Form 8-K

8-K — CDT Equity Inc.

Accession: 0001493152-26-032375

Filed: 2026-07-07

Period: 2026-06-30

CIK: 0001896212

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

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

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

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8-K

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2026-06-30

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2026-06-30

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 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): June 30, 2026

CDT

Equity Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-41245

87-3272543

(State

or other jurisdiction

(Commission

(I.R.S.

Employer

incorporation)

File

Number)

Identification

No.)

4851

Tamiami Trail North, Suite 200, Naples, FL

34103

(Address

of principal executive offices)

(Zip

Code)

(646)

491-9132

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions (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 (17 CFR 240.14a-12)

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of Each Class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.0001 par value per share

CDT

The

Nasdaq Stock Market LLC

Redeemable

Warrants, each whole warrant exercisable for one share of Common Stock

CDTTW

The

Nasdaq Stock Market LLC

Indicate

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

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

Emerging

growth company ☒

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

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

Item

1.01 Entry into a Material Definitive Agreement.

previously disclosed on June 11, 2026, CDT Equity Inc. (the “Company”), issued a senior secured convertible promissory note

(the “Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $1,971,000 (the “Principal

Amount”), in connection with a Loan Agreement entered into by and between the Company and the Lender (the “Agreement”).

The Company will receive $1,460,000, before deduction of closing fees (the “Loan”), funded in two tranches. On June 30, 2026,

the Company entered into an Amended and Restated Loan Agreement (the “Amended Loan Agreement”) and an Amended and Restated

Senior Secured Convertible Note (the “Amended Note”) to close the second tranche of the Loan. As a result of the Amended

Loan Agreement and the Amended Note, the twenty-four equal weekly installment payments of $82,125 shall commence on July 10, 2026, which

were previously mutually agreed upon to start on June 18, 2026.

This

summary is not a complete description of all of the terms of the Amended Note and the Amended Loan Agreement and are qualified in their

entirety by reference to the full text of the Amended Note and the Amended Loan Agreement which are filed as Exhibits 10.1 and 10.2 respectively

hereto, which are incorporated by reference into this Item 1.01.

Item

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

The information

set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item

9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit

No.

Description

10.1

Form of Amended and Restated Senior Secured Convertible Promissory Note

10.2

Amended and Restated Loan Agreement, dated June 30, 2026, by and between the Company and the Lender

104

Cover

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

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.

CDT

EQUITY INC.

July

7, 2026

By:

/s/

Andrew Regan

Name:

Andrew

Regan

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

Exhibit

A to Loan Agreement

Senior

Secured Convertible Note

THIS

SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON

AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY

NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION

FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE

SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS SECURITY.

Original Issue Date: June 11, 2026

Funding Amount

$ 1,401,600 1

Final Maturity Date: December 18, 2026

Original Principal Amount:

$ 1,971,000

CDT

EQUITY INC.

SENIOR

SECURED CONVERTIBLE NOTE

THIS

SENIOR SECURED CONVERTIBLE NOTE is a duly authorized and validly issued promissory note of CDT Equity Inc., a Delaware corporation

(the “Company”), designated as its original issue discount senior secured convertible installment promissory note

(the “Note”).

FOR

VALUE RECEIVED, the Company promises to pay to the order of J.J. Astor & Co., (the “Lender”) or any other

subsequent holder of this Note (together with the Lender, the “Holder”), the Original Principal Amount of this Note

as set forth above (the “Original Principal Amount”) in twenty-four (24) weekly installments of $82,125.00 each (the

“Weekly Installment Payments”) commencing on July 10, 2026 and thereafter on each succeeding Friday of the next succeeding

twenty-three (23) weeks until the Final Maturity Date as set forth above, or such earlier date as this Note is required or permitted

to be repaid as provided hereunder (as the case may be, the “Maturity Date”). This Note is subject to the following

additional provisions:

Section

1. Definitions. This is the Initial Note, as defined in the Loan Agreement. For the purposes hereof, in addition to the terms

defined elsewhere in this Note: (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement,

and (b) the following terms shall have the following meanings:

“AGP,”

“ATM Financing,” and “Payment Direction Agreement” shall have the meanings as those terms are defined

in the Loan Agreement.

“Ascent-Sarborg

Purchase Agreements” shall have the meaning as that term is defined in the Loan Agreement.

1 NTD: $1,460,000 less the $58,400 Origination Fee to the Lender under the Flow of Funds Agreement.

“Bankruptcy

Event” means any of the following events: (a) the Company or any “Significant Subsidiary” (as such term is

defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization,

arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction

relating to the Company or any Subsidiary thereof, (b) there is commenced against the Company or any Subsidiary thereof any such

case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is

adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the

Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of

its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant

Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof

calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company

or any Significant Subsidiary thereof admits in any legal proceeding that it is generally unable to pay its debts as they become

due, (h) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to,

approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the

foregoing.

“Business

Day” shall have the meaning as that term is defined in the Loan Agreement.

“Change

of Control Transaction” means the occurrence after the date hereof of any of: (a) an acquisition after the date hereof by an

individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective

control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50%

of the voting securities of the Company (other than by means of conversion of Note), (b) the Company or its significant Subsidiaries

merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company or its significant Subsidiaries

and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 50%

of the aggregate voting power of the Company or the successor entity of such transaction or less than 50% of the equity of its Subsidiaries,

(c) the Company sells or transfers all or substantially all of its assets or the assets of its Subsidiaries to another Person and the

stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity

immediately after the transaction, or (d) the execution by the Company of an agreement to which the Company is a party or by which it

is bound, providing for any of the events set forth in clauses (a) through (c) above.

“Closing

Date” shall have the meaning as that term is defined in the Loan Agreement.

“Common

Stock” and “Common Stock Equivalents” shall have the meanings as those terms are defined in the Loan Agreement.

“Contingent

Obligation” means, with respect to any Loan Party any obligation of such Loan Party guaranteeing or intended to guarantee

any Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether

directly or indirectly, including, without limitation, (a) the direct or indirect guaranty, endorsement (other than for collection

or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Loan Party of the

obligation of a primary obligor, (b) the obligation to make take-or-pay or similar payments, if required, regardless of

nonperformance by any other party or parties to an agreement, and (c) any obligation of such Loan Party, whether or not contingent,

(i) to purchase any such primary obligation or any property constituting direct or indirect security therefore, (ii) to advance or

supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of

the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets,

securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary

obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary

obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not

include any product warranties extended in the ordinary course of business. The amount of any Contingent Obligation shall be deemed

to be an amount equal to the stated or determinable amount of the primary obligation with respect to which such Contingent

Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the

terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated

liability with respect thereto (assuming such Loan Party is required to perform thereunder), as determined by such Loan Party in

good faith.

“Conversion

Price” shall have the meaning as that term is defined in the Loan Agreement.

“Conversion

Price Formula” shall have the meaning as that term is defined in the Loan Agreement.

“Conversion

Price Reductions” shall have the meaning as that term is defined in the Loan Agreement.

“Conversion

Shares” shall have the meaning as that term is defined in the Loan Agreement.

“DACA”

shall have the meaning as that term is defined in the Loan Agreement.

“Default

Amount” means, if an Event of Default shall occur, the sum of: (1) the amount obtained by multiplying (x) the

Outstanding Principal Amount of this Note by (y) 120% (the “Default Principal Amount”), plus (2) default

interest on such Default Principal Amount at the rate of 19% per annum, compounded daily, and all other amounts, costs, expenses, and

liquidated damages due under or in respect of this Note, if any.

“Equity

Receipts” shall have the meaning as that term is defined in the Loan Agreement.

“Escrow

Agreement” shall have the meaning as that term is defined in the Loan Agreement.

“Event

of Default” shall have the meaning set forth in Section 5(a).

“Extraordinary

Receipts” shall have the meaning as that term is defined in the Loan Agreement.

“Indebtedness”

means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money; (b) all obligations

of such Person for the deferred purchase price of property or services (other than trade payables and accrued expenses or other

accounts payable incurred in the ordinary course of such Person’s business); (c) all obligations of such Person evidenced by

bonds, debentures, notes or other similar instruments or upon which interest payments are customarily made; (d) all reimbursement,

payment or other obligations and liabilities of such Person created or arising under any conditional sales or other title retention

agreement with respect to property used and/or acquired by such Person, even though the rights and remedies of the lessor, seller

and/or lender thereunder may be limited to repossession or sale of such property, (e) all Capitalized Lease Obligations of such

Person; (f) all obligations and liabilities, contingent or otherwise, of such Person, in respect of letters of credit, acceptances

and similar facilities other than obligations and liabilities that are cash collateralized on terms reasonably satisfactory to the

Lender; (g) all net obligations and liabilities, calculated on a basis reasonably satisfactory to the Lender and in accordance with

accepted practice, of such Person under Hedging Agreements; (h) all monetary obligations under any receivables factoring, receivable

sales or similar transactions and all monetary obligations under any synthetic lease, tax ownership/operating lease, off-balance

sheet financing or similar financing; (i) all Contingent Obligations; and (j) all obligations referred to in clauses (a) through (i)

of this definition of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or

otherwise, to be secured by) a Lien upon property owned by such Person, even though such Person has not assumed or become liable for

the payment of such Indebtedness, provided, however that if recourse in respect of any Indebtedness of the foregoing is

limited to specific assets, then such Indebtedness shall be deemed to be equal to the lesser of (x) the aggregate unpaid amount of

such Indebtedness and (y) the fair market value of the asset encumbered thereby as determined by such Person in good faith; provided

further, that Indebtedness shall not include (i) purchase price holdbacks arising in the ordinary course of business in respect

of a portion of the purchase price of an asset to satisfy warranties or other unperformed obligations of the seller of such asset,

(ii) endorsements of checks or drafts arising in the ordinary course of business, (iii) preferred Equity Interests to the extent

permitted under the Loan Agreement and (iv) any earnout or similar purchase price obligation until such obligation is required to be

reflected on the balance sheet of such Person in accordance with GAAP. The Indebtedness of any Person shall include the Indebtedness

of any partnership or joint venture in which such Person is a general partner or a joint venturer, so long as, in the case of a

joint venture, such Indebtedness is recourse to any Loan Party. For the avoidance of doubt, “Indebtedness” shall exclude

operating leases.

“Loan

Agreement” means the Loan Agreement, dated as of June 11, 2026, as amended and restated on June 30, 2026, by and between the

Company and the Lender, as the original Holder of the Note, as amended, modified, or supplemented from time to time in accordance with

its terms.

“Maturity

Date” shall mean the earlier to occur of (a) the occurrence of an Event of Default, or (b) December 18, 2026.

“Maximum

Conversion Shares” shall have the meaning as that term is defined in the Loan Agreement.

“Minimum

Installment Payment” has the meaning set forth in Section 2(a).

“Most

Favored Nations Agreement” shall have the meaning as that term is defined in the Loan Agreement.

“Original

Issue Date” means the date of the first issuance of this Note, regardless of any transfers of any Note and regardless of the

number of instruments which may be issued to evidence such Note.

“Original

Principal Amount” means $1,971,000 as set forth on the first page of this Note

“Outstanding

Principal Amount” means at any point in time the Original Principal Amount less all Minimum Installment Payments made or any

prepayment(s) of this Note, if any.

“Payment

Amount” means, at any point in time with respect to the Note at any time, the sum of: (a) the Original Principal

Amount of this Note or the Default Amount (as applicable), at such time, less (b) all Minimum Installment Payments and any

prepayments previously made, if any, plus (c) all other amounts, costs, expenses, and liquidated damages due under or

in respect of this Note.

“Payment

Notice” means the written notice to be provided by the Lender to the Company pursuant to which the Lender shall specify the

manner in which the Lender intends to receive Weekly Installment Payments, either (a) in cash paid by the Company or pursuant to the

Payment Direction Agreement or (b) by issuance of immediately salable Conversion Shares which have been registered for resale under the

Securities Act pursuant to the Registration Rights Agreement or which are otherwise exempt from the registration requirements of the

Securities Act.

“Principal

Amount” means, with respect to the Note at any time, the then Outstanding Principal Amount of such Note; provided that

from and after the occurrence of an Event of Default the Principal Amount shall be the Default Amount.

“Scheduled

Payment Date” means, on Friday of each week from and after the Original Issue Date, commencing with July 10, 2026 and continuing

on each of the following Fridays for the next succeeding twenty-three (23) consecutive weeks.

“Second

Funding Date” shall have the meaning as that term is defined in the Loan Agreement.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading

Market” has the meaning as that term is defined in the Loan Agreement.

“Transfer

Agent Instructions” has the meaning as that term is defined in the Loan Agreement.

“Utah

Courts” shall have the meaning set forth in Section 6(d).

“Warrant”

means the Warrant that is fully earned and issuable upon execution of the Loan Agreement on the Agreement Date, regardless of whether

the second tranche of the Loan is funded, as defined in the Loan Agreement.

“Warrant

Shares” has the meaning as that term is defined in the Loan Agreement.

Section

2. Methods of Payment, Prepayment; Interest.

(a) On

each Scheduled Payment Date, the Company or AGP pursuant to the Payment Direction Agreement shall make Weekly Installment payments of

the Outstanding Principal Amount under this Note in an amount of not less than $82,125 (each a “Minimum Installment Payment”)

until the entire Payment Amount (or, if an Event of Default shall have previously occurred, the entire Default Amount) shall have been

paid in full. On the Maturity Date, the entire then Payment Amount (or, if an Event of Default shall have previously occurred, the entire

Default Amount) shall become immediately due and payable.

