)(A) of the Code and shall not treat service compensation as consideration for contributed property or vice versa. The ELA, the Series B license consideration, and the Members’ contributions to the JV Entity shall be documented and reported as separate steps and shall not be combined or recharacterized as a disguised sale except as required by applicable law, and any changes required by Section 19.12 shall be implemented in the Services Agreement and the other applicable Transaction Documents. The Craft Interest is a profits interest issued for services and shall be treated as provided in Section 3.6.

19.5Funding Discounts and Book-Ups. The single funding discount applicable to a Funding Member receiving additional Units or Membership Interests shall be the five percent (5%) discount specified in Section 6.3, and the Parties shall cause Section 7.2 of the Operating Agreement to conform to that single rate. Each issuance of Units or Membership Interests, including an issuance following a capital call or other dilution event, shall be accompanied by any book-up of the JV Entity’s property and corresponding capital-account adjustments required under Section 704(b) of the Code and the applicable Treasury Regulations, including the maintenance of appropriate Section 704(c) layers.

19.6Tax Distribution Verification and True-Up. The JV Entity shall verify the tax rate used for tax distributions under Section 8.5 at least annually and upon a material change in applicable law,

jurisdiction, or Member tax status. Following preparation of the applicable tax returns, the JV Entity shall calculate a true-up for each Member, pay any under-distribution with the next available distribution, and credit any over-distribution against future distributions, in each case subject to applicable law and the Operating Agreement.

19.7Section 704(c), Section 754, and Section 751. The JV Entity shall use the remedial method under Section 704(c) of the Code for allocations relating to contributed property, unless the Parties agree in writing to a method permitted by applicable law that is no less protective of the Members. Any Section 754 election that is mandatory under applicable law, and any Section 754 election requested by a transferee, shall be made without Reserved Matter Approval under the Operating Agreement; the requesting transferee shall bear the reasonable incremental costs of the request, and the JV Entity and the Members shall share reasonably requested information. The Parties shall comply with Section 751, including identifying applicable hot assets, providing seller statements, and filing Form 8308 when required.

19.8Tax Treatment of Buyouts. Any price determined under Section 11.5 shall take into account the purchaser’s anticipated Section 743(b) or other tax basis step-up and related amortization or depreciation benefits, the seller’s anticipated tax liability, and the character and timing of the seller’s income, including ordinary-income treatment under Section 751 and applicable recapture rules. The Parties shall provide the Agreed Valuer with the information reasonably necessary to reflect those items in the applicable valuation. Any price determined under Section 11.3, 11.4 or 11.5 for the Craft Interest shall also give effect to the Distribution Threshold and the catch-up under Section 6.4 of the Operating Agreement.

19.9Tax Representations, Covenants, and Indemnity. Each Party represents that it has provided, and shall continue to provide, accurate tax information reasonably required for the transactions contemplated hereby. The Parties covenant to preserve the intended partnership classification of the JV Entity, comply with applicable withholding requirements, furnish valid tax forms and certifications, cooperate in tax filings and examinations, and report the transactions consistently with this Agreement, the Operating Agreement, the ELA, the Stock Purchase Agreement, and the final valuation and allocation determinations. Each Party shall indemnify the JV Entity and the other Parties for Losses, including taxes, interest, penalties, and reasonable professional fees, resulting from that Party’s material breach of this Article or from taxes, withholding, or reporting failures attributable to that Party or its contributed property. These obligations shall survive as provided in Section 14.3.

19.10Partnership Representative and BBA Elections. The Partnership Representative shall be designated and shall act in accordance with Section 11.3 of the Operating Agreement. The Partnership Representative shall keep the Members reasonably informed of material tax proceedings, elections, adjustments, and settlements and shall consider in good faith a Member’s reasonable request that the JV Entity make a push-out election under the centralized partnership audit regime, to the extent permitted by law and consistent with the JV Entity’s interests.

19.11State Tax, Debt, R&D, and Section 382 Cooperation. After the jurisdiction and principal place of business of the JV Entity are established, the Parties shall cooperate in determining state and local tax nexus, apportionment, filing, and withholding obligations. Any advance or loan by a Member to the JV Entity shall be documented and administered as bona fide debt, with commercially reasonable terms and market interest, taking into account Sections 482 and 7872 of the Code and the Operating Agreement. The Parties shall cooperate in determining the appropriate treatment of development and research costs under Section 174 and any successor or related provision, and in evaluating and preserving SecureTech’s tax attributes and any required cooperation under Section 382.

19.12True-Up and Pricing Modifications. If any Closing Valuation Report, per-tranche fair market value valuation of Series B Preferred Stock, determination of the Agreed Valuer, or written advice of the Parties’ tax counsel, including advice reflecting the applicable tax memorandum, shows that the value of the Licensed Assets, the JV Sublicense, the Series B Preferred Stock, the Series B consideration, the Series A Preferred Stock, or any related transaction differs from the Initial Agreed Valuation or the applicable Series B Stated Value, the Parties shall, in good faith and in accordance with applicable law, calculate and implement a true-up. The true-up shall be limited to adjustments of the Members’ book capital accounts (other than in respect of the Profits Interest Units), tax basis schedules, the allocations under Section 19.3, and related tax and financial reporting, and shall not under any circumstances (i) change the number, Stated Value, terms, or timing of the License Shares or any Series B tranche, (ii) change the Purchase Price or the number of SPA Series A Preferred Shares under the Stock Purchase Agreement, (iii) change the number or allocation of Units or Membership Interests, or (iv) require any payment of cash or any issuance or cancellation of shares, Units, or other securities. The consideration under the ELA and the Stock Purchase Agreement is fixed and is governed exclusively by those agreements and the Series B Certificate of Designation. SecureTech and Qstak shall deliver a written preliminary calculation within ten (10) business days after receiving the applicable report, valuation, determination, or advice, shall resolve it in good faith within fifteen (15) business days thereafter, and shall implement the agreed adjustment and execute any necessary amendment or instrument within thirty (30) days after the calculation is agreed or finally determined. A true-up shall be performed annually within sixty (60) days after each fiscal year-end, and again within thirty (30) days after issuance of the last Series B tranche, and shall continue through the last tranche and until all related valuation, allocation, tax, and pricing items have been finally determined. The Parties shall negotiate in good faith and execute amendments to this Agreement, the ELA, the Operating Agreement, the Stock Purchase Agreement, the Series B COD, the Services Agreement, and any other Transaction Document as reasonably necessary to implement the true-up and to comply with the recommendations of the applicable tax memorandum and the tax-related changes to the Operating Agreement, including the remedial method under Section 704(c), Section 704(b) book-ups and capital-account maintenance, Section 754 election mechanics, the five percent (5%) funding discount, Member loans, tax distributions, and the Partnership Representative provisions, while preserving the Parties’ economic agreement to the greatest extent reasonably possible; provided that no amendment may change the consideration fixed under the ELA, the Stock Purchase Agreement, or the Series B COD. Any dispute regarding the calculation or implementation of a true-up shall be submitted first to the Agreed Valuer, and any dispute

concerning tax accounting, tax reporting, or the application of the Code may be submitted to an independent accountant or tax adviser jointly selected by the Parties; the determination of the Agreed Valuer or independent accountant shall be final and binding absent manifest error, and the costs shall be allocated as determined by that professional. Each true-up adjustment shall, to the extent permitted by applicable law, be treated as an adjustment to consideration for tax purposes and reflected in the allocation of consideration and assets under Sections 1060, 755, and 704(c) and the applicable Treasury Regulations, including the relevant 704(c) layers, capital accounts, and supplemental or amended tax returns, information statements, Form 8594, Form 8308, and other filings. No true-up under this Section 19.12 shall adjust the Craft Interest other than through an adjustment of the Distribution Threshold to reflect the fair market value of the JV Entity as of the Closing as finally determined, and no true-up shall credit any amount to Craft Capital’s capital account in respect of the Profits Interest Units or otherwise cause the Craft Interest to be other than a profits interest.

19.13Order of Precedence; Conforming Amendments. The Parties shall administer this Agreement and the Transaction Documents consistently with the Operating Agreement, as amended from time to time. As between this Agreement and the Operating Agreement, the Operating Agreement, as amended, shall control with respect to internal LLC mechanics, Units, allocations, capital accounts, tax distributions, tax elections, Member loans, the Partnership Representative, and other matters governing the JV Entity’s internal affairs; this Agreement shall control with respect to the Parties’ commercial obligations and the license, Series B, and Stock Purchase arrangements, in each case subject to Sections 19.2, 19.3, and 19.12. If any conflict or inconsistency arises among this Agreement, the ELA, the Operating Agreement, the Stock Purchase Agreement, the Series B COD, the Services Agreement, or any related Transaction Document in any matter addressed by Article 19, the Parties shall promptly negotiate in good faith and execute conforming amendments and take other necessary actions to give effect to Article 19 and maintain consistency with the Operating Agreement, as amended, preserving the Parties’ economic agreement to the greatest extent reasonably possible. No such conflict shall prevent the Parties from making any tax filing, election, allocation, adjustment, or supplemental filing required by applicable law.

[Signature Page Follows]

IN WITNESS WHEREOF the Parties have caused this Joint Venture Agreement to be executed and delivered by their duly authorized representatives as of the Effective Date.

SECURETECH INNOVATIONS, INC.

________________________________________

By:

Name: J. Scott Sitra

Title: President and Chief Executive Officer

PIRANHA BLOCKCHAIN, INC.

________________________________________

By:

Name: J. Scott Sitra

Title: President and Chief Executive Officer

QSTAK HOLDING, LLC

________________________________________

By:

Name: Ricky Weiner

Title: General Manager

CRAFT CAPITAL MANAGEMENT LLC

________________________________________

By:

Name: Mackey McFarlane

Title: Partner and Head of Investment Banking

EX-10.2 — EXCLUSIVE INTELLECTUAL PROPERTY LICENSE AGREEMENT

EX-10.2

Filename: ex102.htm · Sequence: 4

Exclusive Intellectual Property License Agreement

This Exclusive Intellectual Property License Agreement (Agreement) is entered into as of October 22, 2026 (the “Effective Date”) by and between Qstak Holding, LLC, a Florida limited liability company (“Qstak”), and SecureTech Innovations, Inc., a Wyoming corporation (“SCTH”). The parties agree as follows:

1 Licensed Assets and Field

1.1 Licensed Assets. “Licensed Assets” means all intellectual property and associated assets owned, controlled, developed, acquired, or licensable by Qstak as of the Effective Date or at any time during the period beginning on the Effective Date and continuing as provided in Section 8 (the “Term”) that relate to, are used in, are necessary or useful to, or were developed for the Qstak platform, Qstak Exchange, or any related product, service, business, or technology, including all items identified in Schedule A, which is incorporated into and made part of this Agreement. “Controlled” means that Qstak has the legal right or practical ability to grant SCTH the rights provided in this Agreement without breaching any obligation to a third party or requiring SCTH to pay any undisclosed incremental consideration. Licensed Assets include all source and object code, repositories and histories, software, documentation, APIs, architecture, specifications, inventions, patent rights, copyrights, trade secrets, know-how, data rights, domain names, trademarks and goodwill, and all updates, upgrades, modifications, enhancements, derivative works, and improvements developed or acquired by or for Qstak during the Term. Schedule A is illustrative and shall not limit the grant by reason of an inadvertent omission. Qstak shall promptly supplement Schedule A to identify additional Licensed Assets, third-party restrictions, and exclusions, but no failure to supplement shall reduce SCTH’s rights in any asset otherwise within this definition. At Closing and at any time thereafter, without additional consideration, Qstak shall promptly execute and deliver, and shall cause its current and former personnel and other Persons under its control to execute and deliver, any further licenses, assignments, confirmatory instruments, consents, powers of attorney, recordable short-form instruments, access authorizations, and other documents and take any other actions reasonably requested by SCTH to effectuate the license and sublicensing rights granted by this Agreement or to evidence, perfect, record, preserve, maintain, protect, or enforce SCTH’s rights in the Licensed Assets. This obligation is continuing, survives Closing and any termination to the extent necessary to preserve rights that survive termination, and shall not be conditioned on any additional payment or consideration.

1.2 Licensed Field. “Licensed Field” means all lawful fields of use worldwide, including the development, operation, hosting, marketing, distribution, licensing, sale, support, and commercialization of the Licensed Assets and any products or services based on, incorporating, or derived from them. Any restriction on the Licensed Field must be expressly stated in this Agreement and specifically accepted in writing by SCTH.

1.3 Additional Definitions. “Affiliate” means, with respect to a Person, any entity that directly or indirectly controls, is controlled by, or is under common control with that Person. “Applicable Law” means all applicable federal, state, local, and foreign laws, rules, regulations, orders, and binding exchange requirements. “Business Day” means any day other than a Saturday, Sunday, or federal holiday in the United States. “Licensed Business” means any business conducted by SCTH or its sublicensees using or exploiting the Licensed Assets in the Licensed Field. “Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, association, governmental authority, or other entity.

2 Exclusive Grant and Ownership

2.1 Grant. Subject to this Agreement, Qstak grants SCTH an exclusive, worldwide license during the Term in the Licensed Field to use, reproduce, modify, create derivative works from, host, perform, display, distribute, make, have made, import, offer for sale, sell, and otherwise exploit the Licensed Assets. The license granted to SCTH is exclusive, including as against Qstak and its Affiliates, and Qstak shall not, directly or indirectly, use, exploit, commercialize, license, sublicense, transfer, or otherwise grant rights in the Licensed Assets within the Licensed Field during the Term, except solely as necessary to perform its obligations to SCTH under this Agreement. Qstak shall not evade or circumvent the exclusivity granted to SCTH by developing, acquiring, using, licensing, commercializing, or transferring any technology, product, service, platform, or asset that is derived from the Licensed Assets, incorporates or was developed using any Licensed Asset or SCTH Confidential Information, or is a modification, update, enhancement, derivative work, or substantially similar or functionally equivalent implementation of a Licensed Asset.

2.2 Sublicenses. SCTH may grant sublicenses through one or more tiers to the contemplated joint venture entity (the “JV Entity”), SCTH affiliates, acquirers, financing sources, contractors, service providers, distributors, resellers, customers, end users, and other persons as SCTH determines appropriate to exploit the Licensed Assets in the Licensed Field. SCTH may determine the form, scope, term, and economics of such sublicenses, provided no sublicense grants rights broader than SCTH holds under this Agreement. Before entering into a material commercial sublicense with an unaffiliated third party, SCTH shall consult in good faith with Qstak and Craft Capital, but neither Qstak nor Craft Capital shall have any approval or veto right over such sublicense. Any royalty or other continuing payment specifically attributable to the grant of sublicense rights shall be paid to the JV Entity and distributed to its members in accordance with Section 6.1 of the JV Entity’s operating agreement. SCTH shall not be liable to Qstak for an independent act or omission of a sublicensee except to the extent directly caused by SCTH’s willful misconduct. Formation, ownership, governance, funding, and distributions of the JV Entity are governed solely by separate signed documents.

2.3 Ownership and Improvements. Qstak retains legal title to the Licensed Assets existing as of the Effective Date, subject in all respects to the exclusive rights granted to SCTH. SCTH owns all technology, modifications, derivative works, configurations, integrations, enhancements, and improvements created by or for SCTH, excluding only the preexisting Qstak intellectual property embodied therein. To the extent Qstak or its personnel create any improvement, update, enhancement, derivative work, or other development relating to a Licensed Asset during the Term, Q Stak shall own such development, but it shall automatically become a Licensed Asset subject to SCTH’s exclusive license under this Agreement without additional consideration. Qstak receives no implied license to SCTH-owned technology or improvements. Any jointly developed intellectual property shall be owned as expressly agreed in writing before development begins; absent such agreement, each party shall retain ownership of its preexisting intellectual property, and any jointly developed improvement to the Licensed Assets shall automatically constitute a Licensed Asset subject to SCTH’s exclusive license. Qstak shall execute further instruments reasonably requested by SCTH to confirm, perfect, or record SCTH’s licensed rights in such developments. Qstak shall not contest, challenge, or assist any Person in contesting or challenging SCTH’s rights in any Licensed Asset or development subject to this Agreement. Any intellectual property created by or for the JV Entity shall be governed by the JV Entity’s separately executed agreements; Qstak shall not assert any ownership interest in such intellectual property except as expressly provided in a writing signed by SCTH.

2.4 Marks. SCTH may use all Qstak names, trademarks, service marks, logos, trade dress, domain names, and other source identifiers included in the Licensed Assets in connection with the Licensed Business. All goodwill arising from use of a Qstak mark accrues to Qstak. SCTH shall maintain the quality of goods and services offered under Qstak marks at a level at least substantially consistent with the quality of comparable goods and services offered under those marks as of the Effective Date. Any additional quality-control standards imposed by Qstak must be reasonable, objective, written, supplied in advance, consistently applied, and may not materially interfere with SCTH’s commercialization, branding, customer relationships, or operations. Any proposed use submitted to Qstak for review shall be deemed approved unless Qstak objects in reasonable detail within five Business Days.

3 Consideration

3.1 Aggregate License Consideration. In consideration of the exclusive license granted under this Agreement, SCTH shall provide aggregate stated license consideration of Twenty-Two Million Dollars ($22,000,000) through four equity tranches (each, a “Tranche”), subject to the pricing, issuance-volume, ownership-cap, securities-law, exchange-rule, and other adjustment mechanics set forth in this Section 3. The stated dollar value of each Tranche is fixed unless SCTH and Qstak otherwise agree in a signed writing. The Tranches are as follows:

Tranche

Trigger

Stated Value

Series B Preferred Shares

Closing

$6,000,000

600

Commercial Launch

$3,000,000

300

$7,500,000 Annual Gross Revenue in any trailing twelve-month period

$6,500,000

650

$15,000,000 Annual Gross Revenue in any trailing twelve-month period

$6,500,000

650

3.2 Definitions Applicable to Section 3.

3.2(a) “Closing.” “Closing” means the date on which this Agreement has been duly executed and delivered by both Parties, SCTH has filed the Certificate of Designation with the Wyoming Secretary of State and delivered a complete copy to Qstak, SCTH has authorized, reserved, and kept unissued sufficient Series B Preferred to satisfy all earned Tranches subject to Sections 3.6 and 3.8, Qstak has fully completed the deliveries and access required by Section 4, Qstak has delivered a complete and accurate Schedule A identifying all material Licensed Assets, third-party materials, open-source obligations, liens, restrictions, contributor rights, and pending or threatened claims, all required third-party consents and lien releases have been obtained and delivered, and Qstak is not then in material breach of this Agreement. Before and after Closing, SCTH shall maintain sufficient authorized and unissued Series B Preferred to satisfy each Tranche as earned, subject to Sections 3.6 and 3.8. Satisfaction of the foregoing conditions shall be determined by SCTH in good faith. If Closing has not occurred on or before December 31, 2026 (the “Outside Date”), SCTH may, in its sole discretion, (i) waive any unsatisfied condition to Closing to the extent legally permissible, (ii) extend the Outside Date by written notice to Qstak, or (iii) terminate this Agreement by written notice without liability

for any unearned Tranche. Failure to satisfy the Closing conditions by the Outside Date shall not cause Closing to occur automatically or limit SCTH’s rights or remedies for any breach by Qstak.

3.2(b) “Commercial Launch.” “Commercial Launch” means the first bona fide commercial launch of the Qstak Exchange for use by unaffiliated third-party customers in the ordinary course of business, as determined by SCTH in good faith, excluding any alpha, beta, testnet, pilot, demonstration, internal-use, limited-user, or other pre-commercial release.

3.2(c) “Annual Gross Revenue.” “Annual Gross Revenue” means gross revenue actually received by the JV Entity from bona fide unaffiliated third-party customers from the commercial exploitation of the Licensed Assets during the applicable trailing twelve-month period, determined in accordance with the JV Entity’s consistently applied accounting practices, excluding sales, use, value-added and similar taxes, refunds, rebates, chargebacks, credits, pass-through amounts, intercompany transactions, financing proceeds, investment proceeds, and other non-operating receipts.

3.2(d) “License Shares.” “License Shares” means shares of SCTH Series B Preferred having the rights, preferences, limitations, and restrictions set forth in the Certificate of Designation, issued or issuable in satisfaction of a Tranche.