(b) The

Company may make Minimum Installment Payments of the Principal Amount under this Note either in cash or at the option of the Lender

in the form of Conversion Shares that have been fully registered for resale under the Securities Act and are immediately salable by

Lender; provided that the Lender shall give the Company a Payment Notice on the Original Issue Date and if amended thereafter on not

less than three (3) Business Days advance written notice of such election to accept Conversion Shares (the “Conversion

Notice”). The Company shall deliver the Conversion Shares to the Lender or to the brokerage account designated by the

Lender within two (2) Business Days following its receipt of the Conversion Notice. For the avoidance of doubt, if the Company fails

to timely deliver the specified amount of Conversion Shares in accordance with the Conversion Notice, it shall constitute an Event

of Default under this Note. The Lender shall not be entitled to convert any portion of the Note to the extent that, after giving

effect to such conversion, the Lender (together with its affiliates) would beneficially own in excess of 4.99% of the

then-outstanding shares of the Company’s common stock (the “Beneficial Ownership Cap”) which the Lender

may, in its sole discretion, increase to 9.99%.

Note shall be immediately payable in full upon a Change of Control Transaction.

(d) The

Outstanding Principal Amount of this Note, plus accrued interest hereon shall be subject to mandatory prepayment to the extent of (i)

any Extraordinary Receipts or (ii) any Equity Receipts received by the Company from consummation of the sale of Common Stock or Common

Stock Equivalents, whether pursuant to a resale registration statement or upon a financing in which AGP or any other investment bank

shall act as underwriter or placement agent (each a “Mandatory Prepayment”). Any such Mandatory Prepayment shall be

applied to the Weekly Installments of the $82,125 Minimum Installment Payments in the order of last maturing Indebtedness.

(e) From

and after the occurrence of an Event of Default, the Outstanding Principal Amount of this Note shall increase to the Default Amount and

this Note shall bear interest accruing at nineteen percent (19%) per annum, compounded daily and calculated on the basis of a 360-day

year, consisting of twelve 30-calendar-day periods, and shall accrue daily until payment in full of the Default Amount.

(f) Exchange

Cap. Notwithstanding any other provision of this Note, unless and until the Company obtains the approval of its stockholders as required

by the applicable rules and regulations of the Trading Market, the Company shall not issue, upon conversion of this Note or otherwise

pursuant hereto, a number of shares of Common Stock that, together with all other shares of Common Stock issued in any transaction required

to be aggregated therewith under such rules, would exceed the Maximum Conversion Shares (which, as provided in the Loan Agreement, may

not exceed 19.99% of the Company’s outstanding shares of Common Stock calculated on a non-diluted basis) (the “Exchange Cap”).

To the extent any conversion of this Note or other issuance hereunder would otherwise require the Company to issue shares of Common Stock

in excess of the Exchange Cap, the Company shall, in lieu of issuing such excess shares, pay to the Holder an amount in cash equal to

the number of such excess shares multiplied by the closing market price of the Common Stock on the applicable conversion date, payable

in immediately available funds within three (3) Business Days following such conversion date.

Section

3. Registration of Transfers and Exchanges.

(a) Different

Denominations. This Note is exchangeable for an equal aggregate Principal Amount of Note of different authorized denominations,

as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

(b)

Investment Representations. This Note has been issued subject to certain investment representations of the original Holder set

forth in the Loan Agreement and may be transferred or exchanged only in compliance with the Loan Agreement and applicable

federal and state securities laws and regulations.

on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may

treat the Person in whose name this Note is duly registered on the official Note register of the Company as the owner hereof for the

purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company

nor any such agent shall be affected by notice to the contrary.

Section

4. Covenants. As long as any portion of this Note remains outstanding, unless the Lender shall have otherwise given prior

written consent, the Company shall not, and shall not permit any of its Subsidiaries (if any) to, directly or indirectly:

(a) violate

any of the affirmative or negative covenants set forth in the Loan Agreement, this Note or in the other Transaction Documents, including

the covenants set forth in Article IV of the Loan Agreement;

(b) fail

to deliver the applicable number of Conversion Shares to a brokerage account specified in the Conversion Notice within two (2) Business

Days following the Company’s receipt of such Conversion Notice;

to notify the Lender of any proposed financing contemplated by the Most Favored Nations covenant set forth in the Loan Agreement or fail

to appropriately modify the Loan Agreement and the Transaction Documents, including this Note, if reasonably requested by the Holder;

(d) amend

its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and

adversely affects any rights of holders of Note;

(e) amend,

restate or otherwise modify any of the existing terms of any outstanding Indebtedness, (other than Indebtedness to the Lender) whether

or not set forth in the Company Disclosure Schedule;

(f) issue,

repay, repurchase or offer to repay, repurchase or otherwise acquire shares of Common Stock or Common Stock Equivalents, except to the

extent that they are expressly permitted under the Loan Agreement;

(g) incur,

repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than Permitted Indebtedness or as otherwise

expressly permitted under the Loan Agreement, provided that, such payments shall not be permitted if, at such time, or after giving

effect to such payment, any Event of Default exists or occurs;

(h) grant

or suffer to exist any Liens on its property or assets, other than Permitted Liens;

(i) pay

cash dividends or distributions on any equity securities of the Company;

(j)

enter into any transaction with any Affiliate of the Company, unless such transaction is made on an arm’s-length basis and

expressly approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for

board approval); or

(k) enter

into any agreement or commitment with respect to any of the foregoing.

Section

5. Events of Default.

(a) “Event

of Default” means, wherever used herein, the occurrence of any of the following events (whatever the reason for such event

and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order

of any court, or any order, rule or regulation of any administrative or governmental body):

(i) any

default in the payment of any Principal Amount, or Default Amount (as applicable) as and when the same shall become due and payable (whether

on a Scheduled Payment Date, the Maturity Date, by Mandatory Prepayment, acceleration or otherwise) which default, solely in the case

of required payment of the Minimum Installment Payment on any Scheduled Payment Date, is not fully cured within two (2) Business Days

(the “Grace Period”); provided, that there shall only be two (2) Grace Periods permitted under this

Note;

(ii) the

Company shall fail to observe or perform any other covenant or agreement contained in the Loan Agreement or this Note, which failure

is not cured, if capable of cure, within the earlier to occur of (A) three (3) Business Days after notice of such failure sent by the

Holder or by any other holder of Note to the Company and (B) three (3) Business Days after the Company has become aware of such failure;

and, for the avoidance of doubt, shall include the Company’s failure or refusal to promptly call a shareholders meeting within

the time specified in the Loan Agreement;

(iii) a

default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall

occur under the Loan Agreement, this Note or any of the other Transaction Documents or under other Permitted Indebtedness;

(iv) a

party to the Ascent-Sarborg Purchase Agreements, other than the Company, shall declare a default by the Company under either or both

of the Ascent-Sarborg Purchase Agreements;

(v) any

representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto or any

other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in

any material respect as of the date when made;

(vi) the

Company shall breach or violate in any respect the provisions of the Payment Direction Agreement, the Security Agreement, the Registration

Rights Agreement, the Warrant or the Transfer Agent Instructions;

(vii) the

Company or any Significant Subsidiary shall be subject to a Bankruptcy Event;

(viii)

the Company shall default (following the expiration of all cure or waiting periods and the provision of all notices required under

the applicable agreement(s)) on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement,

capital lease, factoring agreement or other instrument under which there may be issued, or by which there may be secured or

evidenced, any Indebtedness for borrowed money or money due under any long term leasing or factoring arrangement (but excluding the

Company’s headquarters lease under which the Company is in default as of the date of this Agreement as disclosed in the SEC

Reports) that (a) involves an obligation greater than $50,000, whether such Indebtedness now exists or shall hereafter be created,

and (b) results in such Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become

due and payable;

(ix) a

final non-appealable judgment by any competent court for the payment of money in an amount of at least $100,000 is rendered against the

Company, and the same remains undischarged and unpaid for a period of 45 days during which execution of such judgment is not effectively

stayed;

(x) the

Company shall fail to file with the SEC its Form 10-Q Quarterly Report for the fiscal quarter ended March 31, 2026 by July 15, 2026,

or shall be delinquent in the filing of any of its other SEC Reports, including its Form 8-K, interim reports or Form 10-Q quarterly

report or Form 10-K annual financial reports required to be filed with the SEC under the Exchange Act (beyond any period of grace granted

by the SEC with respect thereto); or

(xi) the

Common Stock shall have ceased to be listed or quoted on Nasdaq, the New York Stock Exchange or the NYSE American.

(b) Remedies

Upon Event of Default. If any Event of Default occurs and is continuing, this Note shall become, at the Holder’s election,

immediately due and payable in the Default Amount, and the Holder shall have the right to convert all or any portion of this Note into

Conversion Shares at the Event of Default Conversion Price (as defined in Section 5(c)) up to the Maximum Conversion Shares or such number

of Conversion Shares based on the then Default Amount of this Note, and shall be entitled to exercise its rights and remedies in connection

therewith under the other Transaction Documents, including enforcing its rights under the Subsidiary Guarantee and Security Agreement.

Upon the conversion in full of the Default Amount in accordance with the terms of this Note, the Holder shall promptly surrender this

Note to or as directed by the Company. In connection with such acceleration or exercise described herein, the Holder need not provide,

and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without

expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under

applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall

have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this section 5(b). No

such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

(c)

Default Make Whole Shares. The Event of Default Conversion Price shall be equal to the greater of (a) seventy percent (70%) of

the lowest VWAP of the Common Stock during the twenty (20) consecutive Trading Days immediately preceding the applicable conversion

date and (b) the Floor Price (in each case, as defined in the Loan Agreement). In the event the Event of Default Conversion Price is

determined by reference to the Floor Price (that is, seventy percent (70%) of such lowest VWAP is less than the Floor Price), the

Company shall issue to the Holder additional Conversion Shares (the “Make Whole Shares”) in a number equal to (i) the

number of Conversion Shares that would have been issuable upon conversion of the applicable portion of the Default Amount at seventy

percent (70%) of such lowest VWAP, without giving effect to the Floor Price, minus (ii) the number of Conversion Shares actually

issued upon such conversion at the Floor Price. Notwithstanding the foregoing, to the extent the issuance of any Make Whole Shares

would cause the aggregate number of Conversion Shares issued under this Note to exceed the Maximum Conversion Shares

(representing 19.99% of the Company’s outstanding shares of Common Stock) absent approval of the Company’s stockholders,

the Company shall settle the value of such excess Make Whole Shares in cash, payable within three (3) Business Days following the

applicable conversion date and valued at the closing price of the Common Stock on such conversion date.

Section

6. Miscellaneous.

(a) Notices.

Any and all notices or other communications or deliveries to be provided by the Holder hereunder shall be in writing and delivered personally,

by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth

in the Loan Agreement, or such other email address or address as the Company may specify for such purposes by notice to the Holder delivered

in accordance with this Section 6(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder

shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier

service addressed to each Holder at the facsimile number, email address or address of the Holder appearing on the books of the Company,

or if no such facsimile number or email attachment or address appears on the books of the Company, at the principal place of business

of such Holder, as set forth in the Loan Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and

effective on the earliest of: (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile

number or email attachment to the email address set forth on the signature pages attached hereto prior to 5:30 p.m. (Eastern time) on

any date, (ii) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the

facsimile number or email attachment to the email address set forth on the signature pages attached hereto on a day that is not a Business

Day or later than 5:30 p.m. (Eastern time) on any Business Day, (iii) the second Business Day following the date of mailing, if sent

by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to

be given.

(b) Absolute

Obligation, Security and Ranking. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation

of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable,

on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the

Company and is secured by and under the Subsidiary Guarantee and Security Agreement. This Note is a direct debt obligation of the Company,

and ranks senior to all other evidence of Indebtedness of the Company or any of its Subsidiaries.

or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange

and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note,

a new Note for the Principal Amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss,

theft or destruction of such Note, and of the ownership hereof, and customary indemnity reasonably satisfactory to the Company.

(d)

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be

governed by and construed and enforced in accordance with the internal laws of the State of Utah, without regard to the principles

of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of

the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective

Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts

sitting in the County of Salt Lake, Utah (the “Utah Courts”). Each party hereto hereby irrevocably submits to the

exclusive jurisdiction of the Utah Courts for the adjudication of any dispute hereunder or in connection herewith or with any

transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),

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 such Utah Courts, or such Utah Courts are improper or inconvenient venue for such proceeding. Each

party hereby irrevocably waives personal service of process and consents to process being served in any such suit, Action or

Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such

party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in

any other manner permitted by applicable law. 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 Note or the

transactions contemplated hereby. If any party shall commence an Action or Proceeding to enforce any provisions of this Note, then

the prevailing party in such Action or Proceeding shall be reimbursed by the other party for its attorney’s fees and other

costs and expenses incurred in the investigation, preparation and prosecution of such Action or Proceeding.

(e) Waiver.

Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver

of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder

to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party

of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver

by the Company or the Holder must be in writing.

(f) Severability.

If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision

is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it

shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable

rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The

Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever

claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company

from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time

hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully

do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law,

hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such

as though no such law has been enacted.

(g)

Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be

cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in

equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the

Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this

Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly

provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation

thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any

other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations

hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company

therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other

available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing

economic loss and without any bond or other security being required. The Company shall provide all information and documentation to

the Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms

and conditions of this Note.

(h) Next

Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall

be made on the next succeeding Business Day.

(i) Headings.

The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect

any of the provisions hereof.

Section

7. Amendments; Waivers. Any modifications, amendments or waivers of the provisions hereof shall be subject to Section 5.05

of the Loan Agreement.

Balance

of this page left blank – signature page follows

IN WITNESS WHEREOF, the Company has caused this Senior Secured Convertible Note to be duly executed by a duly authorized officer as of the date and year first above indicated.

CDT EQUITY INC.

By:

/s/ Andrew Regan

Name:

Dr. Andrew Regan,

Title:

Chief Executive Officer

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

AMENDED

AND RESTATED LOAN AGREEMENT

This

Amended and Restated Loan Agreement (this “Agreement”) is dated as of June 30, 2026 (the “Agreement Date”)

and is made and entered into between CDT Equity Inc., (formerly Conduit Pharmaceuticals Inc.) a Delaware corporation (the “Company”),

and J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”).

WHEREAS,

the Company and the Lender entered into a loan agreement dated as of June 11, 2026 (the “Prior Loan Agreement”)

pursuant to which the Lender advanced the first tranche of $268,299.70 in net proceeds from a One Million Four Hundred Sixty Thousand

($1,460,000) Dollar loan provided by the Lender (the “Loan”), to enable the Company to pay Delaware franchise taxes;

WHEREAS,

the Company now wishes to borrow the second tranche of $1,133,300.30 in net proceeds from the Loan, and the Company wishes to enter into

this Agreement and the Exhibits hereto and has issued to the Lender, the amended and restated One Million Nine Hundred Seventy-One Thousand

($1,971,000) Dollar Original Issue Amount senior secured convertible installment promissory note in the form of Exhibit A

hereto reflecting a factor rate of 1.35 times the amount of the Loan (the “Note”); and

WHEREAS,

the Company and its Subsidiary have agreed to further perfect and secure the Lender’s senior priority Lien on all of the assets

and properties of the Company pursuant to the Security Agreement and the Subsidiary Guarantee to be entered into on the Agreement Date;

and

WHEREAS,

in consideration for the Loan and as an inducement to the Lender entering into this Agreement and the other Transaction Documents, the

Company has agreed to enter into the Payment Direction Agreement and to issue the Warrant to the Lender on the Agreement Date; and

WHEREAS,

this Agreement supersedes in its entirety the Prior Loan Agreement; and

WHEREAS,

the Company and the Lender are executing and delivering this Agreement in reliance upon an exemption from securities registration requirements

of the Securities Act of 1933, as amended (the “Securities Act”), afforded by the provisions of Section 4(a)(2) and/or

Rule 506(b) of Regulation D promulgated thereunder by the U.S. Securities and Exchange Commission.

NOW,

THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the

receipt and adequacy of which are hereby acknowledged, the Company and the Lender agree as follows:

ARTICLE

DEFINITIONS

Section

1.01. Definitions. In addition to the terms defined elsewhere in this Agreement:

(a)

capitalized terms that are not otherwise defined herein have the meanings given to such terms in the

Note

(as defined herein), and (b) the following terms have the meanings set forth in this Agreement.

“$”

means United States Dollars.

“Acceleration

Event” means the occurrence and continuation of an Event of Default (as defined in the Note) beyond the applicable grace period,

if any, for cure.

“Acceleration

Notice” means a written notice from the Lender that it has elected to accelerate the Loan for payment after the occurrence

of an Acceleration Event.

“Action”

shall have the meaning ascribed to such term in Section 3.01(l).

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Agreement

Date” shall have the meaning as defined in the Recitals.

“AGP”

means A.G.P./Alliance Global Partners LLC.

“ATM

Financing” means any at the market financing and sales of Common Stock or Common Stock Equivalents that is underwritten, managed

or otherwise arranged by AGP.

“Ascent

LOC” means the equity line of credit provided by Ascent Partners Fund LLC (“Ascent”) to the Company, of

which $391,368.74 of Company Indebtedness remains outstanding and owed to Ascent.

“Ascent-Sarborg

Purchase Agreements” means collectively (i) up to 1,666,665 shares of Common Stock (the “ELOC Shares”) issuable

pursuant to that certain directed stock purchase agreement entered into on January 16, 2026, as amended on March 3, 2026 (as amended,

the “Amended ELOC Purchase Agreement”) by and between the Company and Ascent relating to Ascent LOC, and (ii) 4,422,133

shares of Common Stock (the “Sarborg Shares,” and together with the ELOC Shares, the “Shares”)

issued pursuant to the Securities Purchase Agreement entered into on February 19, 2026 (“Purchase Agreement”), by and between

the Company and all of the stockholders (collectively, the “Investors,” and together with Ascent, the “Selling Stockholders”)

of Sarborg Limited (“Sarborg”).

“Board

of Directors” means the board of directors of the Company and the Managing Director of the Subsidiary, as applicable.

“Business

Day” means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which

banking institutions in the State of Utah are authorized or required by law or other governmental action to close. If the last or appointed

day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action

may be taken or such right may be exercised on the next succeeding Business Day.

“Closing”

means the closing of the transactions contemplated by this Agreement pursuant to Section 2.01.

“Closing

Date” shall mean the Business Day when (i) all of the Transaction Documents have been duly executed and delivered by the applicable

parties thereto, (ii) all conditions to the initial funding set forth in the Transaction Documents shall have been satisfied in the reasonable

judgment of the Lender, and (iii) the Lender shall fund the first tranche of $268,299.70 in net proceeds from the Loan, to be used solely

to pay Delaware franchise taxes. The Lender shall fund the balance of $1,133,300.30 in net proceeds from the Loan on the Second Funding

Date in accordance with this Agreement.

“DACA”

means the Deposit Account Control Agreement to be entered into among the Company, the Lender and the depository bank at which the Company

maintains the deposit account into which the net proceeds of each ATM Financing are deposited, in form and substance satisfactory to

the Lender, granting the Lender control (within the meaning of the Uniform Commercial Code) over such account, the execution and delivery

of which is a condition to the funding of the second tranche of the Loan on the Second Funding Date.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock, par value $0.0001 per share, of the Company and any other

class of securities into which such securities may hereafter be reclassified or changed.

“Common

Stock Equivalent” means any convertible note, convertible preferred stock, warrant, option or other right to receive or subscribe

for or purchase any additional shares of Common Stock or any Common Stock Equivalent.

“Company

Disclosure Schedule” means the disclosure schedule submitted by the Company to the Lender as exceptions to or disclosures in

respect of the representations and warranties of the Company set forth in this Agreement.

“Conversion

Notice” shall have the meaning as that term is defined in the Note.

“Conversion

Price” means the per-share price at which all or any portion of the then-outstanding balance of the Note may be converted into

shares of the Company’s Common Stock, determined in accordance with the Conversion Price Formula set forth in this definition.

Commencing six (6) months following the Closing Date, the Lender shall have the right, at its sole option, to convert all or any portion

of the then-outstanding balance of the Note into shares of the Company’s Common Stock at a conversion price equal to the greater

of: (a) Ninety Percent (90%) of the lowest volume-weighted average price (“VWAP”) of the Company’s common stock

over the ten (10) consecutive trading days immediately preceding the date of conversion; or (b) the applicable Nasdaq Floor Price (the

“Conversion Price Formula”); provided, however, that:

(i)

so long as the Trading Market is Nasdaq, the Conversion Price and the Conversion Price Formula shall be subject to Nasdaq Rule 5635(d)

(the “Nasdaq Floor Price”),

(ii)

the Conversion Price shall be subject to one or more Conversion Price Reductions, and

(iii)

as a result of the application of the Nasdaq Floor Price or pursuant to any restrictions contained in the Ascent-Sarborg Purchase Agreements

the Company is restricted from issuing its Common Stock at a conversion price below a certain minimum price per share (such minimum per-share

conversion price, the “Floor Price”), in the event that the closing market price of the Common Stock on the Trading

Market at the time of notice of any one or more weekly installment conversions of the Note (the “Market Price” ) shall

be less than the Conversion Price then in effect based on the Conversion Price Formula, the Company shall pay to the Lender

a make-whole amount equal to the difference between (x) the number of shares the Lender would have received had the conversion been effected

at the Market Price and (y) the number of shares actually issued at the Floor Price, multiplied by the closing market price of the Common

Stock on the date of conversion (the “Make-Whole Amount”). The Make-Whole Amount shall be paid, at the Lender’s

election, either (A) in immediately available funds in cash within three (3) Business Days of the conversion date, or (B) freely tradeable,

registered shares of Common Stock valued at the Market Price on the conversion date, delivered to the Lender within two (2) trading days

following the conversion date (the “Make Whole Payment”). If the Lender elects to receive the Make-Whole Amount in shares

and the net proceeds actually realized by the Lender upon sale of such shares are less than the Make-Whole Amount, or if for any reason

(including the 19.99% limitation on share issuances described in this Agreement) the Company is unable to deliver freely tradeable shares

sufficient to satisfy the Make-Whole Amount in full, the Company shall pay the resulting shortfall to the Lender in cash within three

(3) Business Days following the Lender’s demand. For the avoidance of doubt, if, for example, the Market Price shall be $2.00 per

share and the Lender shall convert any weekly installment or the Note into 20,000 Conversion Shares when the Floor Price is $3.00 per

share, the Company shall pay to Lender an additional $1.00 per share or $20,000 in cash or free trading shares.

Notwithstanding

the foregoing, in the event of acceleration of the Obligations under the Note upon and following the occurrence of an uncured Event of

Default, the Lender shall have the right, at its sole option, to convert all or any portion of the then-outstanding balance (including

any default premium) into shares of the Company’s common stock at a conversion price equal to the greater of: (a) a seventy percent

(70%) of the lowest VWAP over the twenty (20) consecutive trading days immediately preceding the date of conversion and (b) the Floor

Price (the “Event of Default Conversion Price”). In addition, in the event that the Event of Default Conversion Price

is determined by reference to the Floor Price (that is, seventy percent (70%) of the lowest VWAP over the twenty (20) consecutive trading

days immediately preceding the date of conversion is less than the Floor Price), the Company shall issue to the Lender additional immediately

salable Conversion Shares (the “Make Whole Shares”) equal to the difference between (x) the number of Conversion Shares

the Lender would have received had such conversion been effected at seventy percent (70%) of the lowest VWAP over the twenty (20) consecutive

trading days immediately preceding the date of conversion (without application of the Floor Price), and (y) the number of Conversion

Shares actually issued to the Lender at the Event of Default Conversion Price. For the avoidance of doubt, if the Floor Price is $3.00

per share and seventy percent (70%) of the lowest VWAP of the Company’s Common Stock over the twenty (20) consecutive trading days

immediately preceding the conversion date equals $1.50 per share, and the Lender converts a portion of the Note that yields 20,000 Conversion

Shares at the $3.00 Event of Default Conversion Price (the Floor Price), the Company shall issue to the Lender an additional 20,000 Conversion

Shares as Make Whole Shares (representing the 40,000 Conversion Shares the Lender would have received at the $1.50 per share Conversion

Price, less the 20,000 Conversion Shares issued at the $3.00 Floor Price). Accordingly, the aggregate number of Conversion Shares subject

to the Event of Default Conversion Price shall be subject to increase based on the issuance of additional Make Whole Shares, as provided

above. Notwithstanding the foregoing, to the extent that the issuance of any Make Whole Shares would cause the aggregate number of shares

of Common Stock issued upon conversion of the Note to exceed 19.99% of the Company’s issued and outstanding Common Stock (the limitation

set forth in the definition of “Maximum Conversion Shares”) and stockholder approval for such issuance has not been

obtained, the Company shall settle the value of such excess Make Whole Shares in cash, payable in immediately available funds within

three (3) Business Days of the applicable conversion date, valued at the closing market price of the Common Stock on the conversion date.

“Conversion

Price Reductions” means that, if at any time while there remains an outstanding principal balance under the Note, the Company

issues, on any one or more occasions, any securities, including convertible notes or debentures, Common Stock or other Common Stock Equivalents,

other than an Exempt Issuance, at a conversion price, exercise price or per share price that is lower than such Conversion

Price based on the Conversion Price Formula, the Conversion Price shall be reduced to the lowest conversion price, exercise price or

per share price issued by the Company and the Maximum Conversion Shares shall be subject to appropriate increase as a result thereof.

“Conversion

Shares” shall mean the shares of Common Stock of the Company issuable upon any full or partial permitted conversion of the

Note and includes shares of Common Stock of the Company issuable if the Lender issues an Acceleration Notice that it elects to accelerate

the Loan for payment after the occurrence and continuation of an Event of Default (as defined in the Note) beyond the applicable grace

period, if any, for cure, the Conversion Price shall be the Event of Default Conversion Price and the Conversion Shares shall be up to

the Maximum Conversion Shares, and shall include the Make Whole Shares.

“Covenant

Compliance Guaranty Agreement” means the “limited guarantee agreement” executed by Dr. Andrew Regan, the Chief

Executive Officer of the Company, in the form of Exhibit H attached hereto.