3.2(e) “Certificate of Designation.” “Certificate of Designation” means SCTH’s certificate of designation for the Series B Preferred filed with the Wyoming Secretary of State before Closing, as amended in accordance with its terms and Applicable Law, which refers to this Agreement as the “License Agreement.”

3.2(f) “Stated Value.” “Stated Value” means ten thousand dollars ($10,000) per share of Series B Preferred, as specified in Section 2 of the Certificate of Designation.

3.2(g) “Recipient.” “Recipient” means Qstak or another Person that SCTH has expressly agreed in writing may receive License Shares.

3.3 Fixed Series B Issuance; Full Satisfaction. For each Tranche, the number of License Shares equals the applicable Tranche’s stated dollar value divided by the $10,000 Stated Value, rounded to the nearest whole share, as shown in Section 3.1. The number of License Shares is fixed and shall not be adjusted by reference to the market price, VWAP, trading price, valuation, listing status, or other market measure of any SCTH security. Qstak acknowledges that holders of Series B Preferred have no right to convert their shares at the holder’s option and no right to require SCTH to redeem or repurchase them. After a minimum period of one (1) year from the date of issue of a Series B Preferred share, SCTH may, but is not required to, redeem that share solely into Series A Preferred at the sole discretion of SCTH’s Board, at a number of Series A Preferred shares determined by dividing the Stated Value by the Series A Redemption Value, where the Series A Redemption Value equals the VWAP multiplied by the Series A Ratio multiplied by one (1) minus the Valuation Discount, subject to the Redemption Limit of 0.27 shares of Series A Preferred per Series B Preferred share and an aggregate maximum of 594 Series A Preferred shares for all 2,200 authorized Series B Preferred shares. Any Series A Preferred issued at the Redemption Limit is in full satisfaction of the Series B Preferred shares redeemed, and SCTH has no further obligation in cash, securities, or otherwise. Issuance and irrevocable delivery of the stated number of Series B Preferred shares for a Tranche fully satisfies that Tranche, and SCTH has no further obligation with respect to that Tranche except as expressly provided in this Agreement or the Certificate of Designation.

3.4 Ownership Cap and Deferred Issuance. Notwithstanding any other provision of this Agreement, no License Shares shall be issued to a Recipient if, immediately after the issuance, that Recipient and any persons whose holdings must be aggregated with that Recipient would beneficially own or control in excess of 9.9% of SCTH’s total voting power, determined by including the votes

attributable to all outstanding securities, including 2,700 votes per share of Series B Preferred, and all securities that the holder has the right to acquire, and by aggregating holdings in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the applicable rules thereunder to the extent applicable (the “Ownership Cap”). Any License Shares that are earned but cannot then be issued because of the Ownership Cap, a stockholder-approval requirement, an applicable exchange rule, Applicable Law, a change-of-control or voting-power limitation, or any circumstance addressed in Section 3.8 shall remain earned and shall be carried forward and issued promptly when issuance is permitted, without interest and without increasing the stated dollar value of the applicable Tranche. Any such deferral, delay, reduction, restructuring, or use of alternative lawful consideration permitted by this Section 3 shall not constitute nonpayment, default, breach, or a termination event under Section 8.

3.5 No Price-Based Acceleration. If the closing price of SCTH’s common stock equals or exceeds $40.00 per share for fifteen consecutive Trading Days, any remaining unearned Tranches may become earned only if Qstak has fully performed its material obligations under this Agreement, is not then in material breach, and Commercial Launch has occurred. Any issuance with respect to an accelerated Tranche shall remain subject to the pricing, issuance, ownership-cap, securities-law, corporate-approval, and exchange requirements of this Agreement, and SCTH shall not be required to make any cash payment in lieu of shares unless SCTH elects to do so. No other increase in SCTH’s trading price, market capitalization, enterprise value, financing valuation, or other market value shall accelerate any payment or issuance obligation.

3.6 Securities and Exchange Compliance. Each issuance of License Shares, including each issuance of Series B Preferred, shall be made only to the extent SCTH determines, after consultation with its securities counsel, that the issuance may lawfully be made under Applicable Law, the Certificate of Designation, applicable corporate approvals, and the rules of any national securities exchange on which any SCTH security is then listed, including rules relating to beneficial ownership, voting power, change of control, and stockholder approval. Nothing in this Agreement requires SCTH to seek stockholder approval, amend its organizational documents, incur material expense, jeopardize its listing, or issue shares in a manner that SCTH or its securities counsel determines could violate or adversely affect compliance with Applicable Law, the Certificate of Designation, or applicable listing standards. If any earned Series B shares cannot then be issued, SCTH may defer issuance until legally permitted or, with Qstak’s prior written consent, restructure the issuance or use other lawful equity consideration selected by SCTH having a value no less than the applicable Tranche’s Stated Value and no greater dilution or adverse effect on SCTH than issuance of the Series B shares otherwise required for that Tranche. SCTH shall not be required to pay cash in lieu of License Shares unless SCTH elects to do so in its sole discretion. No action or inaction permitted by this Section 3.8, including any deferral pending legal, regulatory, exchange, stockholder, change-of-control, voting-power, or third-party approval, shall constitute nonpayment, default, breach, or a termination event under Section 8.

3.7 No Running Royalty. Except for the equity consideration expressly provided in this Section 3 and royalties or other continuing payments specifically attributable to sublicenses that are payable to the JV Entity under Section 2.2, no running royalty, sublicense fee, or additional license fee shall be payable to Qstak in connection with SCTH’s own use, exploitation, or commercialization of the Licensed Assets.

3.8 No JV Ownership Created by Agreement. For the avoidance of doubt, this Agreement does not itself create, issue, transfer, vest, or grant to Qstak, SCTH, or any other Person any membership interest, equity interest, voting right, governance right, profit interest, distribution right, or other

economic or ownership interest in the JV Entity. Any such interest or right shall arise solely under the JV Entity’s separately executed certificate of formation, operating agreement, subscription or contribution agreements, and other governing documents, and only upon satisfaction of the conditions stated in those documents. Nothing in this Agreement obligates SCTH to cause the JV Entity to issue any ownership interest to Qstak except as expressly provided in a separately executed agreement signed by SCTH.

4 Delivery and Assistance

At or before Closing, Qstak shall deliver to SCTH complete, current, usable copies of and administrative access to all Licensed Assets, including source code, object code, repositories and complete version histories, build and deployment materials, documentation, architecture materials, credentials, keys, domain and hosting accounts, test materials, data schemas, and all third-party and open-source component information. Qstak shall also deliver a complete and accurate written inventory of all repositories, domains and registrars, contributor agreements, third-party and open-source components and applicable licenses, trademark and copyright applications and registrations, material contracts affecting the Licensed Assets, liens and encumbrances, and all material restrictions or claims affecting ownership, use, sublicensing, transfer, or commercialization. Delivery must be sufficient for SCTH and its designees to build, operate, maintain, modify, secure, and commercialize the Licensed Assets without material dependence on Qstak. Qstak shall not retain any undisclosed credential, disabling mechanism, administrative control, or access right that could impair SCTH’s use. Qstak shall provide transition and knowledge-transfer assistance to SCTH during the Term of this Agreement at no additional charge, including reasonable access to knowledgeable personnel. SCTH may copy, inspect, test, migrate, secure, and modify all delivered materials within the license.

5 Confidentiality and Enforcement

5.1 Confidentiality. “Confidential Information” means all nonpublic information disclosed or made available by or on behalf of a Party, whether before or after the Effective Date and whether oral, written, electronic, visual, or in any other form, including technical, source-code, security, product, development, business, financial, customer, supplier, pricing, strategic, and other proprietary information, and all trade secrets, whether or not marked or identified as confidential. Each Party shall protect the other Party’s Confidential Information using at least commercially reasonable care and shall use such information solely to perform its obligations or exercise its rights under this Agreement. Disclosure shall be limited to employees, contractors, professional advisers, Affiliates, financing sources, investors, permitted sublicensees, customers, service providers, and potential acquirers who have a need to know and are subject to confidentiality obligations appropriate to the circumstances and at least as protective as those contained herein where reasonably applicable. These obligations shall not apply to information that the receiving Party demonstrates is or becomes publicly available through no breach of this Agreement, was lawfully known without restriction before disclosure, is lawfully received from a third party without a duty of confidentiality, or is independently developed without use of the disclosing Party’s Confidential Information. Disclosure required by law is permitted, provided that the receiving Party gives prompt notice where legally permitted and reasonably cooperates in seeking confidential treatment. With respect to each Party, obligations concerning trade secrets shall continue for so long as the information qualifies as a trade secret under applicable law. Obligations concerning all other Confidential Information shall continue during the Term and for five (5) years thereafter.

5.2 Enforcement. SCTH has the first and exclusive right, but not the obligation, to investigate, prosecute, defend, settle, or otherwise enforce any claim involving infringement, misappropriation,

dilution, unauthorized use, or other violation of the Licensed Assets in the Licensed Field, including, to the maximum extent permitted by law, claims that accrued before the Effective Date. To the extent an accrued claim is assignable, Qstak hereby assigns to SCTH all right, title, and interest in and to such claim to the extent within SCTH’s licensed rights, together with the right to recover damages and other relief. Qstak shall promptly notify SCTH of suspected violations and, at SCTH’s request and Qstak’s expense, provide documents, witnesses, assignments, powers of attorney, and joinder reasonably necessary for enforcement, and shall join any action when reasonably necessary to establish standing or obtain complete relief. SCTH controls counsel, strategy, settlement, and disposition of any such matter, provided SCTH may not impose an admission of wrongdoing or affirmative nonmonetary obligation on Qstak without Qstak’s consent, not to be unreasonably withheld. Recoveries shall first reimburse SCTH’s and its designees’ costs and attorneys’ fees, and the balance shall belong to SCTH or the JV Entity as SCTH directs. If SCTH elects not to proceed, Q Stak may do so only with SCTH’s prior written consent and on terms that do not impair SCTH’s rights.

6 Representations and Warranties

6.1 Q Stak Representations and Warranties. Qstak represents and warrants, without knowledge qualification except where expressly stated, that: (a) it is duly organized, has full authority to enter into and perform this Agreement, and this Agreement is binding upon it; (b) it exclusively owns, or possesses valid and fully sublicensable rights to, all Licensed Assets free and clear of liens, claims, restrictions, and conflicting rights except as specifically disclosed in Schedule A; (c) Schedule A accurately identifies all material third-party materials, open-source obligations, liens, restrictions, and pending or threatened claims; (d) all current and former founders, employees, contractors, and other contributors have executed enforceable confidentiality and invention-assignment agreements sufficient to vest all necessary rights in Qstak; (e) Qstak has not granted and will not grant any right inconsistent with SCTH’s exclusive rights; (f) the Licensed Assets as delivered and their authorized use do not infringe, misappropriate, or otherwise violate any third-party intellectual property right; (g) the source code and documentation delivered are complete in all material respects and sufficient to build, deploy, operate, maintain, and modify the Licensed Assets; (h) the Licensed Assets contain no undisclosed malicious code, disabling device, time bomb, or known material security vulnerability; and (i) Qstak has complied in all material respects with laws and contractual obligations governing the Licensed Assets. Qstak shall obtain all required third-party consents and release all conflicting liens before the Effective Date. These representations and warranties survive Closing and any investigation by SCTH, and no qualification or statement in Schedule A shall limit them except to the extent the specific matter is expressly identified in Schedule A as an agreed exception to a stated representation or warranty.

6.2 Qstak Investment Representations. Qstak represents and warrants to SCTH that: (a) it is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933; (b) it is acquiring the License Shares for its own account and not with a view to distribution or resale; (c) it understands that the Series B Preferred are restricted securities, have not been registered under the Securities Act or applicable state securities laws, and may not be transferred except as permitted by the Certificate of Designation and Applicable Law; (d) it will accept any restrictive legend or book-entry notation required by the Certificate of Designation or Applicable Law; (e) it will not sell, assign, pledge, or otherwise transfer any Series B Preferred except with the prior written consent of SCTH’s Board or to an Affiliate that agrees in writing to be bound by the Certificate of Designation, in each case as provided in Section 10 of the Certificate of Designation; (f) it has received and reviewed the Certificate of Designation and understands the rights, preferences, limitations, and restrictions of the

Series B Preferred, including the absence of any holder conversion or redemption right, the Board’s sole discretion over any redemption into Series A Preferred, and the Redemption Limit; and (g) it has made its own independent evaluation of the merits and risks of acquiring the License Shares and has not relied on SCTH or any representation or warranty other than those expressly set forth in this Agreement.

7 Indemnification and Liability

7.1 Indemnification by Qstak. Qstak shall defend, indemnify, and hold harmless SCTH, the JV Entity, their affiliates, sublicensees, financing sources, customers, and each of their respective officers, directors, employees, agents, successors, and assigns from and against all claims, losses, liabilities, damages, judgments, settlements, penalties, costs, and reasonable attorneys’ fees arising out of or relating to: (a) any breach by Qstak of this Agreement or any representation, warranty, or covenant; (b) any allegation that a Licensed Asset or its authorized use infringes, misappropriates, or violates a third-party right; (c) any claim that Qstak lacked sufficient ownership or authority to grant the rights provided here; (d) any act or omission of Qstak or its personnel occurring before or after the Effective Date relating to the Licensed Assets; (e) any undisclosed lien, license, contributor claim, open-source obligation, tax, broker claim, or other encumbrance attributable to Qstak; or (f) Qstak’s negligence, gross negligence, willful misconduct, violation of law, or data-security breach. Qstak shall control the defense with counsel reasonably acceptable to SCTH, but SCTH may participate with counsel of its choosing at Qstak’s expense where a conflict exists or where injunctive or reputational relief is sought. No settlement may impose liability, admission, restriction, payment, or other obligation on an indemnified party without SCTH’s prior written consent. SCTH has no indemnification obligation to Qstak except for third-party claims finally determined to have resulted solely from SCTH’s willful misconduct or knowing violation of law.

7.2 Remedies; Liability Allocation. If any Licensed Asset is or is likely to become subject to a claim, restriction, injunction, loss of rights, or material impairment, Qstak shall, at SCTH’s option and Q Stak’s expense, promptly: (a) procure for SCTH and its sublicensees the right to continue using the affected Licensed Asset; (b) replace or modify it so that it is noninfringing and functionally equivalent or better; or (c) if neither remedy is commercially acceptable to SCTH, reimburse SCTH for the value, measured at the applicable Stated Value, of the consideration attributable to the affected Licensed Asset and all reasonable transition costs, without limiting SCTH’s other remedies. Qstak’s liability for fraud, willful misconduct, breach of exclusivity, breach of confidentiality, infringement or misappropriation, indemnification obligations, title or authority defects, security breaches, or failure to deliver the Licensed Assets is uncapped. SCTH shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, lost profits, loss of enterprise value, or diminution in value, and SCTH’s aggregate liability for all other claims shall not exceed the aggregate Stated Value of Series B Preferred shares actually issued and irrevocably delivered to Qstak under this Agreement as of the event giving rise to the claim, measured at $10,000 per share, or, for any alternative equity consideration consented to under Section 3.8, its agreed equivalent value.

8 Term and Termination

8.1 Term. The Term begins on the Effective Date and continues perpetually unless terminated by SCTH under this Section. Qstak may terminate SCTH’s license only for SCTH’s material and uncured failure to deliver Series B Preferred shares that are then legally issuable and indisputably due under Section 3, calculated at the applicable Tranche’s Stated Value, and only after Qstak provides detailed written notice and SCTH fails to cure within 90 days. A deferral, delay, reduction, restructuring, alternative lawful form of consideration, or other action expressly permitted by Section

3, including any circumstance arising from the Ownership Cap, Applicable Law, securities counsel advice, exchange rules, stockholder-approval requirements, change-of-control or voting-power limitations, or regulatory requirements, shall not constitute nonpayment, default, breach, or a termination event. If a cure requires stockholder, regulatory, exchange, or other third-party approval, SCTH receives such additional time as is reasonably necessary while diligently pursuing approval. No dispute concerning Stated Value, the number or timing of Series B shares, issuance mechanics, market rules, or the Ownership Cap constitutes a termination event while being addressed in good faith. Upon SCTH’s issuance and irrevocable delivery of the full aggregate stated license consideration actually earned under Section 3, measured by the stated number of Series B Preferred shares issued at the Stated Value, Qstak shall have no further right to terminate the license for nonpayment, and the license shall thereafter be perpetual, irrevocable, fully paid-up, and nonterminable by Qstak. SCTH may terminate this Agreement, in whole or in part, for Qstak’s breach if not cured within 20 days after notice, immediately for fraud, willful misconduct, breach of exclusivity, title defect, infringement risk, material security issue, or unauthorized encumbrance, or for convenience on 30 days’ written notice. The Parties acknowledge that the rights and licenses granted to SCTH constitute rights to “intellectual property” within the meaning of 11 U.S.C. § 101(35A) to the maximum extent applicable and that SCTH is entitled to all protections available under 11 U.S.C. § 365(n). To the fullest extent permitted by law, rejection of this Agreement in bankruptcy constitutes a breach and shall not rescind, revoke, or terminate the licenses or other rights previously granted to SCTH, including rights in trademarks and other rights not included within 11 U.S.C. § 101(35A).

8.2 Effect of Termination. If SCTH terminates this Agreement because of Qstak’s breach, fraud, title defect, infringement, breach of exclusivity, or other wrongful act, SCTH may elect to terminate Q Stak’s remaining rights and obligations under this Agreement while retaining the licenses and sublicensing rights granted to SCTH, in which event those licenses and all sublicenses then in effect shall continue perpetually, irrevocably, worldwide, and fully paid, with no further consideration owed to Q Stak except consideration already earned and legally issuable before termination. If SCTH terminates for convenience, SCTH and its sublicensees may continue to service existing customers and complete existing contracts for their full stated terms and may conduct an orderly wind-down for up to 24 months. Any Tranche that became earned before the effective date of a termination for convenience shall remain payable or issuable only as Series B Preferred shares that are legally issuable under Section 3, with each share valued at the Stated Value, subject in all respects to the stated Tranche share count, Ownership Cap, securities-law, exchange-rule, change-of-control and voting-power compliance, deferral, restructuring, and other issuance mechanics of Section 3; no Tranche or portion of a Tranche that was unearned as of the effective date of termination shall become earned, accelerate, or otherwise become payable solely because of termination. Q Stak may not terminate or interfere with any end-user, customer, distributor, service-provider, financing-source, or JV sublicense that SCTH designates to survive, provided the surviving sublicense remains within the rights originally granted. Termination does not affect accrued rights, ownership of SCTH improvements, confidentiality, indemnification, limitations of liability, enforcement rights, or any provision intended to survive.

8.3 Insolvency; Operational Continuity. Upon Qstak’s insolvency, filing of or consent to any bankruptcy or insolvency proceeding, assignment for the benefit of creditors, cessation or threatened cessation of material operations relating to the Licensed Assets, appointment of a receiver or similar fiduciary over material Licensed Assets, or any circumstance reasonably likely to impair SCTH’s continued access to or use of the Licensed Assets, Qstak shall immediately deliver to SCTH, or cause SCTH to be given control of, all then-current source code, repositories, credentials, keys, domain and

registrar access, hosting and cloud accounts, build and deployment materials, documentation, and other operational materials necessary for SCTH and its designees to exercise the licensed rights without interruption. Qstak authorizes SCTH to provide this Section to any applicable service provider, registrar, repository host, cloud provider, or custodian as evidence of SCTH’s contractual right to continuity of access, subject to Applicable Law and such provider’s applicable procedures. The rights in this Section are cumulative and do not limit SCTH’s rights under Sections 4, 8.1, 8.2, 9.3, or 11 U.S.C. § 365(n).

9 General Terms

9.1 Governing Law; Exclusive Forum. Wyoming law governs without regard to conflict-of-law rules. At SCTH’s election, any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Wyoming or in the jurisdiction of SCTH’s then-current principal place of business. Qstak irrevocably submits to the jurisdiction and venue of the forum selected by SCTH and waives any objection based on venue, forum non conveniens, or similar grounds.

9.2 Notices. Notices must be sent by nationally recognized tracked delivery service and by email to the addresses in Schedule C. A notice is effective on the earliest of: (a) actual receipt; (b) refusal of delivery; (c) one Business Day after confirmed delivery by a tracked overnight service; or (d) for email, when transmitted without an automated delivery-failure or bounce-back notice, provided that a copy is also sent by tracked delivery service.

9.3 Assignment; Successors; Encumbrances. SCTH may assign, delegate, transfer, pledge, or otherwise dispose of this Agreement or any right hereunder, in whole or in part, without Qstak’s consent, to an Affiliate, the JV Entity, financing source, successor, acquirer, or other transferee of all or any material portion of the Licensed Business or related assets. Qstak may not assign this Agreement, transfer any Licensed Asset, undergo a change of control affecting the Licensed Assets, or create any lien or encumbrance inconsistent with SCTH’s rights without SCTH’s prior written consent. Any permitted purchaser, successor, secured party, or transferee shall take the Licensed Assets expressly subject to SCTH’s rights under this Agreement and shall assume Qstak’s applicable obligations in writing. Any purported transaction in violation of this Section is void as against SCTH. Qstak shall execute, and authorizes SCTH to file or record, a memorandum or short-form notice of this exclusive license where SCTH reasonably determines that filing or recordation would preserve or protect SCTH’s rights.

9.4 Amendments; Waivers. Amendments and waivers require a writing signed by SCTH and Q Stak. No waiver by SCTH is continuing unless expressly stated, and no delay or failure to exercise a right constitutes a waiver.

9.5 Independent Contractors; No Third-Party Beneficiaries. The Parties are independent contractors. Except for indemnified parties and permitted sublicensees whose rights are expressly protected under this Agreement, no Person is an intended third-party beneficiary of this Agreement.

9.6 Force Majeure. Force majeure does not excuse Qstak’s obligations to preserve, secure, maintain, or deliver the Licensed Assets or to comply with this Agreement’s confidentiality and exclusivity provisions.

9.7 Entire Agreement. This Agreement, Schedule A, and Schedules B and C constitute the entire agreement between the Parties solely with respect to the license of the Licensed Assets and supersede all prior or contemporaneous proposals, discussions, negotiations, understandings, agreements, and writings, whether oral or written, relating to that licensing subject matter. In any conflict between this

Agreement and a JV sublicense, this Agreement controls as between Qstak and SCTH, but SCTH may grant the JV Entity greater operational flexibility with respect to all rights granted to SCTH under this Agreement.

9.8 Cumulative Remedies; Equitable Relief. All rights and remedies of SCTH are cumulative and not exclusive. Qstak acknowledges that a breach of Sections 1, 2, 4, 5, 6, or 9 may cause irreparable harm and that SCTH may obtain specific performance and injunctive relief without proving actual damages or, to the fullest extent permitted by law, posting a bond.

9.9 Severability; Construction; Headings. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and the remaining provisions shall remain in effect. This Agreement shall be construed according to its terms without any presumption against the Party that drafted it. Headings are for convenience only and do not affect interpretation.

9.10 Further Assurances; Survival. Qstak shall, at Closing and at any time thereafter, without additional consideration, execute and deliver all further documents and instruments and take all further actions reasonably requested by SCTH to consummate, effectuate, confirm, evidence, perfect, record, preserve, maintain, protect, or enforce the license, sublicenses, assignments, ownership rights, access rights, and other rights contemplated by this Agreement, including any confirmatory license, short-form license, assignment, consent, power of attorney, filing, recordation, access authorization, or instrument reasonably required by SCTH, a sublicensee, financing source, acquirer, registrar, governmental authority, or intellectual-property office. Qstak shall cause its personnel and other Persons under its control to cooperate in the same manner. This covenant is continuing and survives Closing and any termination to the extent necessary to preserve rights that survive termination. Without limiting Section 8.2, Sections 1, 2.3, 2.4, 3 with respect to accrued or earned consideration, 5, 6, 7, 8.2, and 9, and all provisions that by their nature are intended to survive, shall survive termination or expiration.

9.11 Counterparts; Electronic Signatures. This Agreement may be signed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Electronic signatures and electronically transmitted counterparts are effective as originals.

Signatures

QSTAK HOLDING, LLC

By: ______________________________

Name: Ricky Weiner

Title: General Manager

Date: _____________________________

SECURETECH INNOVATIONS INC.

By: ______________________________

Name: J. Scott Sitra

Title: President and Chief Executive Officer

Date: _____________________________

SCHEDULE A

QSTAK Licensed Intellectual Property Schedule

Licensed IP and Included Materials

Reported Stage or Qualification

IP01

QstakChain blockchain software

EVM network configuration, deployment materials, related source code/documentation and any documented company modifications, to the extent controlled by QSTAK.

Mainnet and testnet are reported operating. Post-quantum security is planned, not implemented.

IP02

QSTAK Exchange and DEX materials

Existing exchange platform designs, specifications, interfaces, software and documentation; separately, QSTAK DEX contracts and related interface materials.

The technical draft reports DEX on testnet only and the securities exchange not built; no production securities exchange is represented.

IP03

QSTAK Wallet

iOS and Android wallet applications, Chrome browser extension, related company-developed source code, designs and documentation.

Apps and extension are reported available; specific release/build identifiers are not yet provided.

IP04

Block explorer

Company-developed explorer interfaces, customizations, configurations and documentation for qstakscan.com and the testnet explorer.

Mainnet and testnet explorers are reported operating.

IP05

Token, launch and operations portals

Software, source code, interfaces and documentation for token.qstak.network, its operations portal and launch.qstak.network.

Portals are reported working; the technical draft notes outstanding fixes.

IP06

Token-related technology

Native-coin-related software/configuration; separately, the Qstak Token ERC-20 contract v1.0 design, draft code/specifications and distribution/vesting documentation.

The native coin is reported live. The separate 50-million-token ERC-20 design remains a draft with pre-deployment steps pending.

IP07

Domain names

qstakchain.com; qstakscan.com; qstak.network; qstak.net; qstakcrypto.com; qstak.exchange; qstak.app.

The license includes the domain rights and administrative control within Qstak’s ownership or Control; the listed domain names are not themselves representations of transfer registration.

IP08

Brands and copyright materials

Names QSTAK, QstakChain, QSTAK Wallet, QSTAK DEX and Qstakscan; QSTAK Blockchain logo variants; associated artwork, software and documentation copyrights.

This identifies the materials, not any trademark or copyright registration. Registration particulars have not been established from the supplied records.

IP09

Trade secrets and know-how

Identifiable confidential technical configurations, deployment methods, architecture/design materials and operational know-how associated with the foregoing assets.

Specific confidential implementation details are not reproduced in this schedule.

Patent status. As of October 1, 2026, Qstak advises that no patents or patent applications have been filed. Any patent or patent-application rights filed, acquired, or Controlled by Qstak during the Term that relate to the Licensed Assets automatically constitute Licensed Assets under Section 1.1.

Third-party components. Third-party and open-source components remain subject to their applicable third-party licenses, but only to the extent specifically disclosed in Schedule A or otherwise disclosed to SCTH in writing. Nothing in this Schedule A limits Qstak’s obligations under Sections 1, 4, 6, or 7.

Schedule B Transition Assistance and Administrative Matters

The license consideration is stated exclusively in Section 3 of this Agreement. Qstak shall provide the transition and knowledge-transfer assistance required by Section 4 for the Term of this Agreement at no additional charge to SCTH. Nothing in this Schedule B modifies the Tranche values, the $10,000 Stated Value, the fixed Series B Preferred share counts, the Certificate of Designation, the Ownership Cap, or other securities and issuance terms stated in Section 3.

Schedule C Notices

Qstak notice address and email: 3101 Highway 421, Suite A, Bristol, TN 37620; email: rcw@qstakchain.com.

SCTH notice address: 2355 Highway 36 West, Suite 400, Roseville, MN 55113; email: ssitra@securetechinnovations.com.

EX-10.3 — ROYALTY-FREE INTELLECTUAL PROPERTY SUBLICENSE AGREEMENT

EX-10.3

Filename: ex103.htm · Sequence: 5

Royalty-Free Intellectual Property Sublicense Agreement

This Royalty-Free Intellectual Property Sublicense Agreement (“Agreement”) is entered into as of October 22, 2026 (the “Effective Date”) by and between SecureTech Innovations, Inc., a Wyoming corporation (“SCTH”), and Qstak Market, LLC (the “JV”). Qstak Holding, LLC (“Q stak”) joins solely to irrevocably consent to the sublicense granted by SCTH and to acknowledge the provisions expressly applicable to Qstak. This Agreement is subordinate to the Exclusive Intellectual Property License Agreement between Qstak and SCTH dated October 22, 2026 (the “Master License”) and becomes effective only when the Master License is effective.

1 Definitions; Nature and Scope of Sublicense

1.1 Sublicensed IP. “Sublicensed IP” means all Licensed Assets, as that term is defined in the Master License, that SCTH from time to time elects in writing to make available to the JV, including the items identified or incorporated in Schedule A and any updates, upgrades, modifications, enhancements, derivative works, improvements, additional rights, or other assets that become Licensed Assets under the Master License and that SCTH makes available to the JV. Schedule A is illustrative of the assets initially made available to the JV and does not limit SCTH’s rights under the Master License. “Licensed Field” has the meaning stated in the Master License. “Licensed Products” means products and services developed, operated, marketed, distributed, licensed, sold, supported, or commercialized by or through the JV using or incorporating Sublicensed IP within the Licensed Field.

1.2 Grant. Subject to the Master License and the terms of this Agreement, SCTH grants the JV a worldwide, nonexclusive, nontransferable sublicense during the Term to use, reproduce, modify, create derivative works from, host, perform, display, distribute, make, have made, import, offer for sale, sell, support, and otherwise exploit the Sublicensed IP solely through and for the business of the JV and solely in connection with Licensed Products. The JV shall owe no separate royalty solely for the sublicense granted under this Agreement; royalties or other continuing payments received from an approved third-party commercial sublicense are governed by Section 1.5. The sublicense is nonexclusive as against SCTH and all other sublicensees or designees of SCTH. SCTH may itself exercise, or authorize any other Person to exercise, any right included within the Sublicensed IP subject only to the limited approval requirements of Section 1.4 for a standalone commercial sublicense to an unaffiliated third party.

1.3 SCTH Control of Scope and Use. SCTH retains exclusive authority, as between SCTH and the JV, to determine which Licensed Assets are made available to the JV, the scope and manner in which the Sublicensed IP may be used, the markets and products for which particular Sublicensed IP may be deployed, and whether any proposed use is within the rights granted under the Master License. SCTH may add to, withdraw, replace, suspend, or restrict particular items of Sublicensed IP by written notice where SCTH reasonably determines such action is necessary or advisable to protect the Licensed Assets, comply with the Master License or Applicable Law, address security or infringement risk, preserve exclusivity, or protect SCTH’s business or contractual rights. Any such action shall not give rise to any payment, ownership, termination fee, or other claim against SCTH.

1.4 Restrictions; Further Sublicensing. The JV may provide ordinary-course access to end users and may use contractors and service providers solely as necessary to operate Licensed Products, provided they are bound by written obligations no less protective of the Sublicensed IP than this Agreement. The JV shall not, without SCTH’s prior written consent, grant any sublicense or other standalone right in the Sublicensed IP; assign, transfer, pledge, encumber, or otherwise dispose of any right in the Sublicensed IP; permit any Person to use the Sublicensed IP other than for the JV’s authorized business; or use the Sublicensed IP to develop or support a competing business outside the JV. Any standalone commercial sublicense by SCTH or the JV to an unaffiliated third party that grants independent rights to commercialize the Sublicensed IP shall require the prior written approval of SCTH and Qstak, which approval shall not

be unreasonably withheld, conditioned, or delayed. This approval requirement shall not apply to ordinary-course arrangements with Affiliates, acquirers, financing sources, contractors, service providers, distributors, resellers, customers, or end users that do not grant independent commercialization rights in the Sublicensed IP. No right granted under this Agreement exceeds or diminishes SCTH’s rights under the Master License. SCTH reserves all rights not expressly granted.

1.5 Consideration; No Ownership Rights Created. The sublicense is granted in consideration of the JV's covenants and obligations under this Agreement. The JV owes no separate license fee, running royalty, equity interest, or other payment to SCTH or Qstak solely for this sublicense. Any royalty, license fee, or other continuing payment received for a standalone commercial sublicense approved under Section 1.4 shall be paid to the JV and distributed to its members in accordance with Section 6.1 of the JV’s operating agreement. This sharing does not apply to payments for product sales, services, implementation, integration, hosting, support, maintenance, financing, expense reimbursement, or other amounts not paid specifically for sublicense rights. All license consideration payable or issuable to Q Stak under the Master License, including any SCTH Series B Preferred Stock issued under the Master License, is solely SCTH’s obligation under the Master License and does not create any obligation of the JV or any interest in the JV. Member contributions, capitalization, ownership, governance, voting rights, funding obligations, distributions, and other economic arrangements concerning the JV arise solely under the JV's separately executed governing documents. Nothing in this Agreement grants Q Stak any direct or indirect ownership, voting, governance, management, profit, distribution, or other economic right in the JV except for the limited sublicense approval and payment rights expressly provided in Sections 1.4 and 1.5. Nothing in this Agreement limits any governance or control rights SCTH has under the JV’s governing documents.

2 Ownership; Improvements; Development Control

2.1 Underlying Rights. Qstak retains legal title to the preexisting Q Stak intellectual property to the extent provided in the Master License, subject in all respects to SCTH's exclusive rights under the Master License. Qstak retains ownership of improvements, updates, enhancements, derivative works, and other developments of the Qsstak Licensed Assets to the extent provided in the Master License, and all such developments automatically remain Licensed Assets subject to SCTH’s exclusive rights under the Master License without additional consideration. SCTH retains all right, title, and interest in its independently developed intellectual property and all other rights allocated to SCTH under the Master License. The JV receives only the limited sublicense expressly granted by this Agreement and acquires no ownership interest in the Sublicensed IP.

2.2 JV Modifications and Improvements. All modifications, derivative works, configurations, integrations, enhancements, updates, adaptations, extensions, and improvements to or of the Sublicensed IP that are conceived, created, developed, reduced to practice, or acquired by or for the JV (collectively, “JV Improvements”) shall be owned by Qstak only to the extent they are improvements or derivative works of the Qstak Licensed Assets. Any such Qstak-owned JV Improvements shall automatically become Licensed Assets subject to SCTH’s exclusive rights under the Master License and this Agreement, without additional consideration. Any JV Improvement that is independently developed SCTH or JV technology and is not an improvement or derivative work of the Qstak Licensed Assets shall be owned as otherwise provided in this Agreement or the JV’s governing documents. The JV shall execute, and shall cause its personnel and contractors to execute, all further instruments requested by SCTH to evidence, perfect, record, maintain, or enforce SCTH’s licensed rights in any Qstak-owned JV Improvement and SCTH’s ownership rights in any SCTH-owned technology. The JV shall not challenge or assist any Person in challenging SCTH’s rights in any JV Improvement subject to the Master License or this Agreement.

2.3 Standalone JV Technology. Intellectual property created solely by or for the JV that does not constitute a modification, derivative work, configuration, integration, enhancement, update, adaptation, extension, or improvement of Sublicensed IP and is not developed using SCTH Confidential Information or other SCTH-owned technology (“Standalone JV Technology”) shall be owned as provided in the JV’s

governing documents. For clarity, Qstak shall have no ownership interest in Standalone JV Technology solely because it is used with, interoperates with, or is incorporated into a Licensed Product or the Sublicensed IP. To the extent the JV owns any Standalone JV Technology that is used with, interoperates with, is necessary or useful to, or is incorporated into any Licensed Product, the JV grants SCTH a perpetual, irrevocable, worldwide, fully paid, royalty-free, transferable, sublicensable, nonexclusive license to use, reproduce, modify, create derivative works from, host, perform, display, distribute, make, have made, import, offer for sale, sell, support, and otherwise exploit that Standalone JV Technology for any purpose connected with SCTH's exercise of its Master License rights, continuation or transition of Licensed Products, or protection of SCTH's business interests. Such license survives termination of this Agreement.

2.4 Personnel and Contractor Rights. Before any employee, contractor, developer, consultant, or other contributor performs work involving Sublicensed IP or Licensed Products, the JV shall obtain written confidentiality and invention-assignment obligations sufficient to give effect to this Section 2. Upon SCTH's request, the JV shall provide reasonable evidence of compliance and shall cause such Persons to execute confirmatory assignments or other instruments necessary to vest rights in SCTH.

2.5 Development, Branding, and IP Protection. SCTH shall have the right to establish reasonable written requirements concerning architecture, interoperability, cybersecurity, open-source use, material modifications to Sublicensed IP, branding, trademark use, filings or registrations relating to JV Improvements, and protection of the Sublicensed IP. The JV shall not file or prosecute any patent, copyright, trademark, domain-name, or other intellectual-property application that incorporates, claims, is based on, or could impair the Sublicensed IP or SCTH’s rights without SCTH's prior written consent. Use of Qstak marks shall remain subject to the quality-control provisions of the Master License, as administered through SCTH. The JV shall follow SCTH’s written brand and quality directions concerning such marks.

3 Operating Control and Responsibilities

3.1 Operational Responsibilities. The JV is responsible for the lawful day-to-day operation of Licensed Products, customer terms, privacy, data protection, security, support, and the acts and omissions of its personnel, contractors, and service providers. The JV shall operate Licensed Products in a manner consistent with the Master License, this Agreement, Applicable Law, and any reasonable written requirements issued by SCTH concerning protection or authorized use of the Sublicensed IP.

3.2 Reserved SCTH Approval Rights. Without limiting any rights SCTH possesses under the JV’s governing documents, the JV shall obtain SCTH’s prior written approval before: (a) materially changing the architecture or principal functionality of a Licensed Product in a manner affecting Sublicensed IP; (b) making Sublicensed IP available to a material third party other than an ordinary-course customer or approved service provider; (c) entering into any license, distribution, white-label, OEM, strategic alliance, or similar arrangement that grants a third party material rights involving Sublicensed IP provided that a standalone commercial sublicense to an unaffiliated third party is also subject to the limited approval requirements of Section 1.4; (d) introducing open-source or third-party code into Sublicensed IP where the applicable terms could require disclosure, licensing, or distribution of proprietary source code or otherwise impair SCTH's rights; (e) making a material change to security controls applicable to Sublicensed IP; or (f) selling, transferring, discontinuing, or materially restructuring a Licensed Product or material part of the business dependent on Sublicensed IP. These approval rights are contractual conditions on the sublicense and do not by themselves create or alter any formal governance rights under the JV’s organizational documents.

3.3 Security; Access; Incidents. The JV shall maintain commercially reasonable administrative, technical, and physical safeguards, restrict access to Sublicensed IP to Persons with a need to know, maintain access logs and appropriate backup and recovery procedures, and promptly notify SCTH of any

actual or suspected material security incident, unauthorized access, loss, disclosure, misappropriation, or compromise involving Sublicensed IP. SCTH may require reasonable remediation measures and may suspend affected access or use until the issue is contained.

3.4 Books, Records, Reporting, and Audit. The JV shall maintain complete and accurate records reasonably sufficient to establish compliance with this Agreement, including records of persons with access to Sublicensed IP, material third-party uses, deployments, material modifications, security incidents, open-source components, and Licensed Products. The JV shall provide SCTH such operational and compliance reports as SCTH reasonably requests. SCTH may, on reasonable notice, inspect relevant records and systems for compliance, not more than twice annually unless SCTH reasonably suspects a breach, security issue, misuse, or other material risk, in which event no frequency limitation applies. Any inspection shall be conducted in a manner designed to minimize unreasonable disruption.

3.5 No Agency; No Authority to Bind SCTH. The JV shall not hold itself out as SCTH's agent and has no authority to bind SCTH, amend the Master License, waive any SCTH right, make any representation or warranty on SCTH’s behalf, or incur any obligation for SCTH without SCTH's express prior written authorization.