“Default

Amount” means if an uncured Event of Default has occurred, the outstanding balance of the Note shall immediately become due

and payable in full, shall be increased to One Hundred and Twenty Percent (120%) of the then-outstanding principal amount of the Note,

and shall begin accruing interest at a default interest rate of Nineteen Percent (19%) per annum, compounded daily. The Lender shall

then have the right to convert the Default Amount at the Event of Default Conversion Price.

“Equity

Interests” means Common Stock or Common Stock Equivalents, as applicable.

“Equity

Investment” means any joint venture, partnership or other direct or indirect investments of the Loan Parties in Equity

Interests.

“Equity

Receipts” means the aggregate amount of cash received by the Company or any of its Subsidiaries in consideration for

any issuance or sale by the Company or such Subsidiary on or after the Closing Date of (a) any of its Equity Interests or (b) any other

security or instrument representing Equity Interests (or the right to obtain any Equity Interests) in such Person, excluding any cash

received pursuant to an Exempt Issuance and reduced by any commissions or other transaction expenses paid by the Company in connection

with any such issuance or sale.

“Exempt

Issuance” means and is limited to: (i) the issuance by the Company of the Note, Conversion Shares and the Warrant Shares, (ii)

the issuance of the maximum number of the Shares under the Ascent-Sarborg Purchase Agreements, (iii) the issuance of Common Stock or

Common Stock Equivalents in connection with any ATM Financings, and (iv) the issuance by the Company of any Common Stock or standard

options to purchase Common Stock to directors, officers, employees or consultants of the Company or its Subsidiary in their capacity

as such pursuant to an employee benefit plan which has been approved by the Board of Directors of the Company prior to the date hereof

pursuant to which Common Stock and standard options to purchase Common Stock may be issued to any employee, officer, director or consultant

for services provided to the Company or its subsidiaries in their capacity as such. For the avoidance of doubt, the term “Exempt

Issuance” does not mean or include the issuance of any other Indebtedness or debt securities or any other Common Stock or Common

Stock Equivalents by the Company or the Subsidiary, unless otherwise approved and consented to in writing in advance by the Lender.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Extraordinary

Receipts” means the aggregate amount of cash received by Company from any tax refunds, judgments, litigation settlements,

indemnity payments, or other extraordinary receipts received on or after the Funding Date.

“FINRA”

means the Financial Industry Regulatory Authority.

“Flow

of Funds Agreement” means the agreement between the Company and the Lender in the form of Exhibit F annexed hereto.

“Funding

Amount” means, (a) with respect to the Note, ninety-six percent (96%) of the amount of the $1,460,000 Loan which shall be funded

in two tranches; namely $268,299.70 to pay Delaware franchise taxes and the balance of $1,133,300.30 if all conditions to such second

funding have been satisfied to the reasonable satisfaction of the Lender, after deduction of (i) a $58,400 Origination Fee due from the

Company to the Lender, representing four percent (4%) of the Loan which shall be retained by the Lender as 4% on each tranche of the

Loan for its own account, and (ii) payment in full of the Indebtedness of the Company under the Ascent LOC, all as set forth in the Flow

of Funds Agreement.

“Funding

Date” shall mean the Closing Date of the second tranche of the Loan.

“Knowledge

of the Company” and similar statements refer to the actual knowledge of any executive officer of the Company after due inquiry

of those persons employed by the Company or any Subsidiary charged with administrative or operational responsibility for such matter.

“Grace

Period” has the meaning as that term is defined in the Note.

“Indebtedness”

has the meaning as that term is defined in the Note.

“Insolvency

Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy,

reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for

the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of any Person’s

creditors generally or any substantial portion of such Person’s creditors, in each case undertaken under U.S. federal, state or

foreign law.

“Intercreditor

Agreement” shall mean the intercreditor and subordination agreement between the Subsidiary and the Lender in the form of Exhibit

J annexed hereto.

“Intellectual

Property Rights” shall have the meaning ascribed to such term in Section 3.01(q).

“Liens”

shall mean a lien, charge, security interest, mortgage, encumbrance, right of first refusal, preemptive right or other restriction or

adverse claim of a third party against property.

“Loan”

shall have the meaning ascribed to such term in Section 2.01(a).

“Loan

Parties” have the meaning ascribed to such term in Section 3.01.

“Material

Adverse Effect” shall have the meaning ascribed to such term in Section 3.01(a).

“Maximum

Conversion Shares” means, after acceleration for payment of the Note following the occurrence of any Event of Default (as defined

in the Note) which shall not be timely cured by the Loan Parties and the Outstanding Principal Amount of the Note shall automatically

increase by 120% (a maximum of $2,365,200), shall accrue interest on such Outstanding Principal Amount at the rate of 19% per annum,

compounded daily, and upon the request of the Lender, all or any portion of such increased Outstanding Principal Amount of the Note and

accrued interest thereon may be converted by the Lender into that number of shares of Company Common Stock as shall be determined by

(a) dividing 200% of the then increased Outstanding Principal Amount of the Note by (b) the Event of Default Conversion Price then in

effect; provided that, (i) notwithstanding the election of the Lender to convert all or any part of the then Outstanding

Principal Amount of the Note, the Company shall have the right to pay in cash the entire then Outstanding Principal Amount of all Note

being converted following Lender’s notice of its election to convert the Note and prior to any such conversion, and (ii) the maximum

number of shares of Common Stock of the Company that may be issued pursuant to any such permitted conversion of the Note (calculated

on a fully-diluted basis) shall not be greater than 19.99% of the number of shares of Common Stock of the Company then issued and outstanding

(calculated on a non-diluted basis) unless stockholder approval has been obtained.

“Exchange

Cap” means the limitation that, unless and until the Company obtains the approval of its stockholders as required

by the applicable rules and regulations of the Trading Market (including, so long as the Common Stock is listed on the Nasdaq Stock Market,

Nasdaq Listing Rule 5635(d)), the Company shall not issue, upon conversion of the Note or otherwise pursuant hereto or thereto, a number

of shares of Common Stock that, together with all other shares of Common Stock required to be aggregated therewith under such rules,

would exceed 19.99% of the Company’s issued and outstanding shares of Common Stock calculated on a non-diluted basis. To the extent

any conversion of the Note or other issuance hereunder or thereunder would otherwise require the Company to issue shares of Common Stock

in excess of the Exchange Cap, the Company shall, in lieu of issuing such excess shares, pay to the Lender an amount in cash equal to

the number of such excess shares multiplied by the closing market price of the Common Stock on the applicable conversion date, payable

in immediately available funds within three (3) Business Days following such conversion date.

“Most

Favored Nations Agreement” shall have the meaning as that term is defined in Section 4.02 of this Agreement.

“net

proceeds” means the aggregate cash proceeds received by the Company or any Subsidiary in connection with the applicable transaction,

net of the direct costs relating to transaction, including, without limitation, legal, accounting, consulting, printing and investment

banking fees, sales commissions and underwriters’ discounts, and taxes paid or payable as a result of the transaction.

“Note”

has the meaning as defined in the Recitals.

“Obligations”:

(a) the unpaid principal of and interest on (including interest accruing after the maturity of the Note and interest accruing after the

filing of any petition in bankruptcy, or the commencement of any Insolvency Proceeding relating to any Loan Party, whether or not a claim

for post-filing or post-petition interest is allowed or allowable in such proceeding) the Note and all other obligations and liabilities

(including any fees or expenses that accrue after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization

or like proceeding, relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed or allowable

in such proceeding) of the Loan Parties to the Lender, whether direct or indirect, absolute or contingent, due or to become due, or now

existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Transaction Document

or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement

obligations, payment obligations, fees, indemnities, costs, expenses (including all reasonable and documented out-of-pocket fees, charges

and disbursements of counsel to the Lender that are required to be paid by any Loan party pursuant any Transaction Document or otherwise.

For the avoidance of doubt, the Obligations shall not include (x) any obligations arising under any warrants or other equity instruments

issued by any Loan Party to the Lender.

“Original

Principal Amount” shall have the meaning as that term is defined in the Note.

“Origination

Fee” shall mean the sum of $58,400 which shall be deducted as 4% on each tranche from the Funding Amount and retained by the

Lender pursuant to the Flow of Funds Agreement.

“Outstanding

Principal Amount” shall have the meaning as that term is defined in the Note.

“Payment

Notice” shall have the meaning as that term is defined in the Note.

“Payment

Direction Agreement” means the agreement in the form of Exhibit G hereto among the Company and Lender that shall

continue in full force and effect throughout the entire term of the Note and which provides for the following allocation of cash payments

and distributions (the “ATM Waterfall Distributions”) of the net proceeds of each ATM Financing:

(i)

Eighty Percent (80%) of all ATM Financing net proceeds shall be distributed to the Lender until the applicable minimum weekly installment

payment of $82,125 that is due and payable under the Note has been fully paid and satisfied for the relevant week;

(ii)

Thereafter, Fifty Percent (50%) of all ATM Financing net proceeds shall continue to be distributed to the Lender until the Note is paid

in full; and

(iii)

Upon the occurrence of an Event of Default under the Note, Eighty Percent (80%) of all ATM Financing net proceeds shall be distributed

to the Lender until the Note is paid in full (including any applicable Default Amount). This ATM Waterfall Distribution arrangement shall

remain in full force and effect and may not be rescinded, modified, or suspended by the Company without the prior written consent of

the Lender notifying the Company and AGP that the Note (including any applicable Default Amount) has been paid in full.

“Permitted

Indebtedness” means (a) the Company’s Indebtedness to the Lender; (b) Indebtedness existing on the Closing Date and disclosed

on Schedule 3.01(g); (c) unsecured Indebtedness to vendors, suppliers, service providers or other trade creditors incurred in the ordinary

course of business; and (d) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness

(a) through (d) above, provided that the principal amount thereof is not increased or the payment terms thereof are not modified to impose

more burdensome terms upon the Company or any Subsidiary, as the case may be;

“Permitted

Liens” means (i) Liens in favor of the Lender; (ii) Liens for taxes, assessments or governmental charges or levies that are not

yet delinquent or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto

are maintained on the books of the Loan Parties in accordance with GAAP; (iii) statutory Liens of carriers, warehousemen, mechanics,

materialmen or landlords, and other like Liens arising by operation of law in the ordinary course of business, in each case for amounts

not yet delinquent; (iv) pledges or deposits made in the ordinary course of business in connection with workers’ compensation,

unemployment insurance and other social security legislation; and (v) Liens existing on the Funding Date and disclosed on Section 3.01(r)

of the Company Disclosure Schedule.

“Person”

means an individual or corporation, partnership, trust, incorporated or un-incorporated association, joint-venture, limited liability

company, joint-stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Prepayment

Discount” means in the event that the Company shall offer to prepay the entire Outstanding Principal Amount of the Note within

forty-five (45) days of the Closing Date, the Lender shall have funded the second tranche of the Loan on the Second Funding Date, and

there has been no prior Event of Default, the repayment amount of the Note will be reduced to One Million Eight Hundred Eighty-Three

Thousand Four Hundred ($1,883,400) Dollars, less all Weekly Installment Payments previously made.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“Registration

Rights Agreement” shall mean the registration rights agreement in the form of Exhibit E hereto, under which the

Company shall file with the SEC a Form S-3 Registration Statement (the “Resale Registration Statement”) to register

for resale under the Securities Act for the benefit of the Lender 200% of the Maximum Conversion Shares and 100% of the Warrant Shares

(collectively, the “Registrable Securities”); provided, that such Resale Registration Statement shall be filed with

the SEC by a date which shall be not later than forty-five (45) days following the Closing Date.

“Required

Approvals” shall have the meaning ascribed to such term in Section 3.01(d).

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to

time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“SEC”

means the Securities and Exchange Commission.

“SEC

Reports” has the meaning ascribed to such term in Section 3.01(i).

“Second

Funding Date” shall mean June 30, 2026, being the Business Day on which the Lender funds the second tranche of $1,133,300.30

in net proceeds from the Loan, subject to the satisfaction of all conditions to the second Funding set forth in this Agreement, including

the Company’s delivery of a Delaware good standing certificate and evidence that the Company has timely filed all quarterly and

other reports with the Commission required to be filed under the Exchange Act.

“Second

Funding Conditions” means the conditions to the funding of the second tranche of the Loan set forth in Section 2.02(b), Section

2.03 and elsewhere in this Agreement, including, without limitation, the execution and delivery of the DACA or Escrow Agreement, delivery

of a Delaware certificate of good standing for the Company, evidence that the Company is current in all reports required to be filed

under the Exchange Act, the absence of any Default or Event of Default, receipt by the Lender of a payoff letter from Ascent Partners

Fund LLC together with related lien releases and UCC-3 termination statements, the Transfer Agent’s acknowledgment and acceptance

of the Transfer Agent Instructions, maintenance of a sufficient reserve of authorized and available shares of Common Stock, and the reaffirmation

by the Company and the Subsidiary Guarantor of all representations and warranties in this Agreement and the Note.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Security

Agreement” means the Security Agreement between the Company and the Lender, dated as of the Closing Date, in the form of Exhibit

C attached hereto.

“State

Securities Laws” means the securities (or “blue sky”) rules, regulations, or other similar laws of a particular

state.