4 Confidentiality; Third-Party Rights; Enforcement

4.1 Confidentiality. The JV shall use confidential Sublicensed IP and SCTH Confidential Information solely for authorized purposes, disclose it only to personnel and approved service providers with a need to know who are bound by appropriate written obligations, and protect it using at least commercially reasonable care. Public information, independently developed information, information rightfully received from a third party without duty, and legally compelled disclosure are excluded, provided the JV gives advance notice where legally permitted. Trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law; all other Confidential Information shall remain protected during the Term and for at least five years thereafter.

4.2 Third-Party and Open-Source Rights. The JV shall comply with third-party licenses, restrictions, and open-source obligations applicable to Sublicensed IP that SCTH identifies in writing. The JV shall not take any action that subjects Sublicensed IP, SCTH-owned technology, JV Improvements, or other proprietary code to a copyleft, source-disclosure, patent-retaliation, or other obligation that could impair SCTH's rights without SCTH's prior written approval.

4.3 Enforcement and Infringement Matters. The JV shall promptly notify SCTH of any suspected infringement, misappropriation, unauthorized use, ownership claim, or other violation involving Sublicensed IP or JV Improvements. As between SCTH and the JV, SCTH shall have the sole and exclusive right, but not the obligation, to determine whether and how to investigate, prosecute, defend, settle, or otherwise address such matter, subject to the Master License. The JV shall reasonably cooperate at SCTH's request. The JV shall not send a cease-and-desist letter, file or settle a claim, admit invalidity or noninfringement, grant a covenant not to sue, or otherwise compromise rights in Sublicensed IP or JV Improvements without SCTH’s prior written consent.

5 Warranties; Indemnity; Liability

5.1 SCTH Limited Representation. SCTH represents only that, as of the Effective Date, the Master License is effective and authorizes SCTH to grant the sublicense stated in this Agreement, subject to the limitations and restrictions disclosed under the Master License. Except for the foregoing express representation, the Sublicensed IP is provided to the JV on an AS IS and AS AVAILABLE basis to the maximum extent permitted by law. SCTH does not independently warrant Qstak’s title, performance, commercial success, uninterrupted operation, fitness for a particular purpose, or noninfringement beyond rights or remedies actually available to SCTH under the Master License.

5.2 JV Representations and Covenants. The JV represents, warrants, and covenants that it is duly organized and authorized to enter into this Agreement; will use the Sublicensed IP only as permitted; will not knowingly infringe or misappropriate third-party rights in its operation of Licensed Products; will comply with Applicable Law; and will not take any action that causes SCTH to breach the Master License.

5.3 JV Indemnification. The JV shall defend, indemnify, and hold harmless SCTH, its Affiliates, financing sources, licensors, sublicensees, and their respective officers, directors, employees, agents, successors, and assigns from and against all claims, losses, liabilities, damages, judgments, settlements, penalties, costs, and reasonable attorneys' fees arising out of or relating to: (a) the JV’s breach of this Agreement; (b) operation, marketing, sale, support, or use of Licensed Products by or through the JV; (c) unauthorized modification, disclosure, use, sublicensing, or transfer of Sublicensed IP; (d) acts or omissions of the JV’s personnel, contractors, customers, or service providers to the extent attributable to the JV; (e) violation of law, privacy, data-security, or consumer-protection obligations by the JV; or (f) any claim arising from Standalone JV Technology or other materials supplied by the JV, except in each case to the extent finally determined to have resulted solely from SCTH’s willful misconduct or knowing violation of law.

5.4 Pass-Through of Master License Remedies. SCTH may, in its sole discretion and subject to the Master License, pursue or pass through for the JV’s benefit any warranty, indemnity, defense, or other remedy that SCTH has against Qstak to the extent applicable to a claim affecting the JV. SCTH has no obligation to advance funds, commence litigation, compromise its own rights, or guarantee Qstak’s performance, and no failure by Qstak shall create independent liability of SCTH to the JV.

5.5 Limitation of SCTH Liability. To the maximum extent permitted by law, SCTH shall not be liable to the JV for indirect, incidental, consequential, special, exemplary, punitive, or multiplied damages, including lost profits, lost revenue, loss of business opportunity, diminution in value, or loss of data, arising out of or relating to this Agreement. The foregoing exclusion shall not apply to liability to the extent finally determined by a court of competent jurisdiction to result from SCTH’s fraud, gross negligence, willful misconduct, or breach of a fiduciary duty that cannot lawfully be waived or limited by contract. Nothing in this Section expands or creates any fiduciary duty that does not otherwise exist under Applicable Law or the JV’s governing documents. For the avoidance of doubt, this Section limits categories of recoverable damages but does not impose a nominal or fixed-dollar cap on SCTH’s liability for direct damages.

6 Term; Suspension; Termination; Effect

6.1 Term. The Term begins on the Effective Date and continues only while SCTH holds the applicable rights under the Master License, unless earlier suspended or terminated under this Agreement. The continuation of the Master License does not obligate SCTH to continue this sublicense.

6.2 SCTH Suspension and Termination Rights. SCTH may suspend some or all access to or use of Sublicensed IP immediately upon written notice if SCTH reasonably determines that continued use presents a security, infringement, legal, regulatory, reputational, contractual, or material business risk; threatens the Sublicensed IP; or could cause SCTH to breach the Master License. SCTH may terminate this Agreement, in whole or in part: (a) for the JV’s material breach that remains uncured ten (10) Business Days after notice; (b) immediately for unauthorized sublicensing or transfer, misuse or misappropriation of Sublicensed IP, material security breach, fraud, willful misconduct, insolvency, dissolution, cessation of material business operations, or conduct that threatens SCTH’s rights under the Master License; or (c) for convenience upon thirty (30) days’ written notice. SCTH’s exercise of any suspension or termination right under this Agreement shall not itself constitute a breach of any JV governing document unless expressly stated otherwise in that document.

6.3 JV Termination. The JV may terminate this Agreement on ninety (90) days’ prior written notice, provided termination does not relieve the JV of accrued obligations or obligations intended to survive. The JV has no right to terminate the Master License or impair SCTH's rights thereunder.

6.4 Effect of Master License Changes. This sublicense automatically narrows, suspends, or ends only to the extent necessary if SCTH’s corresponding right under the Master License lawfully narrows, suspends, or ends. If SCTH retains the applicable Master License rights, including any rights that survive a breach, bankruptcy, rejection, or termination of the Master License, this sublicense does not automatically terminate; SCTH alone may determine whether and to what extent the JV may continue exercising rights under this Agreement. The JV acquires no direct license from Qstak by reason of termination, expiration, rejection, or other change in the Master License.

6.5 Effect of Termination. Upon expiration or termination, the JV shall immediately cease all use of Sublicensed IP except to the extent SCTH expressly authorizes a written transition or customer wind-down. Any wind-down right is subject to SCTH’s scope, conditions, security requirements, and termination right and may not exceed the corresponding rights SCTH holds under the Master License. At SCTH's election, the JV shall return or destroy confidential copies of Sublicensed IP, except archival copies required by law. Termination does not affect SCTH's ownership of JV Improvements, SCTH’s license to Standalone JV Technology, accrued rights, confidentiality, indemnification, audit rights, enforcement rights, limitations of liability, or provisions intended by their nature to survive.

7 General Terms

7.1 Relationship to Master License; Priority. This Agreement is subordinate to and shall be interpreted consistently with the Master License. Nothing in this Agreement, including Qstak’s execution, consent, acknowledgment, or performance hereunder, shall amend, modify, waive, diminish, condition, restrict, impair, or otherwise affect any right, remedy, protection, discretion, authority, or control of SCTH under the Master License. If a provision of this Agreement conflicts with the Master License, the Master License controls solely to the extent necessary to preserve SCTH’s rights and obligations under the Master License; otherwise, as between SCTH and the JV, the provision that affords SCTH the greater protection or control over the Sublicensed IP shall govern. Any ambiguity shall be resolved, to the maximum extent permitted by law, in a manner that preserves SCTH's rights under the Master License and does not enlarge Qstak’s rights or remedies beyond those expressly provided in the Master License.

7.2 Qstak Consent and Limited Sublicense Approval Rights. Qstak irrevocably consents to this sublicense as contemplated by the Master License and acknowledges SCTH's exclusive right, as between Qstak and SCTH, to administer, interpret, modify, suspend, restrict, and terminate this sublicense in accordance with this Agreement and the Master License. Qstak is not a party to the economic or governance arrangements between SCTH and the JV and has no approval, consent, voting, management, operational, or veto right with respect to the JV or this Agreement, except for the limited approval right expressly provided in Section 1.4 with respect to a standalone commercial sublicense to an unaffiliated third party. No amendment between SCTH and the JV requires Qstak’s consent so long as the amendment does not purport to grant rights in Qstak intellectual property broader than SCTH is then authorized to grant under the Master License or alter Qstak’s express rights under Sections 1.4 or 1.5. Qstak shall execute any further consent, acknowledgment, confirmatory instrument, or other document reasonably requested by SCTH to evidence, perfect, preserve, protect, or enforce this sublicense, without additional consideration.

7.3 Limited Status and No Independent Qstak Enforcement Rights. Qstak joins this Agreement solely for the limited purposes expressly stated herein. Any rights Qstak may have as a holder of SCTH Series B Preferred Stock or any Series A Preferred Stock arise solely under SCTH’s articles of incorporation, applicable certificates of designation, and the Master License, and do not give Qstak any rights in the JV or under this Agreement. Except for provisions that expressly impose an obligation on Qstak or preserve

an express right of Qstak under the Master License, or the limited rights expressly provided in Sections 1.4 and 1.5, Q stak shall have no independent claim, cause of action, approval right, consent right, enforcement right, remedy, or third-party-beneficiary right under this Agreement against SCTH, the JV, or any of their Affiliates, owners, directors, officers, employees, contractors, customers, financing sources, successors, or assigns. Qstak may not rely on this Agreement to expand, accelerate, or otherwise modify any right or remedy it has under the Master License.

7.4 No Direct Dealing with JV. Without SCTH’s prior written consent, Qstak shall not directly or indirectly grant, offer, negotiate, promise, amend, waive, terminate, or purport to grant, amend, waive, or terminate any license, sublicense, consent, covenant, authorization, settlement, or other right or arrangement relating to any Licensed Asset or Sublicensed IP with the JV or on the JV’s behalf. Qstak shall not enter into any agreement or arrangement with the JV that conflicts with, bypasses, diminishes, or could reasonably impair SCTH's rights, control, economics, or contractual position under the Master License, this Agreement, or the JV's governing documents. Any purported action in violation of this Section is ineffective as against SCTH to the fullest extent permitted by law. Nothing in this Section prevents Qstak from exercising the limited approval right in Section 1.4 through a written response directed to SCTH, but that right does not authorize Qstak to negotiate directly with the JV or any proposed sublicensee on SCTH’s behalf.

7.5 Qstak Non-Interference. Qstak shall not, directly or indirectly, interfere with, challenge, impair, condition, restrict, suspend, terminate, circumvent, or attempt to circumvent SCTH's administration of this Agreement or the JV’s exercise of rights expressly authorized by SCTH under this Agreement. Q Stak shall not communicate any purported instruction, restriction, suspension, termination, or modification of rights under the Sublicensed IP directly to the JV or any JV customer, contractor, service provider, financing source, or other business counterparty except through SCTH or with SCTH’s prior written consent. Nothing in this Section prevents Qstak from asserting directly against SCTH an express right or remedy available to Qstak under the Master License. For clarity, Qstak’s exercise in good faith of the limited approval right expressly provided in Section 1.4 shall not expand Qstak’s control over the JV, the Master License, or SCTH’s ordinary-course commercialization activities.

7.6 Assignment. SCTH may assign, delegate, transfer, pledge, or otherwise dispose of this Agreement or any right hereunder, in whole or in part, without the JV’s or Qstak’s consent, to any Person to whom SCTH may assign or sublicense corresponding rights under the Master License, including an Affiliate, financing source, successor, acquirer, or transferee of all or any material portion of SCTH’s interest in the Licensed Business or the JV. The JV may not assign, delegate, transfer, pledge, encumber, or otherwise dispose of this Agreement or any right hereunder without SCTH’s prior written consent. Any prohibited transaction is void as against SCTH.

7.7 Governing Law; Forum. Wyoming law governs without regard to conflict-of-law rules. At SCTH’s election, any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Wyoming or in the jurisdiction of SCTH’s then-current principal place of business. The JV and Qstak irrevocably submit to the jurisdiction and venue of the forum selected by SCTH and waive objections based on venue, forum non conveniens, or similar grounds.

7.8 Notices. Notices must be sent to the addresses and emails stated in Schedule B in the manner specified in the Master License, unless SCTH establishes another reasonable notice procedure in writing for notices between SCTH and the JV.

7.9 Amendments; Waivers. Amendments between SCTH and the JV require a writing signed by SCTH and the JV. Qstak’s signature or consent is required only to the extent an amendment would modify Qstak’s express approval or payment rights under Sections 1.4 or 1.5 or grant rights in Qstak intellectual property broader than SCTH is authorized to grant under the Master License. No waiver by SCTH is

continuing unless expressly stated in writing, and no delay or failure by SCTH to exercise a right constitutes a waiver.

7.10 Independent Entities; Governance Documents. SCTH and the JV are separate legal entities. Nothing in this Agreement itself creates a partnership, fiduciary relationship, agency, or formal management right not otherwise existing under the JV’s governing documents. The contractual approval, suspension, termination, ownership, audit, and other protections granted to SCTH under this Agreement are conditions on the sublicense and are in addition to, and do not limit, SCTH's rights under the JV’s governing documents.

7.11 Further Assurances. The JV and Qstak shall, at no additional charge to SCTH, execute and deliver such further assignments, consents, acknowledgments, access authorizations, recordable instruments, and other documents, and take such further actions, as SCTH reasonably requests to effectuate, evidence, perfect, record, preserve, protect, maintain, or enforce SCTH’s rights under this Agreement, the sublicense, or the Master License. This obligation is continuing and survives the Effective Date, performance, expiration, and termination to the extent necessary to preserve surviving rights.

7.12 Entire Agreement; Severability; Counterparts. This Agreement and Schedules A and B constitute the entire agreement between SCTH and the JV solely with respect to the sublicense of the Sublicensed IP, subject always to the Master License and the JV’s separate governing documents with respect to ownership and governance matters. If any provision is unenforceable, it shall be enforced to the maximum extent permitted and the remaining provisions shall remain effective. Counterparts and electronic signatures are effective as originals.

Signatures

SECURETECH INNOVATIONS INC.

By: ______________________________

Name: J. Scott Sitra

Title: President and Chief Executive Officer

Date: _____________________________

QSTAK MARKET, LLC

By: ______________________________

Name: J. Scott Sitra

Title: Manager

Date: _____________________________

QSTAK HOLDING, LLC

(limited consent, acknowledgment, and covenants only)

By: ______________________________

Name: Ricky Weiner

Title: General Manager

Date: _____________________________

Schedule A - Sublicensed IP

The Sublicensed IP initially consists of those Licensed Assets under the Master License that SCTH identifies or makes available to the JV in writing from time to time. SCTH may supplement, revise, replace, withdraw, suspend, or restrict items on this Schedule in accordance with Section 1.3. The absence of an item from this Schedule does not limit SCTH’s rights under the Master License or require SCTH to make that item available to the JV.

Schedule B - Notices

SCTH address and email: 2355 Highway 36 West, Suite 400, Roseville, MN 55113; ssitra@securetechinnovations.com.

JV address and email: 2355 Highway 36 West, Suite 400, Roseville, MN 55113; ssitra@securetechinnovations.com.

Q Stak address and email for consent notices: 3101 Highway 421, Suite A, Bristol, TN 37620; rcw@qstakchain.com.

EX-10.4 — LIMITED LIABILITY COMPANY OPERATING AGREEMENT

EX-10.4

Filename: ex104.htm · Sequence: 6

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

QSTAK MARKET, LLC

This Limited Liability Company Operating Agreement (this “Agreement”) is entered into effective as of October 22, 2026, by Piranha Blockchain, Inc., a Wyoming corporation (“Piranha”) and wholly owned subsidiary of SecureTech Innovations, Inc. (“SecureTech”), Qstak Holding, LLC (“Qstak”), and Craft Capital Management LLC (“Craft”), as members (each a “Member”), and by SecureTech solely for purposes of Section 3.6, with respect to Qstak Market, LLC, a Wyoming limited liability company (the “Company”), in connection with the Joint Venture Agreement dated October 22, 2026 among SecureTech, Piranha, Qstak and Craft (the “JVA”). Capitalized terms used but not defined in this Agreement have the meanings given in the JVA.

RECITALS

(A)SecureTech, Qstak and Craft are entering into this Agreement in connection with the JVA, and the Company is the limited liability company vehicle for the parties’ joint venture. Each Member acknowledges that it has made the representations and warranties applicable to it in the JVA, and no additional representations or warranties are made in this Agreement.

(B)The Company will hold and exploit rights in the Licensed Assets as sublicensed to it under the Royalty-Free Intellectual Property Sublicense Agreement (the “JV Sublicense”), subject to the Exclusive Intellectual Property License Agreement (the “ELA”), as set forth in the JVA.

(C)The Members intend initial Percentage Interests of 57% for Piranha (holding SecureTech’s interest as provided in Section 3.6), 38% for Qstak and 5% for Craft, subject to dilution under this Agreement. Craft’s Units are issued as a profits interest as provided in Section 3.5.

1.FORMATION; PURPOSE; TERM

1.1The Company has been formed by filing Articles of Organization under the Wyoming Limited Liability Company Act (the “Act”). This Agreement governs the Company and supersedes contrary default provisions of the Act to the maximum extent permitted. The Company’s name is Qstak Market, LLC; its state of formation is Wyoming; and its principal office, registered office and registered agent are stated on Schedule A and may be changed by the Management Committee in accordance with the Act.

1.2The Company’s purpose is to hold and exploit rights in the Licensed Assets as sublicensed to it under the JV Sublicense, subject to the ELA, as set forth in the JVA, and to engage in lawful activities incidental thereto. The Company may not pursue a materially unrelated line of business without Reserved Matter Approval.

1.3The Company continues until dissolved under this Agreement or the Act. Title to Company assets is held solely in the Company’s name. No Member has an interest in specific Company property or authority to bind the Company solely by reason of being a Member.

2.DEFINITIONS

“Affiliate” means, with respect to a person, any entity that controls, is controlled by or is under common control with that person.

“Agreed Valuer” means a nationally recognized independent valuation specialist unanimously selected by all Members.

“Business Day” means a day other than Saturday, Sunday or a bank holiday.

“Capital Proceeds” means the cash and other property received by the Company from a Capital Transaction (or, in a Capital Transaction described in clause (b) of that definition, received by the Members), net of the expenses of the transaction, amounts applied to Company liabilities and reasonable reserves established in connection with the transaction. Capital Proceeds are not Net Income.

Page 1

“Capital Transaction” means (a) any sale, exchange, transfer or other disposition of all or substantially all of the Company’s assets, or of any Company asset outside the ordinary course of business; (b) any merger, consolidation, conversion or reorganization of the Company, or any sale or exchange of all or substantially all of the outstanding Units, in which the Members receive cash, securities or other consideration; (c) any financing or refinancing of Company assets to the extent the proceeds are distributed to the Members; (d) any casualty or condemnation recovery that is not reinvested; (e) any distribution of capital contributions or of the unexpended proceeds of a Capital Call; and (f) the dissolution and liquidation of the Company.

“Capital Units” means all Units other than the Profits Interest Units, including any Units issued after the Closing in exchange for capital contributions.

“Fair Market Value” or “FMV” means value determined on a going-concern basis using customary valuation methods, without minority or marketability discounts unless this Agreement expressly provides otherwise.

“Distributable Cash” means cash available for distribution after payment or provision for Company expenses, liabilities, debt service and reasonable reserves.

“Distribution Threshold” means, with respect to the Profits Interest Units, the amount that would have been distributed to the holders of the Capital Units if, immediately after the issuance of the Profits Interest Units, the Company had sold all of its assets for their Fair Market Value, paid or provided for its liabilities and distributed the net proceeds in liquidation, which amount shall equal the Fair Market Value of the Company’s equity as of the Closing (as defined in Section 19.2 of the JVA) as set forth in the Closing Valuation Report and, until the Closing Valuation Report is delivered, shall be deemed to be $22,000,000 (the Initial Agreed Valuation under Section 3.3 of the JVA), in each case as increased under Section 6.4(e). After the Closing Valuation Report is delivered, the Distribution Threshold shall be adjusted only to conform to the Fair Market Value of the Company’s equity as of the Closing as finally determined under Section 11.4 of this Agreement and Section 19.12 of the JVA, and not for any later change in the value of the Company; provided that, if any taxing authority finally determines that such Fair Market Value was in fact greater than the amount so determined, the Distribution Threshold shall be automatically increased, effective as of the issuance of the Profits Interest Units, to the extent necessary to ensure that the Profits Interest Units constitute a “profits interest” within the meaning of Revenue Procedures 93-27 and 2001-43, and the Management Committee shall be entitled to make appropriate corrective allocations and distribution adjustments to give effect to such increase.

“JVA” means the Joint Venture Agreement dated October 22, 2026 among the Members, as amended in accordance with its terms.

“Licensed Assets” means all assets constituting “Licensed Assets” as defined in the ELA, as made available to the Company under the JV Sublicense.

“Management Committee” means the committee of managers described in Section 4.

“Net Income” means cash receipts (other than Capital Proceeds) less ordinary operating expenses, reserves, debt service and other amounts approved in the budget, with taxable income and loss determined under federal tax principles.

“Percentage Interest” means a Member’s Units divided by all outstanding Units, as adjusted under this Agreement.

“Profits Interest Units” means the 5,000 Units issued to Craft under Section 3.1(c) as a profits interest, as described in Section 3.5.

“Reserved Matter Approval” means approval of the Management Committee and Members holding at least 75% of Percentage Interests, including the affirmative vote of Qstak while it holds at least 20%, except for matters expressly requiring unanimous consent. For clarity, nothing in this Agreement limits Craft’s consent rights under Section 7.4 of the JVA with respect to any dilution other than dilution resulting from a Capital Call or any amendment that adversely affects Craft’s economic rights.

3.MEMBERS; UNITS; CAPITALIZATION

3.1At the Closing (as defined in Section 19.2 of the JVA), the Company shall issue 100,000 Units as follows:

(a) Piranha: 57,000 Units (57%);

(b) Qstak: 38,000 Units (38%); and

The Unit ledger shall reflect these issuances and any later issuances under this Agreement.

3.2Each Member shall make the initial capital contribution, if any, described for that Member on Schedule B. Craft makes no capital contribution for its Units, and Schedule B shall reflect no capital contribution or capital account

Page 2

credit for Craft in respect of the Profits Interest Units. The Members acknowledge that the JVA governs the commercial terms and other obligations relating to the Licensed Assets and the parties’ contributions to the joint venture; this Agreement governs the Company’s internal capitalization and capital accounts. All license consideration payable or issuable to Qstak under the ELA, including SecureTech Series B Preferred Stock, is solely SecureTech’s obligation, is not a Company obligation or expense, and does not by itself create, increase or adjust any Member’s Units or Percentage Interest. Any Company tax, book-capital-account or reporting adjustment required to reflect the Closing Valuation Report, the per-tranche FMV of the Series B Preferred Stock or applicable tax law shall be made under Sections 3.4 and 11.4 and shall not convert the ELA consideration into a Company obligation; any rights Qstak has as a SecureTech stockholder arise solely under SecureTech’s governing documents.

3.3Except as expressly set forth in the JVA or a separate signed writing, no Member is required to make an additional contribution, lend money or guarantee obligations. No Member may withdraw capital or demand property distributions. Units are securities and have not been registered under federal or state securities laws.

3.4The Company shall maintain a Unit ledger and capital accounts under Treasury Regulations Section 1.704-1(b), including required book-ups. Following the Closing, the Company shall make any post-Closing true-up to capital accounts, tax basis schedules and related tax reporting required to reflect the Closing Valuation Report and the Agreed Valuer’s per-tranche FMV determinations for Series B Preferred Stock, rather than relying solely on the $22,000,000 Stated Value, and shall report consistently with Section 11.4. Upon any issuance of Units, the Company shall revalue Company property and book up capital accounts as required by Treasury Regulations Section 1.704-1(b)(2)(iv)(f). The capital accounts of the holders of the Capital Units shall be credited with the full Fair Market Value of the property contributed to the Company at the Closing, as set forth in the Closing Valuation Report (and shall be trued up under Section 11.4 to reflect it), and Craft’s capital account in respect of the Profits Interest Units shall be zero immediately after their issuance. Any Section 704(c) built-in gain or loss shall be allocated using the remedial method under Treasury Regulations Section 1.704-3(d). No Member is entitled to interest on capital.

3.5The Profits Interest Units are issued to Craft in consideration of services rendered to and for the benefit of the Company in anticipation of Craft becoming a Member, and not for any capital contribution. They are intended to constitute a “profits interest” within the meaning of Revenue Procedure 93-27, 1993-2 C.B. 343, as clarified by Revenue Procedure 2001-43, 2001-2 C.B. 191, and this Agreement shall be interpreted and applied consistently with that intent. Accordingly: (a) Craft’s capital account in respect of the Profits Interest Units is zero immediately after their issuance, and the Profits Interest Units carry no right to share in the proceeds of a hypothetical sale of the Company’s assets at Fair Market Value and liquidation of the Company immediately after their issuance; (b) the Profits Interest Units are fully vested on issuance and are not subject to forfeiture or to any requirement of future services; (c) the Profits Interest Units have the same voting, information and other rights, and the same rights to distributions under Sections 6.1 and 6.2, as the other Units, and share in Capital Proceeds and in distributions on dissolution only as provided in Sections 6.4 and 13.2 (for the avoidance of doubt, the voting rights of the Profit Interest Units do not expand Craft’s consent or approval rights beyond those expressly set forth in Section 7.4 of the JVA; (d) the Company and each Member shall treat Craft as the owner of the Profits Interest Units from the date of their issuance, with Craft taking into account its distributive share of the Company’s income, gain, loss, deduction and credit from that date, shall not claim any deduction or capitalized cost for the value of the Profits Interest Units at issuance, on vesting or at any later time, shall treat the issuance as a non-taxable event in accordance with Revenue Procedures 93-27 and 2001-43, and shall not take any inconsistent position on any tax return or in any tax proceeding except as required by a final determination of a taxing authority; (e) Craft shall, within 30 days after the issuance of the Profits Interest Units, timely file a protective election under Section 83(b) of the Code with respect to the Profits Interest Units reporting an amount included in income of $0, and shall promptly deliver to the Company evidence of such filing; the Company shall cooperate with such filing, and if Craft fails to make such filing, Craft shall be solely liable for all resulting taxes, interest and penalties; (f) no true-up or adjustment under Section 3.4 or Section 11.4 of this Agreement or Section 3.4 of the JVA shall credit any amount to Craft’s capital account in respect of the Profits Interest Units or otherwise cause the Profits Interest Units to be other than a profits interest, and the Distribution Threshold shall be adjusted only as provided in its definition; (g) Craft acknowledges that (i) it has obtained independent tax advice regarding the Profits Interest Units and is not relying on the Company, any other Member or their advisors for any tax advice, and neither the Company nor any other Member makes any representation regarding the tax treatment of the Profits Interest Units; (ii) the Profits Interest Units may be subject to Section 1061 of the Code; (iii) the Profits Interest Units are not compensation for any specific transaction or a fixed fee; and (iv) any guaranteed payments to Craft will be subject to self-employment tax, and Craft will not be treated as an employee of the Company for wage withholding or other purposes; and (h) any brokerage, finder’s or similar fee payable to Craft or its Affiliates shall be documented in a separate written agreement, and the value of and distributions on the Profits Interest Units shall not be determined by reference to any such fee.

Page 3

3.6Piranha holds the Units allocated to SecureTech, as provided in Section 3.8 of the JVA. Except for references to SecureTech as the issuer of the Series B Preferred Stock or other SecureTech securities, as a party to the ELA, the JV Sublicense or the Stock Purchase Agreement, or as the parent entity that controls and consolidates the Company through Piranha under Section 4.7, all references in this Agreement to SecureTech as a Member or holder of Units, including with respect to the designation of managers, voting, consents, capital accounts, allocations, distributions, transfers and service as Partnership Representative, refer to Piranha. SecureTech shall cause Piranha to perform its obligations under this Agreement. Notices to Piranha shall be given to SecureTech at its address in Section 14.2.

3.7Craft shall indemnify and hold harmless the Company and the other Members from and against any tax (including any imputed underpayment under Section 6225 of the Code), interest, penalties and additions to tax arising from any determination that the Profits Interest Units do not constitute a “profits interest” or from any recharacterization of the issuance of, or payments in respect of, the Profits Interest Units (including under Section 707(a)(2)(A) of the Code). The Company may offset any amount owed under this Section 3.7 against any distributions otherwise payable to Craft. No amount payable under this Section 3.7 shall be grossed up for taxes. This Section 3.7 shall survive Craft’s withdrawal or ceasing to be a Member and any transfer of the Profits Interest Units.

3.8Notwithstanding Sections 4.6 and 14.1, the Management Committee may, without the consent of any other Member, make any safe harbor election that becomes available with respect to the Profits Interest Units under future Treasury Regulations, Revenue Procedures or other guidance (including guidance regarding allocations upon forfeiture), and may amend this Agreement to the extent reasonably necessary to comply with such guidance and to preserve the treatment of the Profits Interest Units as a profits interest; provided that no such amendment shall disproportionately and adversely alter any Member’s economic rights without that Member’s consent. Each Member shall execute such documents and take such actions as are reasonably necessary to give effect to any such election.

4.MANAGEMENT AND GOVERNANCE

4.1The Company is manager-managed. The Management Committee initially consists of three managers: two designated by SecureTech and one designated by Qstak. Craft may designate one nonvoting observer while it holds at least 3% interest in the Company. The observer receives the same materials, subject to privilege, conflicts and confidentiality. A designating Member may remove and replace its designee by notice.

4.2A majority of seated voting managers constitutes a quorum. Management Committee action requires majority approval unless this Agreement requires a greater vote. The SecureTech designees may approve ordinary-course decisions within an approved budget, but no manager may authorize a Reserved Matter unilaterally. Meetings may occur by remote communications and action may be taken by written consent.

4.3The Management Committee appoints officers and may authorize agents, and approves the annual strategy, budget, banking, controls, insurance and compliance policies. Officers serve at the Management Committee’s pleasure. No Member is entitled by ownership alone to a salary, management fee, consulting fee, carried interest, preferential payment or reimbursement. Bona fide arm’s-length services require a written agreement and Reserved Matter Approval, excluding the interested Member’s vote where required by law.

4.4Reserved Matters include: amending organizational documents; issuing equity except under an approved Capital Call; merger, conversion, recapitalization or sale of substantially all assets; a material change to the Company’s purpose; bankruptcy; transfer of material Company assets; or any action disproportionately adverse to a Member.

4.5Unanimous Member consent is required to alter a Member’s Percentage Interest other than expressly through Section 7, impose mandatory funding under this Agreement, pay a management fee or preferential distribution (other than as provided in Section 6.4), amend the pro rata distribution rule, amend this Section 4.5, or waive the prohibition on Member expense reimbursement.

4.6Consistent with Section 7.2 of the JVA and notwithstanding anything to the contrary in this Agreement, the following actions require the prior unanimous written consent of all Members: (a) admitting any new Member; (b) amending this Agreement; (c) dissolving the Company; (d) granting any lien on any Company asset outside the ordinary course of business; (e) approving the pricing and material terms of any transaction with a Member or Affiliate (each, a “Related Party Transaction”); (f) issuing any Capital Call when the aggregate amount exceeds $100,000; or (g) incurring indebtedness above $100,000.

4.7Consistent with Section 7.6 of the JVA, the Members intend that SecureTech controls the Company and consolidates it for financial reporting purposes. The approval rights of Qstak and Craft under Sections 4.4 and 4.5 and the unnumbered unanimous Member consent paragraph and Section 7.4 of the JVA are protective rights only, and all other decisions regarding the Company’s business and affairs are made by the Management Committee by majority vote. No Member has any right to require the Company, SecureTech or any of their Affiliates to purchase, redeem or otherwise acquire its Units.

Page 4

4.8

5.COMPANY OPERATIONS; EXPENSES

5.1The Company shall record and collect revenue generated from the Licensed Assets in accordance with the JVA, and Members shall promptly remit misdirected receipts without offset. Company books shall be maintained under GAAP for reporting and federal tax principles for tax returns.

5.2Ordinary operating expenses directly related to ongoing operations are deducted from gross revenue before Net Income. The Company bears only expenses incurred for its business and approved under the budget or authority matrix. Each Member bears its own formation, negotiation, overhead, travel, advisory and other Member-level expenses unless all other Members unanimously approve reimbursement in writing.

5.3No Member, manager or Affiliate may receive management fees, salaries or preferential payments by virtue of ownership alone, except as provided in Section 6.4 with respect to Capital Proceeds. Approved employee compensation and arm’s-length vendor payments are permitted if commercially reasonable, disclosed and approved without participation by the interested person.

5.4The Company shall maintain commercially reasonable insurance, cybersecurity and internal controls and comply with applicable laws. The Management Committee shall establish policies reasonably necessary for Company operations.

6.DISTRIBUTIONS AND ALLOCATIONS

6.1Subject to law, lender restrictions and reasonable reserves, Distributable Cash shall be applied in the following order: (a) payment of Company expenses and liabilities; (b) funding of reasonable reserves; (c) tax distributions under Section 6.2; and (d) distribution of remaining Distributable Cash (other than Capital Proceeds, which shall be distributed under Section 6.4) to all Members strictly pro rata according to Percentage Interests at the record date. The Management Committee shall select distribution dates, provided that distributions shall be made at least quarterly. No Member has priority, except as provided in Section 6.4 with respect to Capital Proceeds. Royalties, license fees and other continuing payments received by the Company for any standalone commercial sublicense under Section 1.5 of the JV Sublicense or Section 2.2 of the ELA constitute Distributable Cash and shall be distributed under this Section 6.1.

6.2The Company shall endeavor to make tax distributions at least quarterly sufficient for each Member to pay assumed combined federal, state and local tax on allocated taxable income, reduced by prior tax distributions. For each Member that is a C corporation, the assumed rate shall be the highest combined federal, state and local corporate income tax rate reasonably applicable to that Member, determined annually based on then-current law and the Member’s applicable jurisdictions; for other Members, the assumed rate shall be the highest combined rate reasonably applicable to that Member. Within 90 days after year-end, or promptly after final tax reporting is available, the Company shall calculate an annual true-up against each Member’s allocable taxable income and applicable assumed rate, and any deficiency or excess shall be paid or credited against future distributions, or repaid if no future distributions are reasonably expected. Tax distributions are advances against other distributions and are pro rata to the extent practicable.

6.3Profits and losses shall generally be allocated in proportion to Percentage Interests, subject to regulatory allocations under Section 704(b) and remedial allocations under Treasury Regulations Section 1.704-3(d), including allocations required to give effect to Sections 3.4 and 11.4. Items attributable to a Capital Transaction shall be allocated as provided in Section 6.4(d). Withholding taxes paid for a Member are treated as distributions to that Member.

6.4Capital Proceeds shall be distributed to the Members, and consideration payable to the Members directly in a Capital Transaction described in clause (b) of the definition of that term shall be allocated among the Members, in the following order and priority (subject, in the case of a Capital Transaction described in clause (f) of that definition, to Section 13.2, it being intended that the allocations under Section 6.4(d) cause the amounts distributed under Section 13.2 to equal the amounts determined under this Section 6.4):

(a) first, to the holders of Capital Units, pro rata in accordance with their respective Capital Units, until the cumulative amount distributed under this Section 6.4(a) equals the Distribution Threshold;

(b) second, to the holders of Profits Interest Units, pro rata in accordance with their respective Profits Interest Units, until the cumulative amount distributed under this Section 6.4(b) equals the cumulative amount distributed under Section 6.4(a) multiplied by a fraction, the numerator of which is the aggregate Percentage Interest represented by the Profits Interest Units and the denominator of which is one minus that aggregate Percentage Interest; provided that distributions under this Section 6.4(b), and allocations under Section 6.4(d) in respect of the Profits Interest Units, shall be made solely out of profits and appreciation in the value of the

Page 5

Company arising after the issuance of the Profits Interest Units, and shall not reduce any other Member’s capital account as of that issuance date or that Member’s share of unrealized gain existing as of that date; and

(d) Notwithstanding Section 6.3, items of income, gain, loss and deduction attributable to a Capital Transaction (including any book gain or loss resulting from a revaluation of Company property under Section 3.4, whether or not in connection with a Capital Transaction) shall be allocated among the Members so that, to the extent possible, immediately after that allocation each Member’s capital account balance equals the amount that would be distributed to that Member under this Section 6.4 if the Company sold all of its assets (including the proceeds of the Capital Transaction) for their book values, paid its liabilities (limited, for each nonrecourse liability, to the book value of the assets securing it) and distributed the net proceeds to the Members as Capital Proceeds, minus that Member’s share of partnership minimum gain and partner nonrecourse debt minimum gain.

(e) If Units are issued after the Closing in exchange for capital contributions (including under Section 7), those Units shall be Capital Units and the Distribution Threshold shall be increased by the amount of those capital contributions.

(f) Tax distributions under Section 6.2 attributable to income or gain from a Capital Transaction are advances against, and reduce, the amounts otherwise distributable to the recipient Member under this Section 6.4.

(g) Illustration: if the Distribution Threshold is $22,000,000 and the Profits Interest Units represent a 5% Percentage Interest, Capital Proceeds of $40,000,000 would be distributed $22,000,000 under Section 6.4(a) (SecureTech $13,200,000 and Qstak $8,800,000), $1,157,895 to Craft under Section 6.4(b), and the remaining $16,842,105 under Section 6.4(c) (SecureTech $9,600,000, Qstak $6,400,000 and Craft $842,105), so that each Member receives in total an amount equal to its Percentage Interest of the Capital Proceeds. This illustration is included solely to explain the operation of this Section 6.4 and does not alter the Distribution Threshold or any Member’s rights.

7.CAPITAL CALLS; DILUTION

7.1With the unanimous written consent of all Members, when the aggregate amount exceeds $100,000, the Management Committee may issue a written Capital Call if it determines in good faith that additional capital is reasonably required under an approved plan. The Capital Call shall state the amount, use, FMV, subscription price, each Member’s pro rata amount, funding date at least 15 Business Days later and supporting budget. No Member is obligated to fund except as expressly agreed in writing.

7.2A participating Member may subscribe for its pro rata share and, after expiration, for all or part of any shortfall. Additional Units will be issued at a five (5%) discount to then-current FMV determined by the Agreed Valuer and consistent with the JVA. Funding Members receive Units equal to funded cash divided by the discounted per-Unit FMV.

7.3Non-funding Members are diluted automatically by the issuance of additional Units. There is no default, debt, penalty or forfeiture beyond dilution. Shortfalls are allocated among oversubscribing Members in proportion to requested excess or as they agree. The Unit ledger and Percentage Interests are updated at issuance.

7.4FMV for a Capital Call shall be the Agreed Valuer’s determination dated no more than 90 days before issuance. If the Members cannot unanimously select an Agreed Valuer within 10 Business Days, the Capital Call is deferred unless all Members consent to an alternative process.

8.VALUATION FOR CAPITAL CALLS

8.1Any valuation required under Section 7 shall be performed by the Agreed Valuer using customary methods appropriate to the business, including discounted cash flow, guideline company and transaction analyses, and shall state material assumptions. All Members shall receive the report and have equal information access.

8.2Unless manifestly erroneous, the Agreed Valuer’s determination is final and binding. Company-requested valuations are Company expenses; a unilateral valuation request not required by this Agreement is paid by the requesting Member unless the Management Committee determines otherwise. The valuer must be independent and execute confidentiality and conflict disclosures.