“Stockholder

Approval” shall have the meaning as defined in Section 4.06.

“Stockholders

Meeting” shall have the meaning as defined in Section 4.06.

“Subsidiary”

and “Subsidiary Guarantor” means CDT Equity Ltd, a United Kingdom corporation, located at 80-83 Long Lane,

London, England, EC1A 9ET, being the only subsidiary of the Company as set forth on Section 3.01(a) and listed in the Company Disclosure

Schedule and shall, where applicable, include any other direct or indirect subsidiary of the Company formed or acquired after the date

hereof.

“Subsidiary

Guarantee” means the subsidiary guarantee executed by the Subsidiary Guarantor and in the form of Exhibit B attached

hereto.

“Trading

Market” means, as applicable, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New

York Stock Exchange, the NYSE American, any nationally recognized successor to any of the foregoing, or any other United States securities

exchange where the Company’s Common Stock trades on the date in question.

“Transaction

Documents” means the collective reference to (a) this Agreement, (b) the Note, (c) the Subsidiary Guarantee, (d) the Security

Agreement, (e) the Warrant, (f) the Covenant Compliance Guaranty Agreement, (g) the Registration Rights Agreement, (h) the Transfer Agent

Instructions, (i) the Payment Direction Agreement, (j) the Flow of Funds Agreement, (k) the Intercreditor Agreement, (l) the DACA, and

(m) all other appendices, exhibits and schedules hereto and thereto and any other documents or agreements executed in connection with

the transactions contemplated hereunder.

“Transfer

Agent Instructions” means an irrevocable instruction letter addressed to the Company’s transfer agent in the form of

Exhibit K attached hereto, with respect to the Conversion Shares issuable upon any full or partial conversion of the Note,

the Warrant Shares under the Warrant and the Maximum Conversion Shares, executed by an authorized officer of the Company and acknowledged

and accepted by the transfer agent of the Company’s Common Stock.

“Warrant”

means the five (5) year warrant issuable to the Lender on the Agreement Date, substantially in the form annexed hereto as Exhibit

D, entitling the holder to purchase up to Nine Hundred Twelve Thousand Five Hundred (912,500) Warrant Shares, calculated as Forty-Five

Percent (45%) of the Loan amount ($1,460,000) divided by the closing price of the Common Stock on the trading day immediately preceding

the Agreement Date. The exercise price of the Warrant shall equal the closing price of the Common Stock on the trading day immediately

preceding the Agreement Date, which was $0.7200 per share. The Warrant shall include cashless exercise provisions and customary full-ratchet

anti-dilution protections for down round sales of Common Stock or Common Stock Equivalents. The Warrant shall be fully earned and issuable

upon the execution of this Agreement on the Agreement Date, regardless of whether the second tranche of the Loan is funded.

“Warrant

Shares” shall mean, as applicable, the shares of Common Stock that are issuable under the Warrant, including the initial Nine

Hundred Twelve Thousand Five Hundred (912,500) shares of Common Stock issuable thereunder and any additional shares of Common Stock that

may become issuable pursuant to the adjustment provisions of the Warrant.

“Weekly

Installment Payments” shall have the meaning given to that term in the Note and in this Agreement, and shall be $82,125 per

week beginning Friday, July 10, 2026, with each subsequent payment due each Friday thereafter, and the 24th/final payment due December

18, 2026 (the “Maturity Date”). Each Weekly Installment Payment shall be due and payable by the Company in cash; provided,

however, that, in the manner and subject to the conditions provided in the Note, the Lender may, at its option, elect to receive all

or any portion of any Weekly Installment Payment in the form of Conversion Shares that have been registered for resale under the Securities

Act and are immediately salable by the Lender, valued in accordance with the Conversion Price.

ARTICLE

THE

LOAN

Section

2.01 Funding Dates.

(a)

(i) On the initial Funding Date, upon the terms and subject to the conditions set forth herein and in the other Transaction Documents

to be executed and delivered by the parties hereto and thereto, the Lender hereby agrees to make the initial Loan of $268,299.70 and

(ii) on the second Funding Date, if all other Company covenants and conditions to funding the second tranche of $1,133,300.30 have been

satisfied, including (A) delivery of a Delaware good standing certificate and (B) evidence that the Company is current in all of its

Exchange Act filings with the Commission, the Lender shall fund the second tranche of the Loan, which shall include payment of the outstanding

Indebtedness under the Ascent LOC. On the initial Funding Date, the Company hereby agrees to execute and deliver to the Lender the Note

in $1,971,000 Original Principal Amount, the Payment Direction Agreement, the Warrant and the other Transaction Documents, and the Lender

hereby agrees to accept from the Company such Transaction Documents.

(b)

On the second Funding Date, the Lender shall deliver to the Company, via wire transfer of immediately available funds, an amount equal

to $741,931.56, less wire transfer fees, representing the net proceeds to the Company, all set forth in the Flow of Funds Agreement.

(c)

At the initial Closing, the Company shall deliver to the Lender the Note, the Security Agreement, the Payment Direction Agreement and

all other Transaction Documents to be delivered and the Lender shall deliver the other items set forth in Section 2.02 deliverable at

the initial Closing.

(d)

Upon satisfaction of the conditions set forth in Sections 2.02 and 2.03, the Funding shall occur at the offices of the Lender’s

counsel, or such other location as the parties shall mutually agree or may be closed remotely by electronic delivery of documents.

Section

2.02 Funding Date Deliverables.

(a)

By Lender. On or prior to the initial Funding Date, the Lender shall deliver or cause to be delivered to the Company the following:

(i) this

Agreement duly executed by the Lender;

(ii) the

Security Agreement, the forms of which are attached hereto as Exhibit C, duly

executed by the Lender;

(iii) the

$268,299.70 Delaware franchise tax payment Funding Amount set forth in the Flow of Funds

Agreement, by wire transfer to VCorp Services LLC pursuant to the wiring instructions to

be provided;

(iv) the

Registration Rights Agreement duly executed by the Lender and in the form of Exhibit

E attached hereto;

(v) the

Flow of Funds Agreement duly executed by the Lender and in the form of Exhibit F

attached hereto;

(vi) the

Transfer Agent Instructions duly executed by the Lender and in the form of Exhibit

K attached hereto;

(vii) the

Payment Direction Agreement duly executed by the Lender and in the form of Exhibit

G attached hereto; and

(viii) the

Intercreditor Agreement duly executed by the Lender and in the form of Exhibit J

attached hereto.

(b)

Funding of Second Tranche of the Loan. If all of the conditions to funding the Loan

second tranche of $1,133,300.30 have been

satisfied by the Company to the Lender’s reasonable satisfaction, on the second Funding Date the Lender shall fund such second

tranche amount in accordance with the provisions of the Flow of Funds Agreement.

(c)

By the Company. On or prior to the appliable Funding Date, the Company has delivered or shall cause to be delivered to the Lender:

(i) this

Agreement, duly executed by an authorized officer on behalf of the Company;

(ii) the

Note, the form of which is attached hereto as Exhibit A, registered in the

name of the Lender, in the $1,971,000 Original Principal Amount calculated in accordance

herewith, duly executed by an authorized officer on behalf of the Company;

(iii) the

Subsidiary Guarantee in the form of Exhibit B, duly executed by the Subsidiary

Guarantor;

(iv) the

Security Agreement between the Company and the Lender, dated as of the Closing Date, in the

form of Exhibit C, duly executed by an officer of the Company;

(v) the

Warrant in the form of Exhibit D executed by an authorized officer of the Company;

(vi) the

Registration Rights Agreement duly executed by the Company and in the form of Exhibit

E attached hereto;

(vii) the

updated Flow of Funds Agreement duly executed by the Company and in the form of Exhibit

F attached hereto;

(viii) the

Payment Direction Agreement duly executed by the Company and AGP and in the form of Exhibit

G attached hereto;

(ix) the

Covenant Compliance Guaranty Agreement in the form of Exhibit H duly executed

by Dr. Andrew Regan, as CEO of the Company;

(x) the

DACA in the form of Exhibit I attached hereto, duly executed by all parties

thereto;

(xi) the

Intercreditor Agreement in the form of Exhibit J attached hereto, duly executed

by the managing director of the Subsidiary Guarantor;

(xii) the

Transfer Agent Instructions in the form of Exhibit K attached hereto, duly

executed by the Company and the Company’s transfer agent; and

(xiii) an

officer’s certificate of the Company and the Subsidiary Guarantor certifying its: (A)

charter (or similar formation document); (B) good standing certificate in its state or jurisdiction

of incorporation (or formation)1; (C) bylaws (or similar governing document);

and (D) resolutions of its Board of Directors (or similar governing body) approving and authorizing

the execution, delivery and performance of the Transaction Documents to which it is (or is

to be) a party.

Section

2.03 Funding Date Conditions.

(a)

The obligations of the Company hereunder in connection with the applicable Closing are subject to the following conditions being met

(it being understood that the Company may waive any of the conditions for the Funding hereafter):

(i) the

accuracy in all material respects on the applicable Funding Date of the Lender’s representations

and warranties contained herein;

(ii) all

obligations, covenants and agreements of the Lender required to be performed at or prior

to the applicable Funding Date shall have been performed; and

(iii) the

delivery by the Lender of the items set forth in Section 2.02(a) of this Agreement.

(b)

The obligations of the Lender hereunder in connection with the applicable Funding are subject to the following conditions being met (it

being understood that the Lender may waive any of the conditions for the applicable Funding hereafter):

(i) the

accuracy in all material respects (or, to the extent representations or warranties are qualified

by materiality or Material Adverse Effect, in all respects) when made and on the applicable

Funding Date of the representations and warranties of the Company contained herein (unless

as of a specific date therein in which case they shall be accurate in all material respects

as of such date);

(ii) all

obligations, covenants and agreements of the Loan Parties required to be performed at or

prior to the applicable Funding Date shall have been performed;

(iii) the

delivery by the Loan Parties and AGP of the items set forth in Section 2.02(c) of this Agreement;

(iv) there

shall have been no Material Adverse Effect with respect to the Loan Parties since the date

hereof; and

(c)

the Company shall furnish the Lender with the wiring instruction for the applicable Funding Amount.

Section

2.04 Post- Closing Agreements.

(i)

On or before July 15, 2026, the Company shall open the Deposit Account at East West Bank under the DACA:

(ii)

On or before July 15, 2026, the Company shall deliver to the Lender the Company’s Form 10-Q for the fiscal period ended March 31,

2026 which has been duly filed with the SEC;

(iii)

The Resale Registration Statement shall have been filed with the SEC by a date which shall be not later than 45 days following the Closing

Date and the Company shall utilize its best efforts to provide that the Resale Registration Statement shall have been declared effective

by the SEC no later than 75 days following the Closing Date.

Section

2.05 Failure of Second Funding to Occur. In the event that the conditions precedent to the second Funding shall not have been

satisfied to the reasonable satisfaction of the Lender by June 30, 2026, the second Funding shall not occur and an Event of Default under

the Note shall be deemed to have occurred. In such event, the initial tranche of the Loan shall remain outstanding under the Note on

the same terms (other than amount) as are applicable to the Loan as a whole, as follows: (a) the initial tranche shall be in the gross

principal amount of $279,478.85, from which a four percent (4%) Origination Fee of $11,179.15 shall be deducted, resulting in net proceeds

of $268,299.70 paid out to or on behalf of the Company; (b) notwithstanding the $1,971,000 stated Original Principal Amount of the Note,

the Outstanding Principal Amount of the Note before the Event of Default shall be $377,296.45, representing one and thirty-five hundredths

(1.35) times the $279,478.85 gross amount of the initial tranche of the Loan, which shall be due and payable; and (c) the Lender shall

retain the right to convert all or any portion of such Outstanding Principal Amount in accordance with the Note. With the Default, the

$377,296.45 Outstanding Principal Amount shall be increased to One Hundred Twenty Percent (120%) thereof, equal to $452,755.74, and shall

thereafter accrue interest at the default rate of Nineteen Percent (19%) per annum, compounded daily; provided that, notwithstanding

such Event of Default and whether or not the second Funding shall have occurred, the Note shall remain convertible at the Event of Default

Conversion Price and such amount shall continue to be repaid from Eighty Percent (80%) of the net proceeds of each ATM Financing in accordance

with the Payment Direction Agreement until paid in full.

Section

2.06 Prepayment Discount In the event that the Company shall offer to prepay the entire Outstanding Principal Amount of the Note

within forty-five (45) days of the Closing Date, the Lender shall have

funded the second tranche of the Loan on the Second Funding Date, and there has been no prior Event of Default, the repayment amount

of the Note will be reduced to One Million Eight Hundred Eighty-Three Thousand Four Hundred ($1,883,400) Dollars, less all Weekly Installment

Payments previously made.

ARTICLE

III

REPRESENTATIONS

AND WARRANTIES

Section

3.01 Representations and Warranties of the Company. The Company on behalf of the Company and its Subsidiary (together with the

Company, the “Loan Parties”) hereby represents and warrants to the Lender that, except as set forth in the applicable

Section of the Company Disclosure Schedule, the following representations are true and complete as of the date hereof.

(a)

Organization and Qualification. Each of the Company and the Subsidiary Guarantor is duly incorporated or otherwise organized and

validly existing under the laws of Delaware and the United Kingdom, respectively,2 with the requisite power and authority

to own and use its properties and assets and to carry on its business as currently conducted. The Company and the Subsidiary Guarantor

are not in violation or default of any of the provisions of its certificate of incorporation or bylaws, each, as amended and in effect.

A complete and correct copy of the Company’s certificate of incorporation and bylaws, and the Subsidiary Guarantor’s memorandum

and articles of association each as amended and in effect on the date of this Agreement and as they will be in effect on the Funding

Date, is attached to the officer’s certificate referenced in Section 2.02(b). There are no other organizational or charter documents

of the Company or the Subsidiary Guarantor. The Company and the Subsidiary Guarantor are each duly qualified to conduct business and

is in good standing as a foreign corporation or other entity in each jurisdiction (other than its jurisdiction of organization) in which

the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified

or in good standing, as the case may be, would not have or reasonably be expected to result in: (i) a material adverse effect on the

legality, validity or enforceability of any Transaction Document; (ii) a material adverse effect on the results of operations, assets,

business or financial condition of the Company and the Subsidiary Guarantor, taken as a consolidated whole; or (iii) a material adverse

effect on the Loan Parties’ ability to perform in any material respect on a timely basis its obligations under any Transaction

Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such

jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification; provided,

however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly

or indirectly, arising out of or attributable to: (i) general economic or political conditions, (ii) conditions generally affecting the

industry in which the Loan Parties operate, (iii) any changes in financial or securities markets in general, (iv) acts of war (whether

or not declared), armed hostilities or terrorism, or the escalation or worsening thereof, (v) any pandemic, epidemics or human health

crises, (vi) any changes in applicable laws or accounting rules, (vii) the announcement, pendency or completion of the transactions contemplated

by the Transaction Documents, or (viii) any action required or permitted by the Transaction Documents or any action taken (or omitted

to be taken) with the written consent of or at the written request of the Lender.

(b)

Authorization; Enforcement. The Company and the Subsidiary Guarantor has the requisite corporate power and authority to enter into

and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder

and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the Subsidiary Guarantor and the consummation

by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company

and the Subsidiary Guarantor and no further action is required by the Company or the Board of Directors or stockholders thereof in connection

therewith (other than the Required Approvals). Each Transaction Document to which the Company and the Subsidiary Guarantor

is a party has been (or upon delivery will have been) duly executed by the Company and the Subsidiary Guarantor and, when delivered in

accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company and the Subsidiary Guarantor

enforceable against the Company and/or the Subsidiary Guarantor (as applicable) in accordance with their respective terms, except: (i)

as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general

application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific

performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited

by applicable law.

(c)

No Conflicts. The execution, delivery and performance by the Loan Parties of the Transaction Documents to which it is (or is to be)

a party and the consummation by the Loan Parties of the other transactions contemplated hereby and thereby do not and will not: (i) conflict

with or violate any provision of the Loan Parties’ certificate of incorporation, bylaws or other organizational or charter documents;

(ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result

in the creation of any Lien upon any of the properties or assets of the Loan Parties, or give to others any rights of termination, amendment,

acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, agreement or other instrument

(evidencing Indebtedness of the Loan Parties, or otherwise) or other understanding to which the Loan Parties are a party or by which

any property or asset of the Loan Parties are bound or affected; or (iii) subject to the Required Approvals, conflict with or result

in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority

to which the Loan Parties are subject (including federal and State Securities Laws and regulations), or by which any property or asset

of the Loan Parties are bound or affected; except in the case of each of clauses (ii) and (iii), such as would not reasonably be expected

to result in a Material Adverse Effect.

(d)

Filings, Consents and Approvals. The Loan Parties are not required to obtain any consent, waiver, authorization or order of, give

any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other

Person in connection with its execution, delivery and performance of the Transaction Documents, other than: (i) such consents, waivers,

or authorizations as have been obtained before the Closing; and (ii) the filing of Form D with the SEC and such filings as are required

to be made under applicable State Securities Laws (collectively, the “Required Approvals”).

(e)

Reservation of Common Stock. The Company has reserved from its duly authorized Common Stock a number of shares of Common Stock, up

to the sum of (i) the Warrant Shares to be issued at Closing under the Warrant, plus (ii) the Maximum Conversion Shares for issuance

to the Lender or its Affiliates in the event of the full conversion of the Note.

(f)

Capitalization. The capitalization of the Company is as set forth in the most recent SEC Reports and as further modified in Section

3.01(f) of the Company Disclosure Schedule. The Loan Parties have no Indebtedness, except as otherwise disclosed in the most recent SEC

Reports and in Section 3.01(g) of the Company Disclosure Schedule. Since the date of the most recently filed SEC Report, the Company

has not issued any Common Stock, Common Stock Equivalents or other equity interests (other than Exempt Issuances) or (without duplication)

pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date hereof. Except in instances where valid

waivers have been obtained, no Person has any right of first refusal, preemptive right, right of participation, or any similar right

to participate in the transactions contemplated by the Transaction Documents. Except as set forth in the SEC Reports and further modified

in Section 3.01(f) of the Company Disclosure Schedule, there are no outstanding options, warrants, scrip rights to subscribe to, calls

or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable

for, or giving any Person any right to subscribe for or acquire, any Common Stock, or contracts, commitments, understandings or arrangements

by which the Company is or may become bound to issue additional Common Stock or Common Stock Equivalents. The issuance and sale of the

Note will not obligate the Company to issue any securities to any Person (other than the Lender) and will not result in a right of any

holder of Company securities to adjust the exercise, conversion, exchange

or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly

issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding

shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except for the Required

Approvals and waivers that have heretofore been obtained, no further approval or authorization of any stockholder, Board of Directors

or other Person(s) is required for the issuance and sale of the Note hereunder.

(g)

ATM Offering Capacity; Form S-3 Eligibility. The Company represents and warrants that:

(i)

The ATM Program was established under a prospectus supplement initially filed with the SEC on November 4, 2024 (as Conduit Pharmaceuticals

Inc.) pursuant to Form S-3 (File No. 333-282802) filed October 24, 2024, and was subsequently amended five times (Amendments No. 1–5,

filed January 15, February 6, February 10, February 19, and March 10, 2025), each subject to the baby shelf limitations of General Instruction

I.B.6 of Form S-3. Between January 2025 and March 2026, the Company effected four reverse stock splits (1-for-100, 1-for-15, 1-for-8,

and 1-for-25), causing its public float to exceed $75,000,000 as of March 24, 2026.

(v)

On April 2, 2026, the Company filed Amendment No. 6 to the ATM prospectus supplement, representing that it was no longer subject to the

baby shelf limitations under General Instruction I.B.6 of Form S-3 and increased the ATM offering capacity from approximately $3,600,000

to $76,077,218 (the “ATM Offering Capacity”) based on a share price of $5.10.

(vi)

Although the Company’s public float has since declined below $75,000,000, the Company is permitted to continue offering and selling

shares under the ATM Program up to the full $76,077,218 ATM Offering Capacity, because the ATM Program was expanded while the public

float exceeded $75,000,000.

(vii)

As of June 11, 2026, the Company has sold 275,121 shares for net proceeds of $366,304.53, leaving $75,710,913.47 in remaining ATM Offering

Capacity (the “Available ATM Capacity”). During the term of the Loan, the Available ATM Capacity will not be reduced, and

the ATM Program will not be suspended or terminated.

(h)

Indebtedness. All Indebtedness owed by the Loan Parties to all Persons are disclosed in the most recent SEC Reports and in Section

3.01(h) of the Company Disclosure Schedule, which shall specify whether such Indebtedness is secured or unsecured.

(i)

SEC Reports; Financial Statements. Except for the Form 10-Q for the quarter ending March 31, 2026, the Company has filed all reports,

schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including

pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required

by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference

therein, being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Reports

complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC

Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein

or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The

financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements

and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been

prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved

(“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited

financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position

of the Company and its consolidated subsidiaries as of and for the dates

thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal

year-end audit adjustments.

(j)

Undisclosed Liabilities. The Company has no liability, indebtedness, obligation, expense, claim, deficiency or guaranty of any type,

whether accrued, absolute, contingent, matured, unmatured or otherwise, required to be reflected in financial statements in accordance

with GAAP, which individually or in the aggregate: (A) has not been reflected in the latest balance sheet included in the financial statements

referenced hereinabove; or (B) has not arisen: (i) in the ordinary course of business, consistent with past practices, since the date

of the latest balance sheet included in such financial statements in an amount that does not exceed $25,000 in any one case or $50,000

in the aggregate, (ii) pursuant to or in connection with this Agreement or other Transaction Document, or (C) are executory performance

obligations to be performed after the date hereof in the ordinary course of business pursuant to agreement(s) entered into in the ordinary

course of business, consistent with past practices. The Company is not in default with respect to any Indebtedness.

(k)

Material Changes. Since the date of the latest financial statements made available to Lender prior to the date hereof, other than

as set forth in the SEC Reports: (A) there has been no event, occurrence or development that has had or that could reasonably be expected

to result in a Material Adverse Effect; (B) the Company has not incurred any liabilities (contingent or otherwise) other than (i) trade

payables and accrued expenses incurred in the ordinary course of business consistent with past practice, and (ii) liabilities not required

to be reflected in the Company’s financial statements pursuant to GAAP; (C) the Company has not altered their method of accounting;

(D) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed

or made any agreements to purchase or redeem any shares of its capital stock; and (E) the Company has not issued any equity securities

except in favor of an officer, director or consultant pursuant to an existing Company equity incentive plans.

(l)

Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the

Company, threatened against or affecting the Loan Parties or any of its respective properties or assets before or by any court, arbitrator,

governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)

which: (A) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents; or (B) if there

were an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect. Except as set forth in the SEC Reports,

none of the Loan Parties nor any director or officer thereof is or has been the subject of any Action involving: (x) a claim of violation

of or liability under the Securities Act, the Exchange Act, FINRA rules or any State Securities Laws; (y) breach of fiduciary duty; or

(z) fraud (statutory or common law), embezzlement, misappropriation or conversion of property or rights, or any other crime involving

deceit.

(m)

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of

the Loan Parties which would reasonably be expected to result in a Material Adverse Effect. None of the Loan Parties’ employees

is a member of a union that relates to such employee’s relationship with the Loan Parties, and the Loan Parties are not a party

to any collective bargaining agreement. The Company believes that its relationships with the employees of the Loan Parties are good.

No executive officer, to the knowledge of the Company, is, or is now expected to be, in violation of any material term of any employment

contract, confidentiality, disclosure or proprietary information agreement or non- competition agreement, or any other contract or agreement

or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject

the Loan Parties to any liability with respect to any of the foregoing matters. To the best of the Company’s knowledge, it is in

compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms

and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect.

(n)

Compliance. Except as disclosed set forth in Section 3.01(n) of the Company Disclosure Schedule, the Loan Parties: (i) is neither

in default under nor in violation of (and no event has occurred that

has not been waived that, with notice or lapse of time or both, would result in a default by the Loan Parties under), nor has the Loan

Parties received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement

(whether or not such default or violation has been waived); (ii) is not in violation of any order of any court, arbitrator or governmental

body; and (iii) is not and has not been in material violation of any statute, law, rule or regulation of any governmental authority,

including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the

environment, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(o)

Regulatory Permits. The Loan Parties possesses all certificates, authorizations and permits issued by the appropriate federal, state,

local or foreign regulatory authorities necessary to conduct its business, except where the failure to possess such permits would not

reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and the Loan Parties have not

received any notice of proceedings relating to the revocation or modification of any Material Permit.

(p)

Title to Assets. The Loan Parties have good and marketable title in fee simple to all real property and good and marketable title

in all personal property owned by it that, in each case, is material to the business of the Loan Parties, in each case free and clear

of all Liens, except for Liens disclosed in Section 3.01(p) of the Company Disclosure Schedule that do not materially and adversely (x)

affect the value of such property or (y) interfere with the use made and proposed to be made of such property by the Loan Parties. Any

real property and facilities held under lease by the Loan Parties are held by it under valid, subsisting and enforceable leases with

which the Loan Parties are in compliance except as disclosed in Section 3.01(o) of the Company Disclosure Schedule.

(q)

Patents and Trademarks. (i) The Loan Parties have, or has rights to use, all patents, patent applications, trademarks, trademark

applications, service marks, trade names, trade secrets, inventions, copyrights, software, websites, licenses and other intellectual

property rights and similar rights as necessary or material for use in connection with its business as presently conducted (collectively,

the “Intellectual Property Rights”); (ii) the Loan Parties have not received written notice that any of the Intellectual

Property Rights violates or infringes upon the intellectual property rights of any other Person; (iii) all Intellectual Property Rights

are enforceable by the Loan Parties, and to the knowledge of the Company there is no existing infringement by any other Person of any

of the Intellectual Property Rights, except where the failure to be so enforceable or for such infringements as would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iv) the Loan Parties have taken reasonable security

measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, except where failure to do so

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(r)

Transactions with Officers, Directors and Employees. None of the officers or directors of the Loan Parties and, to the knowledge

of the Company, none of the employees of the Loan Parties, is presently a party to any transaction with the Loan Parties (other than

for services as employees, officers and directors and related party notes as identified in the SEC Reports), including any contract,

agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to

or from, or otherwise requiring payments to or from, any such officer, director or employee or, to the knowledge of the Company, any

entity in which any such officer, director or employee has a substantial interest or is an officer, director, trustee, member or partner,

in each case other than for: (x) payment of salary or fees for services rendered; (y) reimbursement for expenses incurred on behalf of

the Loan Parties; and (z) other employee benefits, including stock option agreements under any stock option plan of the Loan Parties.

(s)

Private Placement. Assuming the accuracy of the Lender’s representations and warranties set forth in Section 3.02, no registration

under the Securities Act is required for the offer and sale of the Note by the Company to the Lender as contemplated hereby.

(t)

Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Note will not

be or be an Affiliate of, an ‘investment company’ within the meaning of the Investment Company Act of 1940, as amended. The

Company shall conduct its business in a manner so that it will not be

an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

(u)

Registration Rights. Other than as described in the SEC Reports, as set forth in the Registration Rights Agreement and further modified

by Section 3.01(u) of the Company Disclosure Schedule, no Person has any right to demand the Company to file a registration statement

under the Securities Act covering the sale of any securities of the Company.

(v)

Disclosure. Except with respect to: (i) the material terms and conditions of the transactions contemplated by the Transaction Documents;

and (ii) information given to the Lender, if any, which the Company hereby confirms will not constitute material non-public information,

the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Lender or their agents

or counsel with any information that it believes constitutes or might constitute material, nonpublic information. The Company understands

and confirms that the Lender will rely on the foregoing representation in effecting transactions in securities of the Company. All disclosure

furnished by or on behalf of the Company to the Lender regarding the Company, its business and the transactions contemplated hereby,

is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order

to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(w)

No Integrated Offering. Assuming the accuracy of the Lender’s representations and warranties set forth in Section 3.02, neither

the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or

sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Note to

be integrated with prior offerings by the Company for purposes of the Securities Act which would require the registration of any such

securities under the Securities Act.

(x)

Solvency. The Company will not, after the Funding Date, incur debts beyond its ability to pay such debts (including Permitted Indebtedness)

as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). Except as disclosed in

its SEC Reports (including the risk factors and qualified audit opinions disclosed therein), the Company has no knowledge of any facts

or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization

laws of any jurisdiction within one year from the Funding Date.

(y)

Tax Status. Except as set forth in Section 3.01(y) of the Company Disclosure Schedule, the Company has filed all material federal,

state and foreign income and franchise tax returns and has paid or accrued all material taxes shown as due thereon, and the Company has

no knowledge of a material tax deficiency which has been asserted or threatened against the Company.

(z)

No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold the Note by any form

of general solicitation or general advertising. The Company has offered the Note for sale only to the Lender.

(aa)

Insurance. As set forth in Section 3.01(aa) of the Company Disclosure Schedule, the Company is insured by insurers of recognized

financial responsibility against such losses and risks and in such amounts as management of the Company reasonably believes to be prudent

and customary in the businesses in which the Company is engaged. The Company has never been refused any insurance coverage sought or

applied for, and the Company has no reason to believe that it will not be able to renew all existing insurance coverage as and when such

coverage expires or to obtain similar coverage from similar insurers.

(bb)

Acknowledgment Regarding Lender’s Purchase of the Note. The Company acknowledges and agrees that the Lender is acting solely

in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.

The Company further acknowledges that Lender is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)

with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by Lender or any of its representatives

or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Lender’s

purchase of the Note. The Company further represents to the Lender that the Company’s decision to enter into this Agreement and

the other Transaction Documents has been based solely on the independent

evaluation of the transactions contemplated hereby by the Company and its representatives.

(cc)

No Disqualification Events. With respect to the Note to be offered and sold hereunder in reliance on Rule 506(b) under the Securities

Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director,

executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of twenty percent (20%)

or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that

term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer

Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the ‘Bad Actor’ disqualifications

described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification

Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is

subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e),

and has furnished to the Lender a copy of any disclosures provided thereunder.

(dd)

Other Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be

paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.

(ee)

Notice of Disqualification Events. The Company will notify the Lender in writing, prior to the Funding Date of: (i) any Disqualification

Event relating to any Issuer Covered Person; and (ii) any event that would, with the passage of time, become a Disqualification Event

relating to any Issuer Covered Person.

(ff)

Foreign Corrupt Practices. To the knowledge of the Company, neither the Company nor any agent or other person acting on behalf

of the Company, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses

related to foreign or domestic political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees

or to any foreign or domestic political parties or campaigns from corporate funds; (iii) failed to disclose fully any contribution made

by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law; or (iv) violated

in any material respect any provision of the Foreign Corrupt Practices Act.

(gg)

Office of Foreign Assets Control. Neither the Company nor, to the Company’s knowledge, any director or executive officer

of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department

(“OFAC”).

(hh)

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within

the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Lender’s request.

(ii)

Bank Holding Company Act. Neither the Company nor any of its Affiliates is subject to the Bank Holding Company Act of 1956, as

amended (“BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (“Federal Reserve”).

Neither the Company nor any of its Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding

shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject

to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Affiliates exercises a controlling influence

over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(jj)

Money Laundering. The operations of the Company are and have been conducted at all times in compliance in all material respects

with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as

amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering

Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving

the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(kk)

Representations. The representations and warranties of the Company contained in this Agreement, and the certificate(s) furnished

or to be furnished to the Lender at the Closing, when taken as a whole, do not contain any untrue statement of a material fact or omit

to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances

under which they were made. The Company acknowledges and agrees that the representations contained in section 3.02 shall not modify,

amend or affect Lender’s right to rely on the Company’s representations and warranties contained in this section 3.01 or

elsewhere in this Agreement or any representations and warranties contained in any other Transaction Document, or any other document

or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.

Section

3.02 Representations and Warranties of the Lender.

The

Lender, for itself and for no other Person, hereby represents and warrants as of the date hereof and as of the Funding Date to the Company

as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a)

Authority; Organization. The Lender has full power and authority to enter into this Agreement and to perform all obligations required

to be performed by it hereunder. The Lender is an entity duly organized, validly existing and in good standing under the laws of the

jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions

contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery

of the Transaction Documents and performance by the Lender of the transactions contemplated by the Transaction Documents have been duly

authorized by all necessary corporate or similar action on the part of the Lender. Each Transaction Document to which it is a party has

been duly executed by the Lender, and when delivered by the Lender in accordance with the terms hereof, will constitute the valid and

legally binding obligation of the Lender, enforceable against it in accordance with its terms, except: (i) as limited by general equitable

principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement

of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief

or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b)

Own Account. The Lender understands that the Note, the Warrant and the Conversion Shares are “restricted securities”

and have not been registered under the Securities Act or any applicable State Securities Law and is acquiring the Note, the Warrant and

Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such the Note, the Warrant

or Conversion Shares or any part thereof in violation of the Securities Act or any applicable State Securities Law, has no present intention

of distributing any of such the Note, the Warrant or Conversion Shares in violation of the Securities Act or any applicable State Securities

Law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of

such the Note (this representation and warranty not limiting the Lender’s right to sell the Note, the Warrant or Conversion Shares

in compliance with applicable federal and State Securities Laws) in violation of the Securities Act or any applicable State Securities

Law. The Lender is acquiring the Note hereunder in the ordinary course of its business.

(c)

Non-Transferrable. The Lender agrees: (i) that the Lender will not sell, assign, pledge, give, transfer or otherwise dispose of the

Note, the Warrant or Conversion Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant

to a registration of the Note, the Warrant and Conversion Shares under the Securities Act and all applicable State Securities Laws, or

in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws, (ii)

that the certificates representing the Note will bear a legend making reference to the foregoing restrictions, and (iii) that the Company

and its Affiliates shall not be required to give effect to any purported

transfer of such the Note, the Warrant and Conversion Shares except upon compliance with the foregoing restrictions.

(d)

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

Act. The undersigned agrees to furnish any additional information requested by the Company or any of its Affiliates to assure compliance

with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Note. Any information that has

been furnished or that will be furnished by the undersigned to evidence its status as an accredited investor is accurate and complete,

and does not contain any misrepresentation or material omission.

(e)

Experience of The Lender. The Lender, either alone or together with its representatives, has such knowledge, sophistication, and

experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in

the Note, and has so evaluated the merits and risks of such investment. The Lender is able to bear the economic risk of an investment

in the Note and, at the present time, is able to afford a complete loss of such investment.

(f)

No Trading Market. The Lender acknowledges that there is currently no trading market for the Note and that none is expected to develop

for the Note.

(g)

General Solicitation. The Lender acknowledges that neither the Company nor any other person offered to sell the Note to it by means

of any form of general solicitation or advertising, including, but not limited to: (i) any advertisement, article, notice, or other communication

published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees

were invited by any general solicitation or general advertising.

(h)

Confidentiality. Other than to other Persons party to this Agreement and its advisors who have agreed to keep information confidential

or have a fiduciary obligation to keep such information confidential, the Lender has maintained the confidentiality of all disclosures

made to it in connection with the transaction (including the existence and terms of this transaction).

(i)

Foreign Lender. The Lender is a United States person and not a foreign Lender.

(j)

Information from Company. The Lender and its investment managers, if any, have been afforded the opportunity to obtain any information

necessary to verify the accuracy of any representations or information presented by the Company in this Agreement and have had all inquiries

to the Company answered, and have been furnished all requested materials, relating to the Company and the offering and sale of the Note

and anything set forth in the Transaction Documents. Neither the Lender nor the Lender’s investment managers, if any, have been

furnished any offering literature by the Company or any of its Affiliates, associates, or agents other than the Transaction Documents,

and the agreements referenced therein.

(k)

Speculative Nature of Investment; Risk Factors. THE LENDER UNDERSTANDS THAT AN INVESTMENT IN THE NOTE INVOLVES A HIGH DEGREE OF

RISK. The Lender acknowledges that: (i) any projections, forecasts or estimates as may have been provided to the Lender are purely

speculative and cannot be relied upon to indicate actual results that may be obtained through this investment; any such projections,

forecasts and estimates are based upon assumptions which are subject to change and which are beyond the control of the Company or its

management, (ii) the tax effects which may be expected by this investment are not susceptible to absolute prediction, and new developments

and rules of the Internal Revenue Service, audit adjustment, court decisions or legislative changes may have an adverse effect on one

or more of the tax consequences of this investment, and (iii) the Lender has been advised to consult with his own advisor regarding legal

matters and tax consequences involving this investment. The Lender represents that the Lender’s investment objective is speculative

in that the Lender seeks the maximum total return through an investment

in a broad spectrum of securities, which involves a higher degree of risk than other investment styles and therefore the Lender’s

risk exposure is also speculative. The Note offered hereby is highly speculative and involves a high degree of risk and Lender should

only purchase these securities if Lender can afford to lose its entire investment.

(l)

Money Laundering. The operations of the Lender are and have been conducted at all times in compliance with the Money Laundering

Laws, and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Lender

with respect to the Money Laundering Laws is pending or, to the knowledge of the Lender, threatened.

The

Company acknowledges and agrees that the representations contained in Section 3.02 shall not modify, amend or affect the Lender’s

right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties

contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement

or the consummation of the transaction contemplated hereby.

ARTICLE

OTHER

AGREEMENTS OF THE PARTIES

Section

4.01 Company Affirmative and Negative Covenants. The Company on behalf of itself and any of the other Loan Parties hereby covenants

and agrees that until all Obligations owed to the Lender

shall have been paid in full, without the prior written approval of the

Lender:

(a)

the Loan Parties shall not incur any Indebtedness, other than Permitted Indebtedness or as otherwise expressly permitted by this Agreement

(“Additional Indebtedness”), unless the net proceeds to the Company of such Additional Indebtedness shall be used

to prepay 100% of the then Outstanding Principal Amount of the Note (including any Default Amount and accrued interest thereon), or such

Additional Indebtedness shall be approved in advance by the Lender;

(b)

the Loan Parties shall not engage in the public or private sale of any securities, including convertible and non-convertible notes or

debentures, Common Stock or Common Stock Equivalents, except for Exempt Issuances or as otherwise expressly permitted in this Agreement,

the Note or other Transaction Documents, unless 100% of the net proceeds to the Loan Parties from such sale are used to repay the then

Outstanding Principal Amount of the Note (including any Default Amount and accrued interest thereon);

(c)

the Company shall at all times maintain a sufficient number of registered, freely tradeable shares available for sale by AGP under the

ATM Financing of not less than Four Hundred Percent (400%) of the Outstanding Principal Amount of the Note and the Company shall promptly

take all actions necessary to maintain such share availability at all times;

(d)

the Company shall timely file all reports, schedules, and forms required to be filed with the SEC under the Securities Exchange Act of

1934, as amended, including all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, within

the prescribed deadlines (including any extensions pursuant to Rule 12b-25);

(e)

the Company shall cure its current delinquency with respect to the Form 10-Q for the quarter ended March 31, 2026, and any other overdue

filings, on or before thirty (30) calendar days following the Closing Date;

(f)

the Company shall take all actions necessary to maintain continued listing on The Nasdaq Capital Market, including compliance with all

applicable Nasdaq Listing Rules regarding minimum bid price, minimum stockholders’ equity, and continued listing standards;

(g)

if, at any time during the term of the Loan, the closing bid price of the Company’s common stock falls below $1.00 per share, thereby

triggering a Nasdaq minimum bid price deficiency notice under Listing Rule 5550(a)(2), the Company shall promptly, and in any event within

thirty (30) calendar days of such occurrence, take all necessary corporate actions, including obtaining stockholder approval (if not

already in place) and effecting a reverse stock split in a ratio sufficient to cause the closing bid price to exceed $1.00 per share

and regain compliance;

(h)

the Company shall promptly (and in no event later than two (2) business days after receipt) notify the Lender in writing of any deficiency

notices, delisting determinations, hearing requests, panel decisions, or other correspondence received from Nasdaq relating to the continued

listing of the Company’s securities;

(i)

no payments of Indebtedness shall be paid to any Affiliate, other than payments of deferred compensation to members of the board of directors

and employees of the Company;

(j)

the Loan Parties shall not permit any Person to have a Lien on any of the assets of any of the Loan Parties, except for Permitted Liens;

and

(k)

the Loan Parties shall comply with all of the additional affirmative and negative covenants set forth in the Note and the Security Agreement.

The

Company covenants and agrees that a breach or violation of any of the above covenants set forth in this Section 4.01 shall constitute

an Event of Default under this Agreement, the Note and the other Transaction Documents.

Section

4.02 Most Favored Nations Agreement. If, at any time during the term of the Note, the Company enters into any debt or equity financing

transaction with any third Person on terms that in the aggregate are more favorable to such third Person than the terms set forth in

this Agreement, the Note and other Transaction Documents (as reasonably determined by the Lender), the Lender shall have the right, at

its sole option, to require the Company to amend the terms of this Agreement, the Note or other Transaction Documents to match such more

favorable terms. The Company shall provide the Lender with written notice of any such financing within two (2) Business Days of execution

of any related agreement, together with copies of all related transaction documents.

Section

4.03 Transfer Restrictions.

(a)

The Note, Warrant Shares and Conversion Shares may only be disposed of in compliance with state and federal securities laws. In connection

with any transfer of the Note, Warrant Shares or Conversion Shares other than pursuant to an effective registration statement or Rule

144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably

acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that

such transfer does not require registration of such transferred the Note, Warrant Shares and Conversion Shares under the Securities Act.

As a condition of such sale or transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall

have the rights of Lender under this Agreement.

(b)

The Lender agrees to the imprinting, so long as is required by this Section 4.03, of a legend on any of the Note, the Warrant Shares

and Conversion Shares in the following form:

THIS

SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON

AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA

FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS SECURITY.

Section

4.04 Use of Proceeds; Restrictions on Certain Payments. The Company shall use the net proceeds paid to it under the Flow of Funds

Agreement for general working capital purposes.

Section

4.05 Future Subsidiary. Any direct or indirect Subsidiary of the Company formed or acquired after the Funding Date and before

the Note shall have been repaid in full shall promptly thereafter execute and deliver (or otherwise join and agree to be bound as a Subsidiary

of the Company under) the applicable Security Agreement.

Section

4.06 Stockholders Meeting. Notwithstanding anything contained elsewhere in this Agreement or in the Transaction Documents, the

issuance of Conversion Shares and Warrant Shares upon conversion of the Note and/or exercise of the Warrant, as applicable, may require

stockholder approval in accordance with the rules and regulations of The Nasdaq Stock Market LLC (“Stockholder Approval”).

Not later than thirty (30) days after the date the Company files its annual report on Form 10-K for the fiscal year ended December 31,

2026, in the event that the Note shall not have previously been paid in full, and in order to insure compliance with applicable Nasdaq

Rules, the Company shall hold a special meeting of its stockholders to obtain Stockholder Approval (the “Stockholders Meeting”).

In such connection, the Company shall (i) include in any proxy or information statement submitted to stockholders a statement that the

board of directors of the Company recommends that the stockholders vote IN FAVOR of adoption of resolutions approving in all respects

this Agreement, all other Transaction Documents and all of the transactions contemplated hereby and thereby, (ii) use its reasonable

best efforts to obtain approval of such resolutions by the holders of record of a majority of the outstanding Common Stock or other voting

securities of the Company on the record date set forth in such proxy or information statement; and (iii) cause all officers and directors

of the Company to vote their shares of Common Stock in favor of the foregoing resolutions; and (iv) shall use its best efforts to obtain

commitments from other holders of 5% or more of the outstanding Common Stock to vote their shares of Common Stock in favor of the foregoing

resolutions. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, the limitations on the issuance

of shares of Common Stock under the applicable rules of The Nasdaq Stock Market LLC (including the 19.99% limitation described in this

Agreement) and any failure to obtain Stockholder Approval shall restrict only the issuance of shares of Common Stock and shall not reduce,

impair or otherwise affect the Company’s monetary Obligations under the Note or the other Transaction Documents. To the extent

that any shares of Common Stock otherwise issuable upon conversion of the Note, exercise of the Warrant or in payment of any Obligation

cannot be issued as a result of any such limitation, insufficient authorized and reserved shares, or the failure to obtain Stockholder

Approval, the Company shall, unless the Lender otherwise agrees in writing, pay to the Lender in cash an amount equal to the economic

value of the shares of Common Stock that cannot be so issued.

Section

4.07 Integration. The Company shall not sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any

security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Note to the Lender in

a manner that would require the registration under the Securities Act of the issuance and sale of the Note to the Lender.

Section

4.08 Publicity. The Company and the Lender shall consult with each other in issuing any other press releases and SEC Reports with

respect to the transactions contemplated hereby, and neither the Company nor the Lender shall issue any such press release or SEC Report

nor otherwise make any such public statement without the prior consent

of the Company with respect to any press release of the Lender, or without the prior consent of the Lender with respect to any press

release or SEC Report of the Company mentioning the Lender, which consent shall not unreasonably be withheld or delayed, except if such

disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public

statement, SEC Report or communication. The Company will publish a press release announcing this transaction approved by the Lender within

four (4) Business Days following the Funding Date.

Section

4.09 Indemnification of Lender. The Company shall indemnify, reimburse and hold harmless the Lender and its partners, members,

shareholders, officers, directors, employees and agents (and any other persons with other titles that have similar functions) (collectively,

“Indemnitees”) from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and expenses,

of any kind or nature, (including fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred

by or asserted against such Indemnitee in any way related to or arising from or alleged to arise from: (i) any breach of any of the representations,

warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents and (ii) any action instituted

against such Indemnitee in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not

an Affiliate of such Indemnitee, with respect to any of the transactions contemplated by the Transaction Documents (unless such action

is based upon a breach of such Indemnitee’s representations, warranties or covenants under the Transaction Documents or any agreements

or understandings such Indemnitee may have with any such stockholder or any violations by such Indemnitee of state or federal securities

laws or any conduct by such Indemnitee which results from the gross negligence or willful misconduct of the Indemnitee as determined

by a final, non-appealable decision of a court of competent jurisdiction).

Section

4.10 ATM Financing; Payment Direction Agreement; Deposit Account Control. Until all Obligations have been paid in full, without the prior

written consent of the Lender, the Company shall not, directly or indirectly: (i) amend, suspend, terminate, replace, reduce or otherwise

modify the ATM Financing, the Payment Direction Agreement, the AGP instructions, the Company’s brokerage account instructions,

the DACA or the deposit account subject to the DACA; or (ii) direct AGP, the Bank, any depository or brokerage maintaining any such account,

or any other Person to pay, apply or distribute the net proceeds of any ATM Financing other than as required by the Payment Direction

Agreement and the DACA. The Company shall (A) at all times maintain the deposit account subject to the DACA in full force and effect

until all Obligations have been paid in full, and (B) obtain Stockholder Approval (and any other stockholder approval required under

the rules of The Nasdaq Stock Market LLC or applicable law) to the extent necessary to issue shares of Common Stock in excess of the

limitations described in Section 4.06 or at any price below the applicable Nasdaq minimum price. Any breach of this Section 4.10 shall

constitute an immediate Event of Default under the Note and the other Transaction Documents.

ARTICLE

MISCELLANEOUS

Section

5.01 Termination. This Agreement may be terminated by the Lender by written notice to the Company if the Closing has not been

consummated on or before the third Business Day after the date of the execution and delivery of this Agreement by both parties; provided

that such termination will not affect the right of any party to sue for any breach by the other party.

Section

5.02 Fees and Expenses. The Company shall bear the reasonable and documented out-of-pocket expenses of the Company and the Lender

incurred in connection with the negotiation, preparation, execution, delivery and performance of the Transaction Documents, including,

without limitation, reasonable attorneys’ and consultants’ fees and expenses (including previously paid fees to Lender’s

counsel of $30,000), transfer agent fees, fees for stock quotation services, fees relating to any amendments or

modifications of the Transaction Documents or any consents or waivers of provisions in the Transaction Documents, fees for the preparation

of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Transaction Documents. When possible,

the Company must pay these fees directly, including, but not limited to, any and all wire fees, otherwise the Company must make immediate

payment for reimbursement to the Lender for all fees and expenses immediately upon written notice by the Lender or the submission of

an invoice by the Lender. In addition, the Company shall pay the origination fee to the Lender as specified hereinabove.

Section

5.03 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding

of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with

respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Section

5.04 Notices. Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in

writing and delivered personally or sent by registered or certified mail, postage prepaid, or by email:

to Lender:

J.J.

Astor & Co.

S Rio Grande Street, #2072

Salt

Lake City, Utah 84101

Attn:

Michael Pope

Email:

michael.p@jjastor.com

with

a copy to:

Barton,

LLP

711

Third Avenue, 14th Floor

New

York, New York 10017

Attn:

Stephen A. Weiss, Esq.

to the Company:

CDT

Equity Inc.

4581

Tamiami Trail North, Suite 200

Naples,

Florida 34103

Attn:

Dr. Andrew Regan, CEO

to such other Persons or addresses as may be designated in writing by the party to receive such notice as provided above.

Section

5.05 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented, or amended except in a written

instrument signed, in the case of an amendment, by the Company and the Lender or, in the case of a waiver, by the party against whom

enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement

of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other

provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner

impair the exercise of any such right.

Section

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

and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent

of the Lender (other than by merger). The Lender may assign any or all of its rights under this Agreement to any Person to whom the

Lender assigns or transfers the Note, and/or participate any of such rights in connection with granting of any participation of the Note,

provided that such transfer or participation complies with all applicable federal and State Securities Laws and that any such transferee

or participant agrees in writing by the provisions of the Transaction Documents that apply to the Lender.

Section

5.07 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors

and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

Section

5.08 Governing Law.

All

questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and

construed and enforced in accordance with the internal laws of the State of Utah, without regard to the principles of conflict of laws

thereof. Each Party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated

by any of the Transaction Documents (whether brought against a Party hereto or its respective Affiliates, directors, officers, shareholders,

employees or agents), shall be commenced exclusively in the federal and state courts sitting in Salt Lake County, Salt Lake City, Utah

(the “Utah Courts”). Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of the Utah Courts

for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein

(including with respect to the enforcement of any of the Transaction Documents), 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 such Utah Courts, or that such

Utah Courts are improper or inconvenient venue for such proceeding or that such Party may obtain an exemption from Utah law based on

any public policies or principles of any other State or jurisdiction. Each Party hereby irrevocably waives personal service of process

and consents to process being served in any such suit, Action or Proceeding by mailing a copy thereof via registered or certified mail

or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees

that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed

to limit in any way any right to serve process in any other manner permitted by applicable law. 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 the Transaction Documents or the transactions contemplated hereby. If any Party shall commence an Action or Proceeding

to enforce any provisions of the Transaction Documents, then the prevailing Party in such Action or Proceeding shall be reimbursed by

the other Party for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution

of such Action or Proceeding.

Section

5.09 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Note.

Section

5.10 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered

one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,

it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission

or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party

executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature

page was an original thereof.

Section

5.11 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction

to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve

the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated

and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions

without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

Section

5.12 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar

provisions of) any of the other Transaction Documents, whenever the Lender exercises a right, election, demand or option under a Transaction

Document and the Company does not timely perform its related obligations within the periods therein provided, then the Lender may rescind

or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in

whole or in part without prejudice to its future actions and rights.

Section

5.13 Replacement of the Note. If any certificate or instrument evidencing the Note is mutilated, lost, stolen or destroyed, the

Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),

or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to

the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also

pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement the Note.

Section

5.14 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,

the Lender and the Company will be entitled to seek specific performance under the Transaction Documents. The parties agree that monetary

damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents

and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at

law would be adequate.

Section

5.15 Payment Set Aside. To the extent that the Company makes a payment or payments to the Lender pursuant to any Transaction Document

or the Lender enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise

or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by

or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

Section

5.16 Construction. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to

revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved

against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto. In addition,

each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse

and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the

date of this Agreement.

Section

5.17 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed

to limit or affect any of the provisions hereof.

Section

5.18 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,

THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,

IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

[SIGNATURE

PAGE FOLLOWS]

WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be duly executed by their respective authorized signatories

as of the date below.

Company:

CDT EQUITY INC.

By:

/s/ Andrew Regan

Name:

Dr. Andrew Regan,

Title:

Chief Executive Officer

Lender:

J.J. ASTOR & CO.

By:

/s/ Michael Pope

Name:

Michael Pope

Title:

Chief Executive Officer

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

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

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

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Trading symbol of an instrument as listed on an exchange.

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

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