Page 6

9.TRANSFERS; RIGHT OF FIRST REFUSAL

9.1No Member may sell, assign, pledge or otherwise transfer Units except in accordance with this Agreement and with the prior written consent of all other Members. Any permitted transfer must be made only to an Affiliate or according to Section 9.2 herein. Any permitted transferee must assume the transferring Member’s obligations, and the transferring Member remains liable unless released. No transferee becomes a substituted Member without Management Committee approval and any other required consent.

9.2Before a transfer to a third party, the transferring Member shall deliver a bona fide offer notice. The other Members shall have 30 days after receipt of the notice to exercise a right of first refusal to purchase the offered Units, pro rata according to their Percentage Interests or as they otherwise agree, on identical terms. The Company shall have no separate or prior right of first refusal. Any unpurchased Units may be sold within 90 days after expiration of the right of first refusal on no more favorable terms, subject to admission requirements. The tag-along, drag-along and Craft/Qstak buyout rights in Article 11 of the JVA; provided that, notwithstanding anything to the contrary in this Agreement or the JVA, for the two-year period following the Closing, SecureTech shall not exercise its right to purchase Craft’s Units under Section 11.5 of the JVA or its right to require Craft to participate in a sale under Section 11.4 of the JVA, and shall not otherwise exercise any buyout or drag-along right over Craft’s Units, except in connection with (a) a dissolution or liquidation of the Company or the JV Entity, (b) the termination or expiration of the ELA, (c) a transaction not initiated by SecureTech, or (d) a transaction to which Craft has consented in writing.

9.3Transfers that violate law, jeopardize the Company’s tax status or would cause the Company to violate a material contract or applicable law are prohibited.

9.4Notwithstanding anything to the contrary in this Agreement, Craft shall not transfer any Profits Interest Units (other than a transfer required by law or upon an involuntary transfer) during the two-year period following their issuance. While any Profits Interest Units are outstanding, the Company shall not take any action that would cause it to become a publicly traded partnership within the meaning of Section 7704 of the Code.

10.GOVERNANCE DEADLOCK

10.1If the Management Committee is deadlocked on a matter requiring its approval, the deadlock shall be handled in accordance with the procedures set forth in Article 12 of the JVA.

10.2Any deadlock on a Reserved Matter shall be handled in accordance with Article 12 of the JVA. Pending resolution, no Member or the Management Committee may implement the Reserved Matter unilaterally, and the Company shall continue ordinary operations under the approved budget.

11.BOOKS; RECORDS; TAX

11.1The fiscal year is the calendar year. Within 20 days after each month, the Company shall provide management statements; within 45 days after each quarter, financial statements prepared in accordance with GAAP; and within 90 days after year-end, reviewed or audited statements by an independent public accounting firm as the Management Committee determines.

11.2Each Member may inspect books, contracts and records for a proper purpose on reasonable notice, subject to privilege and confidentiality. The Company shall retain material records for at least seven years.

11.3The Company intends partnership tax classification and shall not elect to be classified as a corporation for federal income tax purposes except with Reserved Matter Approval. SecureTech is the initial Partnership Representative and, where applicable, tax matters partner. The Partnership Representative shall perform all duties under the Code and applicable Treasury Regulations, promptly notify the Members of material tax proceedings, notices, proposed adjustments, settlements and elections, provide relevant information and a reasonable opportunity to comment, and maintain appropriate records. The Partnership Representative shall timely evaluate whether to make a push-out election under Code Section 6226 or to file modification requests under Code Section 6225(c). Subject to applicable law, no material settlement or decision regarding an administrative adjustment, push-out election under Code Section 6226, or other material tax proceeding may be made without Reserved Matter Approval; provided that the Partnership Representative may take timely protective or ministerial action (including filing modification requests under Code Section 6225(c)) and shall report it promptly. Any imputed underpayment, and related interest and penalties, attributable to a Member’s interest (including any adjustment relating to the Profits Interest Units) shall be allocated to and borne by that Member and may be offset against distributions to that Member. Each current and former Member shall remain liable for such amounts, and shall cooperate with the Partnership Representative, notwithstanding any transfer of its Units or its ceasing to be a Member. Notwithstanding the foregoing or any other provision, a Section

Page 7

754 election that is required by applicable law or requested by a transferee in connection with a transfer shall not be a Reserved Matter or a material tax election requiring Reserved Matter Approval, and the Company shall make it promptly upon the transferee’s written request, subject to receipt of information reasonably necessary to make the election. Each Member shall provide tax information promptly.

11.4At or promptly after Closing, the Agreed Valuer shall prepare the Closing Valuation Report and an asset-level allocation schedule setting forth the value of each asset contributed to the Company and any consideration allocable among the JV assets, including the per-tranche FMV of the Series B Preferred Stock, as applicable. The allocation shall be made under Sections 704(c), 755 and 1060 of the Code and the applicable Treasury Regulations, and shall identify the relevant tax basis, fair market value and built-in gain or loss for each asset. The Closing Valuation Report and allocation schedule shall be binding on the Company and the Members for federal, state and local tax reporting purposes, absent manifest error or a change required by applicable law. The Company shall use them consistently in its books, capital accounts, tax returns, Schedule K-1s and other tax reporting, and shall make any post-Closing true-up required to conform prior reporting. The Closing Valuation Report shall also expressly state the Fair Market Value of the Company’s equity, i.e., the JV’s equity value, as of the Closing for purposes of the Distribution Threshold.

11.5Upon any transfer of Units, the Company and the transferring and transferee Members shall cooperate to determine and report all items required under Sections 704(c), 743(b), 751 and 754 and the applicable Treasury Regulations. A Section 743(b) adjustment is personal to the transferee and shall not affect the Company’s common basis, capital accounts or allocations except as required by Treasury Regulations Section 1.704-1(b)(2)(iv)(m). The transferee shall bear the reasonable out-of-pocket costs of information gathering, calculations, tax advice and filings undertaken at its request in connection with a Section 754 election or related adjustment. The transferor shall provide the Company and transferee with information and statements reasonably necessary to determine Section 751 ordinary-income items; the Company shall file Form 8308 and furnish seller statements or other required information when applicable. Each Member shall report consistently with the Company’s determinations and provide timely cooperation.

11.6Each Member shall cooperate in maintaining the Company’s partnership classification for federal income tax purposes and shall furnish valid Forms W-9, W-8 or other tax documentation, ownership and withholding information, and updates promptly. No Member shall take any action or make any election inconsistent with partnership classification except as permitted by this Agreement. The Company may withhold and remit any taxes required to be withheld under applicable law with respect to any Member, and any amount so withheld shall be treated as distributed to that Member and may be offset against distributions otherwise payable to that Member; a Member shall indemnify the Company for costs arising from its failure to provide accurate or timely information. The Company shall track and report research and development expenditures under Section 174 and, to the extent applicable, Section 174A, and shall capitalize, amortize or otherwise treat those costs as required by applicable law. Each Member shall provide reasonable cooperation and shall not take a tax position inconsistent with the Company’s required reporting without prior notice.

12.DUTIES; CONFLICTS; CONFIDENTIALITY

12.1Managers and officers owe the duties required by the Act, as modified only to permit disclosed activities and approved conflicts. Members may engage in other businesses, but may not use Company property or Confidential Information or divert a Company opportunity within the Company’s stated purpose. Any non-competition, exclusivity or similar obligations among the Members are set forth in the JVA and are not created by this Agreement.

12.2Interested transactions require full disclosure and approval by disinterested managers plus any Reserved Matter Approval. Each Member shall protect nonpublic Company information during membership and three years thereafter. Trade secrets shall be protected indefinitely. Required disclosures and customary exclusions apply.

12.3The Company shall indemnify and advance expenses to managers and officers, and to agents if approved by the Management Committee, acting in good faith within their authority and in their capacity for the Company, except for fraud, willful misconduct, gross negligence, knowing violation of law or improper personal benefit. Advancement requires an undertaking to repay. Exculpation applies to the fullest extent permitted by Wyoming law.

13.DISSOLUTION AND WINDING UP

13.1The Company dissolves upon the unanimous written consent of all Members, sale of substantially all assets, entry of a judicial dissolution decree, or another event requiring dissolution under nonwaivable provisions of the Act. A Member’s withdrawal, bankruptcy or dissolution does not by itself dissolve the Company.

13.2The Management Committee or a liquidating trustee shall wind up, collect assets, prosecute and defend claims, discharge liabilities, establish reserves and distribute remaining assets: first to creditors (including Members only to the extent their advances constitute bona fide debt of the Company evidenced by written instruments on commercially

Page 8

reasonable terms and bearing market interest determined with reference to Sections 482 and 7872), then to satisfy statutory obligations, and finally to Members in accordance with positive capital accounts after required allocations (including the allocations under Section 6.4(d)), intended to reflect Percentage Interests as modified by Sections 3.5 and 6.4 with respect to the Profits Interest Units. The allocation of Company liabilities, including any Member guarantees or recourse or nonrecourse treatment, and related basis consequences shall be determined under Section 752 and applicable Treasury Regulations. Member advances that do not constitute bona fide debt shall be treated for tax and distribution purposes as required by applicable law, and no Member shall be treated as a creditor solely because this Section refers to Members as creditors.

13.3On dissolution, Company assets shall be liquidated or distributed in accordance with the Act and this Agreement. The liquidating person shall prepare final statements and tax returns and file Articles of Dissolution.

14.AMENDMENTS; NOTICES; MISCELLANEOUS

14.1Amendments to this Agreement require the unanimous written consent of all Members. No amendment may disproportionately and adversely alter a Member’s economic rights without that Member’s consent.

14.2This Agreement is governed by Wyoming law. Notices shall be delivered personally, by nationally recognized overnight courier or confirmed email to the following addresses, with copies (which shall not constitute notice) to the applicable counsel contact below:

- SecureTech at: 2355 Highway 36 West, Suite 400, Roseville, MN 55113, Attention: J. Scott Sitra, at ssitra@securetechinnovations.com;

- Qstak at: 3101 Highway 321, Ste. A, Bristol, TN 37620, Attention: Ricky Weiner

- Craft at: 377 Oak Street, Suite 4, Garden City, NY 11530, Attention: Stephen Kiront.

Copy to SecureTech counsel (not constituting notice): Lucosky Brookman LLP, 101 Wood Avenue South, Woodbridge, New Jersey 08830. Attention: Patrick Egan at pegan@lucbro.com;

Copy to Qstak counsel (not constituting notice): N/A.

Copy to Craft counsel (not constituting notice): N/A.

14.3This Agreement, its Schedules, the JVA and the other documents expressly identified by the parties as Transaction Documents (as defined in the JVA) constitute the entire agreement with respect to the Company’s governance and internal affairs. This Agreement is part of the Transaction Documents and shall be read together with the JVA; the JVA, the ELA and the JV Sublicense control as to the Licensed Assets, while this Agreement governs the Company’s internal LLC mechanics. Amendments require the approvals stated in Section 14.1.

14.4Invalid provisions will be reformed minimally, waivers must be written, remedies are cumulative and no third-party beneficiaries exist except indemnified persons. Electronic signatures and counterparts are effective. Each Member shall execute further assurances.

14.5Schedule A lists Members, Units, addresses and designations; Schedule B lists contributions.

Page 9

AGREED AND ACCEPTED as of the date first written above.

PIRANHA BLOCKCHAIN, INC.

By: __________________________________

Name: J. Scott Sitra

Title: President and Chief Executive Officer

Date: _________________________________

SECURETECH INNOVATIONS, INC.

(solely for purposes of Section 3.6)

By: __________________________________

Name: J. Scott Sitra

Title: President and Chief Executive Officer

Date: _________________________________

QSTAK HOLDING, LLC

By: __________________________________

Name: Ricky Weiner

Title: General Manager

Date: _________________________________

CRAFT CAPITAL MANAGEMENT LLC

By: __________________________________

Name: Mackey McFarlane

Title: Partner and Head of Investment Banking

Date: _________________________________

Page 10

Schedule A

Lists of Members, Units, with addresses and designations

- Piranha Blockchain, Inc. (holding SecureTech’s interest under Section 3.6): 57,000 Capital Units; 57% Percentage Interest. Address: c/o SecureTech Innovations, Inc., 2355 Highway 36 West, Suite 400, Roseville, MN 55113, Attention: J. Scott Sitra, ssitra@securetechinnovations.com. Designations: two managers, J. Scott Sitra and Anthony Vang;

-Qstak Holding, LLC: 38,000 Capital Units; 38% Percentage Interest. Address: 3101 Highway 421, Ste. A, Bristol, TN 37620, Attention: Ricky Weiner, rcw@qstakchain.com. Designation: one manager, Ricky Weiner.

-Craft Capital Management LLC: 5,000 Profits Interest Units; 5% Percentage Interest. Address: 377 Oak Street, Suite 4, Garden City, NY 11530, Attention: Mackey McFarlane, mmcfarlane@craftcm.com. Designation: one non-voting observer, CJ Hiller (while Craft holds at least 3%).

Total: 100,000 Units (95,000 Capital Units and 5,000 Profits Interest Units); 100%.

Page 11

Schedule B

Lists of Contributions*

-Piranha Blockchain, Inc.: the grant to the Company of the royalty-free sublicense under the JV Sublicense, treated under JVA Section 3.8 as contributed by SecureTech to Piranha and then by Piranha to the Company. No cash contribution. Initial book capital account: $13,200,000 (provisional, being 57/95 of the $22,000,000 Initial Agreed Valuation), subject to true-up to the Closing Valuation Report under Sections 3.4 and 11.4.

-Qstak Holding, LLC: underlying intellectual property know-how relating to the Licensed Assets, as described in JVA Section 3.2(b). Technical support and development services are provided under the Services Agreement and are not capital contributions (under JVA Section 19.4). No cash contribution. Initial book capital account: $8,800,000 (provisional, being 38/95 of the $22,000,000 Initial Agreed Valuation), subject to true-up to the Closing Valuation Report under Sections 3.4 and 11.4.

-Craft Capital Management LLC: no capital contribution. The Profits Interest Units are issued for services rendered (under JVA Section 3.2(c)). Initial capital account: $0.

*Capital account figures are provisional and will be replaced by the amounts in the Closing Valuation Report.

Page 12

EX-10.5 — STOCK PURCHASE AGREEMENT

EX-10.5

Filename: ex105.htm · Sequence: 7

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 22, 2026 (the “Effective Date”), by and between SecureTech Innovations, Inc., a Wyoming corporation (“SecureTech” or the “Investor”), and Qstak Holding, LLC, a Florida limited liability company (“Qstak” or the “Company”).

WITNESSETH:

WHEREAS, the Company’s board of managers (or equivalent governing body) (the “Board”) has determined that it is advisable and in the best interests of the Company and its equity holders to offer SecureTech the right to purchase a fifteen percent (15%) ownership interest in the Company, upon the terms and conditions set forth in this Agreement; and

WHEREAS, the aggregate consideration for such ownership interest shall be Four Million Five Hundred Thousand Dollars ($4,500,000), which shall be paid by SecureTech through the issuance to the Company of shares of SecureTech’s Series A Preferred Stock (as defined below), rather than cash; and

WHEREAS, the transactions contemplated by this Agreement are part of a broader strategic relationship between the parties, including, without limitation, this Agreement, that certain Exclusive Intellectual Property License Agreement (the “ELA”), that certain Joint Venture Agreement (the “JVA”), that certain Royalty-Free Intellectual Property Sublicense Agreement (the “JV Sublicense”), the operating agreement of the JV Entity (the “Operating Agreement”), the Certificate of Designation for the Series A Preferred Stock (the “Series A Certificate of Designation”), the Certificate of Designation for the Series B Preferred Stock (the “Series B Certificate of Designation”), and that certain Finder’s Agreement (the “Finder’s Agreement”) (collectively, the “Transaction Documents”);

WHEREAS, the parties entered into that certain Letter of Intent dated July 1, 2026 (the “LOI”), setting forth the principal terms upon which the transactions contemplated hereby and by the other Transaction Documents would be consummated.

NOW, THEREFORE, in consideration of the mutual terms, covenants and other agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

SALE AND PURCHASE

Section 1.1Purchase and Sale of the Purchased Interest. The Company agrees to sell, convey and deliver to SecureTech, and SecureTech agrees to purchase and accept from the Company, a fifteen percent (15%) ownership interest in the Company (the “Purchased Interest”) for aggregate consideration of Four Million Five Hundred Thousand Dollars ($4,500,000) (the “Purchase Price”), payable in the form of Series A Preferred Stock of SecureTech (as defined below), upon the terms and subject to the conditions set forth in this Agreement.

Section 1.2Closing. The closing of the sale and purchase of the Purchased Interest (the “Closing”) shall take place concurrently with the closing of the transactions contemplated under the ELA and the formation of the joint venture entity contemplated by the JVA (the “JV Entity”), or on such other date as may be mutually agreed upon in writing by SecureTech and the Company (the date on which the Closing occurs, the “Closing Date”).

Section 1.3Purchase Price; Delivery.

(a)At the Closing, SecureTech shall deliver to the Company shares of SecureTech’s Series A Preferred Stock, par value $0.001 per share (the “SPA Series A Preferred Shares”), having an aggregate value equal to the Purchase Price. The number of SPA Series A Preferred Shares to be issued shall equal the Purchase Price divided by the product of (i) 10,000 multiplied by (ii) closing price per share of SecureTech’s common stock, par value $0.001 per share (the “Common Stock”), as reported on the OTCQB Marketplace (or such other national securities exchange or quotation system on which the Common Stock is then listed or quoted) on the trading day immediately preceding the Closing Date (the “Per Share Value”). No fractional SPA Series

A Preferred Shares shall be issued; the number of SPA Series A Preferred Shares to be issued shall be rounded to the nearest whole share. The SPA Series A Preferred Shares issued hereunder shall be restricted securities within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and shall bear a customary restrictive legend.

(b)At the Closing, the Company shall deliver to SecureTech (i) duly executed instruments, certificates or other documents evidencing the Purchased Interest, in form and substance reasonably satisfactory to SecureTech, (ii) updated organizational documents of the Company (including, without limitation, an amended certificate of incorporation and bylaws), together with stock certificates and an updated stock ledger, reflecting SecureTech as the holder of a fifteen percent (15%) ownership interest in the Company, and (iii) such other documents, instruments and certificates as SecureTech may reasonably request in connection with the consummation of the transactions contemplated hereby.

Section 1.4Repurchase Option.

(a)SecureTech shall have the right, but not the obligation, to repurchase all (but not less than all) of the SPA Series A Preferred Shares from the Company for an aggregate repurchase price equal to Four Million Five Hundred Thousand Dollars ($4,500,000), plus accrued interest thereon at the rate of four percent (4%) per annum from the Closing Date through the date of repurchase, calculated on the basis of a 365-day year and actual days elapsed (the “Repurchase Price”).

(b)The repurchase right set forth in Section 1.4(a) (the “Repurchase Option”) shall be exercisable at any time during the forty-eight (48)-month period following the Closing Date (the “Repurchase Period”) by delivery of written notice from SecureTech to the Company (the “Repurchase Notice”). The closing of any repurchase shall occur within thirty (30) days following delivery of the Repurchase Notice.

(c)Upon consummation of the repurchase, (i) the Company shall surrender and deliver to SecureTech all certificates or book-entry positions representing the SPA Series A Preferred Shares, free and clear of all liens and encumbrances, for cancellation, and (ii) SecureTech shall retain the Purchased Interest, which shall remain fully paid, and the Repurchase Price shall constitute substituted cash consideration for the Purchased Interest in full satisfaction of the Purchase Price. For the avoidance of doubt, no exercise or non-exercise of the Repurchase Option shall affect SecureTech’s ownership of the Purchased Interest.

(d)During the Repurchase Period, the Company shall not sell, transfer, assign, pledge, hypothecate or otherwise dispose of or encumber any of the SPA Series A Preferred Shares without the prior written consent of SecureTech, except for Transfers to affiliates permitted under Section 4.1(b).

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to SecureTech, as of the date hereof and as of the Closing Date (except where a representation or warranty speaks as of a specific date, in which case as of such date), as follows:

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

Section 2.2Authorization; Validity of Agreement. The Company has the corporate power and authority to enter into this Agreement and each of the other Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. This Agreement and each of the other Transaction Documents to which the Company is a party have been duly and validly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by each of the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms,

except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law). The execution and delivery of, and the performance of the Company’s obligations under, this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, including the affirmative vote or consent of the Board. No other corporate proceedings are necessary for the execution and delivery by the Company of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby.

Section 2.3Issuance of the Purchased Interest. The Purchased Interest, when delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued and free and clear of all liens, encumbrances, pledges, charges, claims and security interests of any kind (collectively, “Liens”), other than restrictions arising under this Agreement and applicable federal and state securities laws. The issuance of the Purchased Interest is not subject to any preemptive rights, rights of first refusal or similar rights of any Person.

Section 2.4No Conflict or Violation. The execution, delivery and performance by the Company of this Agreement and each of the other Transaction Documents to which it is a party does not and will not (a) violate or conflict with any provision of the Company’s articles of organization, bylaws, or other organizational documents, (b) violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority applicable to the Company, or (c) violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contract, lease, loan agreement, mortgage, security agreement or other material agreement or instrument to which the Company is a party or by which it or any of its properties or assets is bound.

Section 2.5Capitalization. Schedule 2.5 sets forth a true, complete and correct description of the capitalization of the Company as of the date hereof, including all authorized, issued and outstanding equity interests (or equivalents thereof), all outstanding options, warrants, convertible instruments, rights of conversion or exchange, or other rights, agreements, arrangements or commitments of any kind relating to the equity interests of the Company or obligating the Company to issue or sell any equity interests, or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity interests of the Company. All outstanding equity interests of the Company have been duly authorized, validly issued, and are free and clear of all Liens. Except as set forth on Schedule 2.5, there are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company.

Section 2.6Consents and Approvals. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or foreign governmental authority is required on the part of the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except as may be required under applicable state securities or “blue sky” laws and such other filings or notices as are set forth on Schedule 2.6, all of which shall have been made or obtained prior to the Closing.

Section 2.7Absence of Litigation. As of the date hereof, there is no action, suit, proceeding or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the Company’s knowledge, threatened against or affecting the Company or any of its properties or assets that (a) would reasonably be expected to have a Material Adverse Effect or (b) would reasonably be expected to impair the ability of the Company to perform its obligations under this Agreement or any of the other Transaction Documents.

Section 2.8No Material Adverse Change. Since October 22, 2026, there has not been any change in the assets, business, properties, financial condition, operations or prospects of the Company that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company’s business, assets, properties, financial condition, operations or prospects (a “Material Adverse Effect”). For the avoidance of doubt, a “Material Adverse Effect” shall not include the effects of (i) changes in general economic or market conditions affecting the Company’s industry generally, (ii) changes in applicable law or accounting standards, or (iii) the announcement or pendency of the transactions contemplated by this Agreement.

Section 2.9No Broker. Except for Craft Capital Management LLC (“Craft Capital”), whose engagement is governed by that certain Finder’s Agreement dated June 12, 2026 (the “Finder’s Agreement”), Craft Capital’s five percent (5%) membership interest in the JV Entity, issued as a profits interest as provided in the JVA and the Operating Agreement, constitutes its full compensation for the transactions contemplated by this Agreement and the other Transaction Documents, and no fee, commission or other compensation is payable by the Company to Craft Capital in connection therewith, there are no claims for brokerage commissions or finder’s fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of the Company.

Section 2.10Intellectual Property. Schedule 2.10 sets forth a true, complete and correct list of all material intellectual property owned or controlled by the Company (the “Licensed Assets”), including all patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets, know-how, proprietary technology and other intellectual property rights. The Company owns or has valid and enforceable rights to use all of the Licensed Assets, free and clear of all Liens, and no Person has asserted, or to the Company’s knowledge has grounds to assert, any claim, demand or notice challenging the Company’s ownership of, or right to use, any of the Licensed Assets. The Licensed Assets are sufficient, in all material respects, for the conduct of the Company’s business as presently conducted and as proposed to be licensed to SecureTech under the ELA.

Section 2.11Financial Statements. The Company has delivered to SecureTech true, complete and correct copies of the Company’s (a) audited financial statements for the fiscal years ended December 31, 2026 (or, if audited financial statements are not available, reviewed or compiled financial statements) and (b) unaudited interim financial statements for the period ended June 30, 2026 (collectively, the “Financial Statements”). The Financial Statements fairly present, in all material respects, the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, and have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby (subject, in the case of unaudited interim financial statements, to normal year-end adjustments and the absence of footnotes).

Section 2.12Compliance with Laws. The Company is in compliance in all material respects with all applicable federal, state, local and foreign laws, statutes, rules, regulations, ordinances, orders, judgments and decrees applicable to the Company or its business, properties or assets. The Company has not received any notice of any violation of, or noncompliance with, any such law, statute, rule, regulation, ordinance, order, judgment or decree that has not been cured or otherwise resolved.

Section 2.13Tax Matters. The Company has timely filed (or caused to be timely filed) all federal, state, local and foreign tax returns required to be filed by it, and all such tax returns are true, correct and complete in all material respects. All taxes due and owing by the Company (whether or not shown on any tax return) have been timely paid. There are no Liens for taxes (other than statutory Liens for taxes not yet due and payable) upon any of the assets of the Company. There is no pending or, to the Company’s knowledge, threatened audit, examination, investigation, dispute, proceeding or claim relating to any taxes of the Company.

Section 2.14Company Investment Representations. The Company represents and warrants to SecureTech, as of the date hereof and as of the Closing Date, as follows:

(a)The Company is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(b)The Company is acquiring the SPA Series A Preferred Shares solely for its own account and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act or applicable state securities laws.

(c)The Company understands that the SPA Series A Preferred Shares are restricted securities, have not been registered under the Securities Act or applicable state securities laws, may not be resold absent registration or an available exemption, and will bear customary restrictive legends.

(d)The Company has had access to such information regarding SecureTech and its business, including the SEC Reports, as it considers necessary to make an informed investment decision.

(e)Neither the Company nor any Person acting on its behalf has engaged in any general solicitation or general advertising in connection with the acquisition of the SPA Series A Preferred Shares.

(f)Neither the Company nor, to the Company’s knowledge, any director, manager, managing member, executive officer, promoter or other Person covered by Rule 506(d) is subject to a disqualifying event under Rule 506(d) of Regulation D.

(g)The Company acknowledges that the Series A Preferred Stock does not provide its holder with conversion rights or redemption rights, has no stated liquidation preference, and is redeemable only at SecureTech’s discretion.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SECURETECH

SecureTech represents and warrants to the Company, as of the date hereof and as of the Closing Date (except where a representation or warranty speaks as of a specific date, in which case as of such date), as follows:

Section 3.1Organization, Good Standing, Power and Qualification. SecureTech is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming and has all requisite corporate power and authority to carry on its business as presently conducted. SecureTech is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify or to be in good standing would have a material adverse effect on SecureTech’s ability to perform its obligations under this Agreement.

Section 3.2Authority; Validity of Agreement. SecureTech has the corporate power and authority to enter into this Agreement and each of the other Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. This Agreement and each of the other Transaction Documents to which SecureTech is a party have been duly and validly authorized, executed and delivered by SecureTech and, assuming due authorization, execution and delivery of this Agreement by the Company, constitute valid and binding obligations of SecureTech enforceable against SecureTech in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law). No other corporate proceedings are necessary for the execution and delivery by SecureTech of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby.

Section 3.3No Conflict or Violation. The execution, delivery and performance by SecureTech of this Agreement does not violate or conflict with any provision of SecureTech’s Articles of Incorporation or Bylaws and does not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contract, lease, loan agreement, mortgage, security agreement or other material agreement or instrument to which SecureTech is a party or by which it is bound.

Section 3.4Consents and Approvals. Assuming the accuracy of the representations and warranties made by the Company in Article II of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or foreign governmental authority is required on the part of SecureTech in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (a) such filings as may be required with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) such filings or approvals as may be required under the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or the OTCQB Marketplace in connection with the issuance of the SPA Series A Preferred Shares, and (c) the Requisite Stockholder Approval described in Section 4.4, if applicable.

Section 3.5Issuance of SPA Series A Preferred Shares. The SPA Series A Preferred Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement and the Series A Certificate of Designation will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer set forth in this Agreement, the Series A Certificate of Designation and applicable federal and state securities laws and Liens created by or imposed by the Company or its affiliates. The

rights, preferences, privileges and restrictions of the SPA Series A Preferred Shares are as set forth in the Series A Certificate of Designation filed with the Wyoming Secretary of State.

Section 3.6SEC Reporting. SecureTech is subject to, and is current in, its reporting obligations under the Exchange Act, including the timely filing of all annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all other reports, schedules, forms, statements and other documents required to be filed by SecureTech with the SEC (collectively, the “SEC Reports”). Each SEC Report, at the time of its filing (or, if amended or superseded by a filing prior to the date hereof, at the time of such subsequent filing), complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder.

Section 3.7No Broker. Except for Craft Capital Management LLC (“Craft Capital”), whose engagement is governed by that certain Finder’s Agreement dated June 12, 2026 (the “Finder’s Agreement”), Craft Capital’s five percent (5%) membership interest in the JV Entity, issued as a profits interest as provided in the JVA and the Operating Agreement, constitutes its full compensation for the transactions contemplated by this Agreement and the other Transaction Documents, and no fee, commission or other compensation is payable by the Company to Craft Capital in connection therewith, there are no claims for brokerage commissions or finder’s fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of SecureTech.

Section 3.8Accredited Investor. SecureTech is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated by this Agreement. SecureTech is able to bear the economic risk of its investment in the Company (including a complete loss of such investment).

Section 3.9Investment Purpose. SecureTech is acquiring the Purchased Interest solely for its own account for investment and not with a view toward the distribution thereof in violation of the Securities Act or any applicable state securities laws. SecureTech has been advised and understands that the Purchased Interest has not been registered under the Securities Act or any state securities laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available.

ARTICLE IV

CERTAIN COVENANTS

Section 4.1Transfer Restrictions.

(a)Prior to the twelve (12)-month anniversary of the Closing Date, SecureTech shall not, directly or indirectly, sell, assign, transfer or otherwise dispose of (each, a “Transfer”) any of the Purchased Interest, except for Transfers to affiliates of SecureTech; provided that any such affiliate transferee agrees in writing to be bound by the terms of this Section 4.1.

(b)Prior to the six (6)-month anniversary of the Closing Date, the Company shall not, directly or indirectly, Transfer any of the SPA Series A Preferred Shares, except for Transfers to affiliates of the Company; provided that any such affiliate transferee agrees in writing to be bound by the terms of this Section 4.1.

(c)Any Transfer of the Purchased Interest or the SPA Series A Preferred Shares in violation of this Section 4.1 shall, to the fullest extent permitted by law, be null and void ab initio.

Section 4.2Right of First Refusal.

(a)If at any time after the Closing Date (i) the Company proposes to issue any equity interests in the Company (or any securities convertible into or exercisable for equity interests in the Company) to any Person other than SecureTech or its affiliates, or (ii) any equity holder that has executed a joinder to this Agreement proposes to sell or transfer any equity interests in the Company (or any securities convertible into or

exercisable for equity interests in the Company) to any Person other than SecureTech or its affiliates, the Company shall first deliver written notice (the “ROFR Notice”) to SecureTech specifying the material terms and conditions of such proposed issuance, sale or transfer, including the identity of the proposed purchaser or transferee, the number and type of equity interests proposed to be issued, sold or transferred, and the proposed price and other consideration therefor.

(b)SecureTech shall have thirty (30) days following receipt of the ROFR Notice (the “ROFR Exercise Period”) to elect, by written notice to the Company, to purchase all (but not less than all) of the equity interests described in the ROFR Notice on the same terms and conditions as set forth therein.

(c)If SecureTech does not exercise its right of first refusal within the ROFR Exercise Period, the Company may consummate the proposed transaction described in the ROFR Notice on terms no more favorable to the proposed purchaser or transferee than those set forth in the ROFR Notice, provided that such transaction is consummated within ninety (90) days following the expiration of the ROFR Exercise Period. If such transaction is not consummated within such ninety (90)-day period, the Company shall be required to re-offer such equity interests to SecureTech in accordance with this Section 4.2 prior to any subsequent issuance, sale or transfer.

Section 4.3Path to Full Acquisition. SecureTech shall have the right, at any time following the Closing Date, to make a tender offer, exchange offer or other proposal for the acquisition of all remaining equity interests in the Company not then held by SecureTech (or its affiliates), with the objective of acquiring the Company as a wholly owned subsidiary of SecureTech. The valuation methodology, specific mechanics, and other terms and conditions of any such acquisition shall be negotiated in good faith by the parties and set forth in a separate definitive agreement to be executed by the parties at such time. Nothing in this Section 4.3 shall obligate the Company or its equity holders (other than the parties hereto) to accept any such offer or enter into any such agreement.

Section 4.4Stockholder Approval. SecureTech and the Company agree that if the issuance of the SPA Series A Preferred Shares pursuant to this Agreement would require stockholder approval under Rule 5635 of the Nasdaq Stock Market listing rules (or any comparable rule of the OTCQB Marketplace or such other exchange on which SecureTech’s Common Stock is then listed or quoted), then (a) no SPA Series A Preferred Shares shall be issued or delivered until such stockholder approval has been obtained (the “Requisite Stockholder Approval”), and (b) SecureTech covenants that it shall hold an annual or special meeting of its stockholders (the “Stockholder Meeting”) for the purpose of obtaining the Requisite Stockholder Approval, and shall use its reasonable best efforts to hold such Stockholder Meeting no later than one hundred twenty (120) days following the date of this Agreement. SecureTech shall use its reasonable best efforts to obtain the Requisite Stockholder Approval and shall cause its Board of Directors to recommend to its stockholders that they approve such matter. If, despite SecureTech’s reasonable best efforts, the Requisite Stockholder Approval is not obtained at the initial Stockholder Meeting, SecureTech shall cause an additional Stockholder Meeting to be held every six (6) months thereafter until such Requisite Stockholder Approval is obtained.

Section 4.5Registration Rights. [Reserved].

Section 4.6Confidentiality.

(a)Each party hereto acknowledges that in connection with the transactions contemplated by this Agreement and the other Transaction Documents, it has received and may continue to receive certain confidential and proprietary information of the other parties. Each party hereby agrees to treat confidentially all information furnished to it by any other party or such other party’s representatives, whether furnished before or after the date of this Agreement and whether written, oral or electronic, together with all analyses, compilations, forecasts, interpretations, summaries, notes, data, studies or other documents or records prepared by such party which contain or otherwise reflect or are generated from, in whole or in part, such information (collectively, “Confidential Information”).

(b)Each party agrees that the Confidential Information will not be used other than in connection with the transactions contemplated by the Transaction Documents, and that such information will be kept confidential by it and its representatives. Notwithstanding the foregoing, if any party is requested or required

(by oral question or request for information or documents in legal proceedings, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, then such party will promptly notify the disclosing party of such request or requirement so that the disclosing party may seek an appropriate protective order and/or waive compliance with the provisions of this Section 4.6.

(c)The obligations set forth in this Section 4.6 shall be inoperative as to particular portions of the Confidential Information if such information (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party or its representatives, (ii) was available to the receiving party on a non-confidential basis prior to its disclosure by the disclosing party, or (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not known by the receiving party to be bound by a confidentiality agreement with the disclosing party.

Section 4.7Board Observer Rights. From and after the Closing Date, SecureTech shall have the right to appoint one (1) representative to attend all meetings of the Board (or equivalent governing body) of the Company as a non-voting observer (the “Observer”). The Company shall provide the Observer with copies of all notices, agendas, minutes, consents and other materials provided to members of the Board, at the same time as such materials are provided to such members. The Company may exclude the Observer from any portion of a Board meeting (and withhold related materials) to the extent necessary to preserve the attorney-client privilege or to address a conflict of interest. The Observer shall be subject to the confidentiality obligations set forth in Section 4.6.

Section 4.8Affirmative Covenants of the Company. From and after the Closing Date, for so long as SecureTech holds the Purchased Interest (or any portion thereof), the Company shall:

(a)deliver to SecureTech, within forty-five (45) days after the end of each fiscal quarter, unaudited financial statements of the Company for such quarter, including a balance sheet, income statement and statement of cash flows, prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes);

(b)deliver to SecureTech, within ninety (90) days after the end of each fiscal year, audited financial statements of the Company for such fiscal year, including a balance sheet, income statement, statement of cash flows and statement of changes in equity, prepared in accordance with GAAP, audited by a nationally or regionally recognized independent certified public accounting firm;

(c)permit SecureTech and its representatives, at reasonable times and upon reasonable prior notice, to inspect and examine the books, records, accounts, properties and assets of the Company and to discuss the Company’s affairs, finances and condition with the Company’s officers and, if applicable, its independent auditors; and

(d)promptly notify SecureTech in writing of (i) any Material Adverse Effect or any event, condition or development that would reasonably be expected to result in a Material Adverse Effect, (ii) any material litigation, arbitration or governmental proceeding or investigation commenced against or affecting the Company, and (iii) any material default or event of default under any material agreement to which the Company is a party.

Section 4.9Negative Covenants of the Company. From and after the Closing Date, for so long as SecureTech holds the Purchased Interest (or any portion thereof), without the prior written consent of SecureTech (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not:

(a)issue, sell, grant or otherwise dispose of any equity interests in the Company (or any securities convertible into or exercisable for equity interests in the Company), other than pursuant to the terms of any equity incentive plan or arrangement in existence as of the Closing Date and disclosed on Schedule 2.5;

(b)incur, assume, guarantee or become liable for any indebtedness for borrowed money in excess of $100,000 in the aggregate (other than trade payables incurred in the ordinary course of business);

(c)sell, transfer, lease, license or otherwise dispose of any material assets of the Company (including any Licensed Assets), other than in the ordinary course of business;

(d)enter into any transaction or agreement with any officer, director, equity holder, employee or affiliate of the Company (or any member of the immediate family of any of the foregoing) (a “Related Party Transaction”), other than (i) compensation arrangements in the ordinary course of business on arm’s-length terms and (ii) transactions disclosed on Schedule 2.5;

(e)amend, modify or restate the Company’s organizational documents in any manner that would adversely affect the rights of SecureTech as a holder of the Purchased Interest;

(f)declare, set aside or pay any dividend or make any distribution (whether in cash, property or securities) to any equity holder of the Company; or

(g)merge, consolidate or combine with, or acquire all or substantially all of the assets of, any other Person, or liquidate, dissolve or wind up its affairs.

ARTICLE V

CONDITIONS TO CLOSING

Section 5.1Conditions to SecureTech’s Obligations. The obligations of SecureTech to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or written waiver by SecureTech) of each of the following conditions at or prior to the Closing:

(a)Accuracy of Representations and Warranties. The representations and warranties of the Company set forth in Article II shall be true and correct in all material respects (or, with respect to any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of the date hereof and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date).

(b)Compliance with Covenants. The Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company at or prior to the Closing.

(c)No Material Adverse Change. Since the date hereof, there shall not have occurred any Material Adverse Effect with respect to the Company.

(d)Execution of Related Agreements. Each of the ELA, the JVA, the JV Sublicense, and the Operating Agreement shall have been duly executed and delivered by all parties thereto, and each such agreement and instrument shall be in full force and effect.

(e)Due Diligence. SecureTech shall have completed its business, legal, financial and other due diligence investigation of the Company, and the results thereof shall be satisfactory to SecureTech in its sole discretion.

(f)Consents and Approvals. All consents, approvals, authorizations and other actions by, and all filings with and notices to, any governmental authority, regulatory body or other third party required in connection with the consummation of the transactions contemplated by this Agreement shall have been duly obtained, made or given and shall be in full force and effect.

(g)No Legal Impediment. No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect.

Section 5.2Conditions to the Company’s Obligations. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or written waiver by the Company) of each of the following conditions at or prior to the Closing:

(a)Accuracy of Representations and Warranties. The representations and warranties of SecureTech set forth in Article III shall be true and correct in all material respects (or, with respect to any representation or warranty qualified by materiality, in all respects) as of the date hereof and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date).

(b)Compliance with Covenants. SecureTech shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by SecureTech at or prior to the Closing.

(c)Delivery of SPA Series A Preferred Shares. SecureTech shall have delivered (or caused to be delivered) to the Company (or its designee) duly executed certificates or book-entry positions representing the SPA Series A Preferred Shares.

(d)Certificate of Designation. The Series A Certificate of Designation, as originally filed with the Wyoming Secretary of State, shall be in full force and effect .

(e)Execution of Related Agreements. Each of the ELA, the JVA, the JV Sublicense, and the Operating Agreement shall have been duly executed and delivered by all parties thereto, and each such agreement and instrument shall be in full force and effect.

ARTICLE VI

INDEMNIFICATION

Section 6.1Indemnification by the Company. Subject to the terms and conditions of this Article VI, from and after the Closing, the Company shall indemnify, defend and hold harmless SecureTech and its affiliates, and their respective officers, directors, employees, agents, successors and assigns (collectively, the “SecureTech Indemnified Parties”), from and against any and all losses, damages, liabilities, claims, demands, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising out of, resulting from or relating to (a) any breach or inaccuracy of any representation or warranty made by the Company in this Agreement, (b) any breach of or failure to perform any covenant or agreement of the Company contained in this Agreement, or (c) any fraud or willful misconduct on the part of the Company in connection with the transactions contemplated by this Agreement.

Section 6.2Indemnification by SecureTech. Subject to the terms and conditions of this Article VI, from and after the Closing, SecureTech shall indemnify, defend and hold harmless the Company and its affiliates, and their respective officers, directors, stockholders, employees, agents, successors and assigns (collectively, the “Company Indemnified Parties”), from and against any and all Losses arising out of, resulting from or relating to (a) any breach or inaccuracy of any representation or warranty made by SecureTech in this Agreement, (b) any breach of or failure to perform any covenant or agreement of SecureTech contained in this Agreement, or (c) any fraud or willful misconduct on the part of SecureTech in connection with the transactions contemplated by this Agreement.

Section 6.3Limitations.

(a)Survival. The representations and warranties of the parties set forth in this Agreement shall survive the Closing for a period of eighteen (18) months following the Closing Date (the “Survival Period”); provided that the representations and warranties set forth in Sections 2.1, 2.2, 2.3, 2.5, 3.1, 3.2, 3.5 and 3.8 (collectively, the “Fundamental Representations”) shall survive the Closing for a period of thirty-six (36) months following the Closing Date. The covenants and agreements of the parties set forth in this Agreement shall survive the Closing for the term of this Agreement or, if no term is specified, until fully performed.

(b)Baskets and Caps. The indemnifying party shall not be liable for indemnification under Section 6.1(a) or Section 6.2(a) until the aggregate amount of Losses suffered or incurred by the indemnified parties exceeds $100,000 (the “Basket”), at which point the indemnifying party shall be liable for all Losses from the first dollar. In no event shall the aggregate liability of either party for indemnification under Section 6.1(a) or Section 6.2(a) exceed $1,000,000 (the “Cap”); provided that the foregoing Basket and Cap limitations shall not apply to Losses arising from breaches of the Fundamental Representations or from fraud or willful misconduct.

Section 6.4Indemnification Procedures.

(a)Notice. A party seeking indemnification under this Article VI (the “Indemnified Party”) shall give prompt written notice to the party from whom indemnification is sought (the “Indemnifying Party”) of any claim or the commencement of any action, suit or proceeding for which indemnification is sought (a “Claim”), specifying in reasonable detail the nature and basis of such Claim and the amount thereof (to the extent known). The failure of the Indemnified Party to give timely notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby.

(b)Defense of Third-Party Claims. The Indemnifying Party shall have the right to assume and control the defense of any Claim by a third party (a “Third-Party Claim”) with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of a Third-Party Claim, (i) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to such Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless such judgment or settlement (A) includes an unconditional release of the Indemnified Party from all liability arising from such Third-Party Claim and (B) does not impose any non-monetary obligations on the Indemnified Party, and (ii) the Indemnified Party shall have the right to participate in (but not control) the defense of such Third-Party Claim at its own expense.

ARTICLE VII

TERMINATION

Section 7.1Termination. This Agreement may be terminated at any time prior to the Closing:

(a)by mutual written consent of SecureTech and the Company;

(b)by either SecureTech or the Company, if the Closing shall not have occurred on or before November 30, 2026 (the “Outside Date”); provided that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to any party whose failure to perform any obligation under this Agreement has been the principal cause of, or has resulted in, the failure of the Closing to occur by the Outside Date;

(c)by SecureTech, if there has been a material breach by the Company of any representation, warranty, covenant or agreement contained in this Agreement that would result in a failure of a condition set forth in Section 5.1, and such breach is incapable of being cured or has not been cured within thirty (30) days after written notice thereof from SecureTech to the Company;

(d)by the Company, if there has been a material breach by SecureTech of any representation, warranty, covenant or agreement contained in this Agreement that would result in a failure of a condition set forth in Section 5.2, and such breach is incapable of being cured or has not been cured within thirty (30) days after written notice thereof from the Company to SecureTech; or

(e)by either SecureTech or the Company, if any governmental authority of competent jurisdiction shall have issued an order, decree or ruling permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and such order, decree or ruling shall have become final and non-appealable.

Section 7.2Effect of Termination. In the event of termination of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become void and of no further force or effect, and no party hereto (nor any of its affiliates, directors, officers, employees, agents or representatives) shall have any further liability or obligation hereunder; provided, however, that (a) nothing herein shall relieve any party from liability for any willful and material breach of this Agreement occurring prior to such termination, (b) Section 4.6 (Confidentiality) and this Article VII and Article VIII shall survive any termination of this Agreement, and (c) each party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby, except as otherwise expressly provided herein.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.1Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns. No party hereto shall assign or delegate any of the rights or obligations created under this Agreement without the prior written consent of the other parties hereto. Nothing in this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement.

Section 8.2Fees and Expenses. Except as otherwise expressly provided herein, all fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs and expenses.

Section 8.3Notices. Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) the day following the day (except if not a business day, then the next business day) on which the same has been delivered prepaid to a reputable national overnight courier service, (c) when transmitted via e-mail (including via attached PDF document), if the sender on the same day sends a confirming copy by a recognized overnight delivery service (charges prepaid), or (d) the third business day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the addresses set forth below (or such other address as a party may specify by notice to the other parties in accordance with this Section 8.3):

If to SecureTech:

SecureTech Innovations, Inc.

2355 Highway 36 West, Suite 400

Roseville, MN 55113

Attention: J. Scott Sitra, President and CEO

E-mail: ssitra@securetechinnovations.com

with a copy to (which shall not constitute notice):

Lucosky Brookman LLP

101 Wood Avenue South

Woodbridge

New Jersey 08830

Attention: Patrick Egan, Esq.

E-mail: pegan@lucbro.com

If to the Company:

Qstak Holding, LLC

3101 Highway 421, Suite A

Bristol, TN 37620

Attention: Ricky Weiner

E-mail: rcw@qstakchain.com

Section 8.4Entire Agreement. This Agreement, together with the other Transaction Documents (including the ELA, the JVA, the Operating Agreement, and the Series A Certificate of Designation), the Exhibits and Schedules hereto, represent the entire agreement and understanding of the parties with respect to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein or in the other Transaction Documents. The LOI is hereby superseded in its entirety and shall have no further force or effect. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement and all prior drafts of this Agreement. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissible into evidence in any action or suit involving this Agreement.

Section 8.5Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Any provision of this Agreement held invalid or unenforceable only in part will remain in full force and effect to the extent not held invalid or unenforceable.

Section 8.6Titles and Headings. The Article and Section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 8.7Signatures and Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and may be delivered by facsimile transmission or by electronic delivery of a portable document format (PDF) file (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com).

Section 8.8Legal Counsel and Interpretation. Each of the parties hereto acknowledges that each party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law, or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived.

Section 8.9Survival. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery hereof and the Closing, subject to the limitations set forth in Section 6.3(a).

Section 8.10Specific Performance. The parties acknowledge and agree that irreparable injury would occur in the event any of the provisions of this Agreement were not performed in accordance with the terms hereof or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that the parties shall be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the parties further agree not to take action, directly or indirectly, in opposition to the party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. This Section 8.10 is not the exclusive remedy for any violation of this Agreement.

Section 8.11Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Wyoming, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of Wyoming. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Wyoming for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.

Section 8.12Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.13No Other Representations or Warranties.

(a)Except for the representations and warranties contained in Article II, SecureTech acknowledges that neither the Company nor any other Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or its assets or with respect to any other information made available to SecureTech in connection with the transactions contemplated by this Agreement.

(b)Except for the representations and warranties contained in Article III, the Company acknowledges that none of SecureTech or any other Person on behalf of SecureTech makes any other express or implied representation or warranty with respect to the transactions contemplated hereby.

Section 8.14Amendment and Waiver. No provision of this Agreement may be amended or modified except by an instrument in writing signed by SecureTech and the Company. No provision of this Agreement may be waived except by an instrument in writing signed by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

THE COMPANY:

QSTAK HOLDING, LLC

By:____________________________

Name: Ricky Weiner

Title: General Manager

INVESTOR:

SECURETECH INNOVATIONS, INC.

By:____________________________________

Name: J. Scott Sitra

Title: President and Chief Executive Officer

Schedule 2.5

Capitalization of Qstak Holding, LLC

This schedule shall set forth a true, complete and correct description of the capitalization of Qstak Holding, LLC as of the date hereof, including:

1.All authorized, issued and outstanding equity interests (or equivalents thereof), including the identity of each holder and the number and class of equity interests held;

2.All outstanding options, warrants, convertible instruments, rights of conversion or exchange, or other rights, agreements, arrangements or commitments relating to the equity interests of the Company;

3.Any equity appreciation, phantom equity, profit participation or similar rights; and

4.Any restrictions on transfer applicable to any of the foregoing.

Schedule 2.10

Intellectual Property

This schedule shall set forth a true, complete and correct list of all material intellectual property owned or controlled by Qstak Holding, LLC (the “Licensed Assets”), including:

1.Patents and patent applications (including jurisdiction, application/registration numbers, filing dates and status);

2.Trademarks, service marks and trade names (including jurisdiction, registration numbers and status);

3.Copyrights and copyright registrations;

4.Domain names;

5.Trade secrets and proprietary technology material to the business; and

6.All licenses, sublicenses and other agreements pursuant to which the Company has been granted rights in third-party intellectual property that is material to its business.

EX-99.1 — PRESS RELEASE OF SECURETECH INNOVATIONS, INC

EX-99.1

Filename: ex991.htm · Sequence: 8

PRESS RELEASE

SecureTech Acquires Exclusive License to QSTAK Blockchain and Post-Quantum Technology

Company Forms QSTAK Market, LLC Joint Venture and

Simultaneously Acquires 15% Net Interest in QSTAK Holding, LLC for $4.5 Million

Roseville, Minnesota – October 27, 2026 – SecureTech Innovations, Inc. (OTCQB: SCTH), a diversified technology holding company advancing artificial intelligence initiatives, industrial 3D printing and manufacturing technologies, and blockchain-based digital infrastructure and assets, today announces that it has completed a set of strategic transactions with QSTAK Holding, LLC (“QSTAK”), the developer of the QSTAKCHAIN blockchain and post-quantum technologies. Under the transactions, SecureTech:

1)Acquired a perpetual, exclusive, worldwide license to QSTAK’s blockchain and related technologies, including certain post-quantum technology still in development;

2)Formed QSTAK Market, LLC (“QSTAK Market”), a joint venture majority-owned by SecureTech’s wholly owned subsidiary, Piranha Blockchain, Inc. (“Piranha Blockchain”); and

3)Purchased a net 15% ownership interest in QSTAK for $4.5 million in SecureTech’s Series A Preferred Stock.

Together, these transactions give Piranha Blockchain its first operating business since its formation, with initial consolidated revenue anticipated during the current fiscal quarter.

Perpetual, Exclusive License to the QSTAK Technologies

Under an Exclusive Intellectual Property License Agreement, QSTAK has granted SecureTech a perpetual, exclusive, worldwide license to the QSTAK and QSTAKCHAIN technologies for all lawful fields of use. The licensed technology includes:

•the QSTAKCHAIN blockchain and its public block explorer;

•the QSTAK Wallet for iOS, Android, and as a browser extension;

•QSTAK exchange and decentralized-exchange materials; and

•related token portals, domain names, brands, and know-how.

The license also covers future improvements QSTAK develops to the licensed technology, including post-quantum security features and the QSTAK exchange, both of which are in advanced stages of development.

In exchange for the exclusive license, SecureTech will pay consideration with an aggregate stated value of up to $22 million. All of it is payable in newly designated Series B Preferred Stock (stated value of $10,000 per share), and none of it in cash. The consideration is earned in four tranches:

•$6.0 million (600 Series B shares), earned at closing;

•$3.0 million (300 Series B shares), upon commercial launch of the QSTAK Exchange;

•$6.5 million (650 Series B shares), when QSTAK Market reaches $7.5 million in gross revenue over any twelve-month period; and

•$6.5 million (650 Series B shares), when QSTAK Market reaches $15.0 million in gross revenue over any twelve-month period.

SecureTech expects to record the license as an intangible asset on its balance sheet. The amount initially recorded is expected to relate to the $6 million tranche earned at closing. It will be determined under U.S. generally accepted accounting principles and may differ from that stated value.

Holders cannot convert the Series B Preferred Stock into common stock. No cash or ongoing royalty is payable to QSTAK for SecureTech’s own use of the exclusive licensed technology.

QSTAK Market Joint Venture: Building Out Piranha Blockchain

QSTAK Market is a newly formed Wyoming limited liability company. It is owned 57% by Piranha Blockchain, 38% by QSTAK, and 5% by Craft Capital Management, LLC, which introduced the parties. SecureTech controls QSTAK Market and expects to consolidate its operating results within its financial statements.

SecureTech has granted QSTAK Market a royalty-free sublicense to use the QSTAK technologies in its business. QSTAK Market intends to build on the QSTAKCHAIN platform to tokenize real-world assets (“RWA”), meaning the representation of ownership in physical or financial assets as digital tokens on a blockchain. QSTAK Market will offer these services in compliance with applicable regulatory requirements. More information about the QSTAKCHAIN technology is available at qstakchain.com. SecureTech expects to share more detail about QSTAKCHAIN and QSTAK Market’s planned operations in a future announcement.

15% Net Ownership Interest in QSTAK Holding, LLC

Under a separate Stock Purchase Agreement, SecureTech acquired a net 15% ownership interest in QSTAK for $4.5 million, paid in newly issued shares of SecureTech’s Series A Preferred Stock rather than cash. The number of Series A Preferred shares was determined by a formula based on the closing price of SecureTech’s common stock on the trading day immediately preceding the closing. SecureTech will initially record its equity interest in QSTAK at cost. SecureTech also received the right to appoint a non-voting observer to QSTAK’s governing board.

Additional details about the transactions are available in the Company’s Current Report on Form 8-K filed with the SEC.

J. Scott Sitra, SecureTech’s President and CEO, stated, “Today marks a defining moment for SecureTech and the day Piranha Blockchain becomes an operating business. With a perpetual, exclusive license to the QSTAK and QSTAKCHAIN technologies, we’re not starting from a blank slate. We’re starting with a live blockchain network,

block explorer, and wallet, and a team already advancing post-quantum security. That head start puts us well ahead of building from scratch. We’re now positioned to commercialize today’s blockchain technologies and the next generation of quantum-resistant infrastructure, starting with the tokenization of real-world assets through QSTAK Market.”

“Just as important, we believe this is a financially compelling transaction for our shareholders. We secured these technologies and a 15% stake in QSTAK entirely with preferred stock, not cash. Our $4.5 million investment in QSTAK will be recorded at cost, adding directly to our total assets and stockholders’ equity, and we expect the license itself to be recorded as an intangible asset as well. These transactions strengthen our balance sheet, align us closely with the team behind the technology, and give us a powerful platform to scale the entire SecureTech enterprise even faster. We couldn’t be more excited about what comes next,” added Mr. Sitra.

About SecureTech Innovations

SecureTech Innovations, Inc. (OTCQB: SCTH) is a diversified technology holding company whose subsidiaries operate across artificial intelligence-driven manufacturing, blockchain-based digital infrastructure and cybersecurity, and patented vehicle security systems. Its portfolio companies include AI UltraProd, which develops AI-powered industrial 3D manufacturing solutions; Piranha Blockchain, which focuses on Web3 security architecture, digital asset infrastructure, and cybersecurity systems, and holds a majority interest in QSTAK Market, LLC, a joint venture formed to commercialize the Company’s exclusively licensed QSTAKCHAIN technology; and Top Kontrol, which holds patented vehicle anti-theft and anti-carjacking technology. SecureTech’s mission is to deliver practical, transformative technologies that improve safety, automation, and digital resilience across multiple industries.

For further information, visit our websites:

securetechinnovations.com | aiultraprod.com | piranhablockchain.com | qstakchain.com | topkontrol.com

Disclaimer & Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and may include, but are not limited to, statements regarding the anticipated benefits of the exclusive license, the QSTAK Market joint venture, and SecureTech’s ownership interest in QSTAK; the expected timing of initial revenue from QSTAK Market; projections prepared by QSTAK; the earning and issuance of Series B Preferred Stock in future tranches and the commercial launch and revenue milestones that trigger them; QSTAK Market’s planned tokenization of real-world assets and other commercial activities; the development of post-quantum security features and the QSTAK exchange; the expected accounting treatment of the license, the QSTAK Market joint venture, and SecureTech’s interest in QSTAK, including the amounts at which they are recorded and their effect on SecureTech’s total assets and stockholders’ equity; the timing and content of future announcements; and SecureTech’s business, growth, and strategic outlook. These statements are often identified by words such as “believes,” “estimates,” “anticipates,” “expects,” “plans,” “projects,” “forecasts,” “intends,” “potential,” “may,” “could,” “might,” “will,” “should,” “approximately,” and similar expressions.

Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results, events, or circumstances to differ materially from those expressed or implied, including: the risk that the licensed technologies may not perform as expected or may not be successfully commercialized; that QSTAK Market may not generate revenue in the current fiscal quarter or in the amounts projected by QSTAK, whose projections are based on assumptions that may prove incorrect and have not been independently verified; that the commercial launch or revenue milestones may not occur; that QSTAK Market or QSTAK may incur operating losses or require additional capital that may not be available on acceptable terms, or at all; that tokenization, digital-asset, exchange, and related activities may require licenses, registrations, or approvals that may not be obtained, or may be affected by changes in law or regulation; that post-quantum security features may not be developed or may not perform as intended; that the amounts at which SecureTech records the license or its interest in QSTAK may differ from the stated value of the consideration, will depend on independent valuations and the review of SecureTech’s independent registered public accounting firm, and may later become impaired; that SecureTech’s stockholders may experience dilution or other effects from the issuance of preferred stock; the substantial doubt about the Company’s ability to continue as a going concern described in its most recent periodic reports; the risk that the Company will require additional capital and that such capital may not be available on acceptable terms, or at all; the Company’s current dependence on AI UltraProd for substantially all of its revenue; and other risks described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K, as amended, and its Quarterly Reports on Form 10-Q, as amended. The financial information in this press release is unaudited and is qualified in its entirety by reference to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026. The Company’s SEC filings are available at www.sec.gov. SecureTech undertakes no obligation to update any forward-looking statement to reflect new information, future events, or otherwise, except as required by applicable law.

###

Media Contact

SecureTech Innovations, Inc.

Email: ir@securetechinnovations.com

Phone: (651) 317-8990

Website: www.securetechinnovations.com

GRAPHIC

Filename: logo_1.jpg · Sequence: 9

Binary file (99005 bytes)

Download logo_1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 14

v3.26.3

Cover

Oct. 22, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 22, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

000-55927

Entity Registrant Name

SecureTech Innovations, Inc.

Entity Central Index Key

0001703157

Entity Tax Identification Number

82-0972782

Entity Incorporation, State or Country Code

Entity Address, Address Line One

2355 Highway 36 West

Entity Address, Address Line Two

Suite 400

Entity Address, City or Town

Roseville

Entity Address, State or Province

Entity Address, Postal Zip Code

55113

City Area Code

(651)

Local Phone Number

317-8990

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration