Form 8-K

8-K — Aether Holdings, Inc.

Accession: 0001493152-26-024444

Filed: 2026-05-19

Period: 2026-05-13

CIK: 0002026353

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

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-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0002026353

2026-05-13

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): May 13, 2026

Aether

Holdings, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-42595

35-2818803

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

110

Charlton Street, Unit RET B

New

York, New York 10014

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (347) 726-8898

Not

Applicable

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

ATHR

The

Nasdaq Stock Market LLC

Indicate

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

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

Emerging

growth company ☒

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

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

Item

1.01 Entry into a Material Definitive Agreement.

May 13, 2026, Aether Holdings, Inc., a Delaware corporation (the “Company”), entered into a note purchase agreement

(the “Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (the “Lender”),

pursuant to which the Company issued and sold to the Lender a secured promissory note in the original principal amount

of $3,240,000.00 (the “Note”). The Note carries an original issue discount of $240,000.00, which is included in the original

principal amount of the Note, and the Company agreed to pay $30,000.00 to the Lender for legal fees, accounting costs, due diligence

and other transaction expenses, which amount was deducted from the purchase price funded to the Company at closing. The purchase price

for the Note was $3,000,000.00.

The

Note matures eighteen (18) months after the Purchase Price Date (as defined in the Note) and bears interest on the outstanding balance

at a rate of 8.0% per annum, compounded daily. The Company may prepay the Note in full at any time by paying 110% of the outstanding

balance. If the Note remains outstanding on the six-month anniversary of the Purchase Price Date, a one-time monitoring fee will be added

to the outstanding balance, subject to the forgiveness provisions set forth in the Note.

Beginning

on the six-month anniversary of the Purchase Price Date, the Lender may redeem up to $250,000.00 of the outstanding balance per

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

redemptions up to the Maximum Limited Redemption Amount (as defined in the Note), with each redemption payable in cash within three trading

days of the applicable redemption notice.

The

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

in substantially all of the Company’s assets pursuant to a Security Agreement, (ii) a first-position security interest in the Company’s

intellectual property pursuant to an Intellectual Property Security Agreement, and (iii) a Guaranty by the Company’s subsidiaries.

The

Purchase Agreement requires the Company to refrain, without the Lender’s prior written consent, from making Restricted Issuances

(as defined in the Purchase Agreement), granting liens on assets, or selling, transferring or issuing equity or voting rights in its

subsidiaries. The Company also agreed not to permit its subsidiaries to incur debt other than in the ordinary course of business.

The

Purchase Agreement also prohibits the Company from entering into agreements that would restrict the Company from entering into a variable

rate transaction with the Lender or from issuing securities to the Lender or its affiliates. In addition, so long as the

Note is outstanding, the Purchase Agreement contains a most favored nation provision with respect to more favorable economic terms granted

to future debt holders.

Upon

the occurrence of a Trigger Event under the Note, the Lender may increase the outstanding balance by applying a 15% Trigger Effect

for each Major Trigger Event or a 5% Trigger Effect for each Minor Trigger Event, in each case subject to the limitations set forth in

the Note.

Trigger

Events include, among other things, payment defaults; bankruptcy and insolvency events; entry into or consummation of a Fundamental Transaction

without repayment of the Note in full; breaches of covenants in Section 4 of the Purchase Agreement or other material obligations under

the transaction documents; materially false or misleading representations; a reverse stock split without twenty trading days’ prior

notice to the Lender; certain money judgments in excess of $500,000.00; and certain breaches of other agreements with the Lender

or its affiliates. If a Trigger Event is not cured within the applicable five-trading-day cure period, or automatically upon the occurrence

of certain insolvency-related Trigger Events, the Note may become immediately due and payable at the Mandatory Default Amount, and default

interest may accrue at 15% per annum.

The

Purchase Agreement provides specified exceptions to certain covenant restrictions, including exceptions for a commercial mortgage on

the Company’s New York property up to $2,000,000.00 and a working capital line of credit up to $1,000,000.00, in each case subject

to the limits set forth in the transaction documents.

The

Purchase Agreement and the related transaction documents contain arbitration provisions governed by Utah law and provide the Lender

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

The

foregoing descriptions of the Note, the Purchase Agreement, the Security Agreement, the Intellectual Property Security Agreement and

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

of which are filed as Exhibits 4.1, 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated

herein by reference.

The

representations, warranties and covenants contained in the Purchase Agreement, the Security Agreement, the Intellectual Property Security

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

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

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

information regarding the Company or its subsidiaries.

This

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

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

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

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 in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

The

following exhibits are being filed herewith:

Exhibit

No.

Description

4.1

Secured Promissory Note, dated May 13, 2026.

10.1

Note Purchase Agreement, dated May 13, 2026.

10.2

Security Agreement, dated May 13, 2026.

10.3

Intellectual Property Security Agreement, dated May 13, 2026.

10.4

Guaranty, dated May 13, 2026.

104

Cover

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

SIGNATURE

Pursuant

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

the undersigned hereunto duly authorized.

Dated:

May 19, 2026

Aether

Holdings, Inc.

By:

/s/

Nicolas Lin

Name:

Nicolas

Lin

Title:

Chief

Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

SECURED

PROMISSORY NOTE

May 13, 2026

U.S. $3,240,000.00

FOR

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

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

company, or its successors or assigns (“Lender”), $3,240,000.00 and any interest, fees, charges, and late fees accrued

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

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

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

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

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

Date”). This Note is issued pursuant to that certain Note Purchase Agreement dated May 13, 2026, as the same may be amended

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

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

This

Note carries an OID of $240,000.00. The OID is included in the initial principal balance of this Note and is deemed to be fully earned

and non-refundable as of the Purchase Price Date. The purchase price for this Note shall be $3,000,000.00 (the “Purchase Price”),

computed as follows: $3,240,000.00 original principal balance, less the OID.

1. Note

Terms.

1.1. Payment.

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

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

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

1.2. Prepayment.

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

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

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

hereunder.

1.3. Monitoring

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

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

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

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

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

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

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

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

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

in the delisting protocol with Nasdaq.

2. Security.

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

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

3. Redemptions.

3.1. Monthly

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

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

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

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

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

3.2. Limited

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

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

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

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

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

4. Trigger

Events, Defaults and Remedies.

4.1. Trigger

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.2. Trigger

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

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

4.3. Defaults.

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

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

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

4.4. Default

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

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

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

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

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

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

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

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

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

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

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

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

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

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

specific performance and/or injunctive relief.

5. Unconditional

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

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

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

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

6. Waiver.

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

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

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

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

7. Governing

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

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

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

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

venue for any disputes are incorporated herein by this reference.

8. Arbitration

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

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

9. Amendments.

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

10. Assignments.

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

by Lender to its affiliates without the consent of Borrower.

11. Notices.

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

the subsection of the Purchase Agreement titled “Notices.”

12. Liquidated

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

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

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

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

liquidated damages.

13. Severability.

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

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

[Remainder

of page intentionally left blank; signature page follows]

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

BORROWER:

Aether Holdings, Inc.

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, Chief Executive Officer

ACKNOWLEDGED, ACCEPTED AND AGREED:

LENDER:

Streeterville Capital, LLC

By:

/s/ John Fife

John

Fife, President

[Signature

Page to Secured Promissory Note]

ATTACHMENT

DEFINITIONS

For

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

A1. “Common

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

A2. “Fundamental

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A3. “Limited

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

greater than the Nasdaq Minimum Price for such Trading Day.

A4. “Limited

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

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

Window may be open at the same time.

A5. “Major

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

A6. “Mandatory

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

A7. “Maximum

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

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

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

which the Limited Redemption Event occurs.

A8. “Maximum

Monthly Redemption Amount” means $250,000.00.

A9. “Minor

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

A10. “Nasdaq

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

A11. “OID”

means original issue discount.

A12. “Other

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

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

Item 1.01 of Reg S-K.

A13. “Outstanding

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

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

A14. “Purchase

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

A15. “Trading

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

A16. “Trigger

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

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

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

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

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

Events.

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

Note

Purchase Agreement

This

Note Purchase Agreement (this “Agreement”),

dated as of May 13, 2026, is entered into by and between Aether Holdings, Inc., a Delaware

corporation (“Company”), and Streeterville Capital, LLC, a Utah limited

liability company, its successors and/or assigns (“Investor”).

Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded

by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by

the United States Securities and Exchange Commission (the “SEC”).

Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Secured

Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $3,240,000.00 (the “Note”).

This Agreement, the Note, the Security Agreement (as defined below), the IP Security Agreement (as defined below), the Guaranty (as defined

below), and all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in connection

with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the “Transaction Documents”.

NOW,

THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, Company and Investor hereby agree as follows:

Purchase and Sale of Note.

1.1.

Purchase of Note. Company shall issue and sell to Investor and Investor shall purchase from Company the Note. In consideration

thereof, Investor shall pay the Purchase Price (as defined below) to Company.

1.2.

Form of Payment. On the Closing Date (as defined below), Investor shall pay the Purchase Price to Company via wire transfer of

immediately available funds against delivery of the Note.

1.3.

Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the

date of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be May 13, 2026, or

another mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”)

shall occur on the Closing Date by means of the exchange of electronic signatures but shall be deemed for all purposes to have occurred

at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.

1.4.

Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $240,000.00 (the “OID”).

In addition, Company agrees to pay $30,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, and

other transaction costs incurred in connection with the purchase and sale of the Note (the “Transaction Expense Amount”).

The OID will be included in the initial principal balance of the Note. The “Purchase Price”, therefore, shall be $3,000,000.00,

computed as follows: $3,240,000.00 initial principal balance, less the OID. The Transaction Expense Amount will be reduced from the Purchase

Price funded to Company at Closing.

1.5.

Collateral. Company’s obligations under the Note and the other Transaction Documents will be secured by: (i) all of Company’s

assets as further described in the Security Agreement attached hereto as Exhibit B (the “Security Agreement”);

(ii) all of Company’s intellectual property as further described in the Intellectual Property Security Agreement attached hereto

as Exhibit C (the “IP Security Agreement”); and (iii) a guarantee of Company’s obligations pursuant to

the Transaction Documents by all of Company’s subsidiaries (the “Subsidiaries”), pursuant to the Guaranty attached

hereto as Exhibit D (the “Guaranty”).

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i)

this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable

in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation

D of the 1933 Act; and (iv) Investor is not registered as a “dealer” under the 1934 Act.

Company’s Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date: (i) Company

is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the

requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as

a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property

owned by it makes such qualification necessary; (iii) Company has registered its shares of common stock, par value $0.001 per share (the

“Common Shares”), under Section 12(b) or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934

Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction

Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions

have been taken; (v) the Transaction Documents have been duly executed and delivered by Company and constitute the valid and binding

obligations of Company enforceable in accordance with their terms; (vi) the execution and delivery of the Transaction Documents by Company,

the issuance of the Note in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated

by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of,

or constitute a default under (a) Company’s incorporation documents or bylaws, each as currently in effect, (b) any indenture,

mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties

or assets are bound, including, without limitation, any listing agreement for the Common Shares, or (c) any existing applicable law,

rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body,

administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; (vii)

no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock

exchange or market or the stockholders or any lender of Company is required to be obtained by Company for the issuance of the Note to

Investor or the entering into of the Transaction Documents; (viii) none of Company’s filings with the SEC contained, at the time

they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary

to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ix) Company has filed

all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely

basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document

prior to the expiration of any such extension; (x) there is no action, suit, proceeding, inquiry or investigation before or by any court,

public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority

or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision,

ruling or finding would have a material adverse effect on Company or which would adversely affect the validity or enforceability or,

or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; (xi) Company has not consummated

any financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company

is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer”

is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or

similar payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions

contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws

and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall

have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a

type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify

and hold harmless each of Investor, Investor’s employees, officers, directors, stockholders members, managers, agents, and partners,

and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and reasonable

attorneys’ fees) and expenses suffered in respect of any such claimed Broker Fees; (xv) neither Investor nor any of its officers,

directors, stockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company

or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and,

in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation,

warranty, covenant or promise of Investor or its officers, directors, members, managers, employees, agents or representatives other than

as set forth in the Transaction Documents; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient

contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws

and venue of the State of Utah, as set forth more specifically in Section 8.2 below, shall be applicable to the Transaction Documents

and the transactions contemplated therein, and Company waives any objection to such jurisdiction or venue; (xvii) Company acknowledges

that Investor is not registered as a ‘dealer’ under the 1934 Act; and (xviii) Company has performed due diligence and background

research on Investor and its affiliates and has received and reviewed the due diligence summary sheet provided by Investor. Company,

being aware of the matters and legal issues described in subsections (xvii) and (xviii) above, acknowledges and agrees that such matters,

or any similar matters, have no bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will

not use any such information or legal theory as a defense to performance of its obligations under the Transaction Documents or in any

attempt to avoid, modify, reduce, rescind or void such obligations.

Company Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full,

or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so

long as Investor beneficially owns the Note and for at least twenty (20) Trading Days (as defined in the Note) thereafter, Company will

timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act,

and will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as

required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required

to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the

Common Shares shall be listed or quoted for trading on NYSE, NYSE American, or Nasdaq; (iii) trading in Company’s Common Shares

will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal trading market;

(iv) neither Company nor any of its subsidiaries will make any Restricted Issuance (as defined below) without Investor’s prior

written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion; (v) Company will not enter

into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits

Company: (a) from entering into a variable rate transaction with Investor or any affiliate of Investor, or (b) from issuing Common Shares,

preferred stock, warrants, convertible notes, other debt securities, or any other Company securities to Investor or any affiliate of

Investor; (vi) neither Company nor any Subsidiary will grant any lien, security interest, guaranty, pledge or encumbrance on any of its

assets without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute

discretion; (vii) neither Company nor the Subsidiaries will sell, transfer or issue any equity or grant any right to any equity interest

or voting rights in the Subsidiaries; and (viii) Company will not allow the Subsidiaries to incur any debt other than in the ordinary

course of business. For purposes hereof, the term “Restricted Issuance” means the issuance, incurrence or guaranty

of any debt obligations (including any merchant cash advance, account receivable factoring or other similar agreement), other than trade

payables in the ordinary course of business, or the issuance of any securities that (1) have or may have conversion rights of any kind,

contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with

the market price of the Common Shares; (2) are or may become convertible into Common Shares (including without limitation convertible

debt, warrants or convertible preferred shares), with a conversion price that varies with the market price of the Common Shares, even

if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition;

(3) have a fixed conversion price, exercise price or exchange price that is subject to being reset at some future date at any time after

the initial issuance of such debt or equity security (A) due to a change in the market price of Company’s Common Shares since the

date of the initial issuance or (B) upon the occurrence of specified or contingent events directly or indirectly related to the business

of Company (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions,

but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other

similar transaction); or (4) are issued or to be issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement,

or any other similar settlement or exchange. For the avoidance of doubt, none of the following will be considered Restricted Issuances:

(i) current or future ATM facilities; (ii) primary offerings of Common Shares or warrants without variable price mechanics or any anti-dilution,

“alternate cash exercise” or other similar mechanics or provisions that would allow for the reduction of the exercise price

of the warrants or increase the number of shares exercisable under the warrants; (iii) a commercial mortgage on the building owned by

Company in New York City located at 110 Charlton Street, Retail Unit B, Greenwich West Condominium, New York, New York 10014, up to the

lesser of (1) $2,000,000.00, and (ii) 100% of the value of such building; and (iv) a working capital line of credit on standard commercial

bank terms up to the lesser of (1) $1,000,000.00, and (2) 100% of the value of Company’s receivables and inventory.

Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Note to Investor at

the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:

5.1.

Investor shall have executed all applicable Transaction Documents and delivered the same to Company.

5.2.

Investor shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.

Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Note at the Closing

is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are

for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:

6.1.

Company shall have executed all applicable Transaction Documents and delivered the same to Investor.

6.2.

Company shall have delivered to Investor a fully executed Officer’s Certificate substantially in the form attached hereto as Exhibit

E evidencing Company’s approval of the Transaction Documents.

6.3.

The Subsidiaries shall have executed and delivered the Guaranty.

Most Favored Nation. So long as the Note is outstanding, upon any issuance by Company of any debt security with any economic term

or condition more favorable to the holder of such debt security or with a term in favor of the holder of such debt security that was

not similarly provided to Investor in the Transaction Documents, then Company shall notify Investor of such additional or more favorable

economic term and such term, at Investor’s option, shall become a part of the Transaction Documents for the benefit of Investor.

Additionally, if Company fails to notify Investor of any such additional or more favorable term, but Investor becomes aware that Company

has granted such a term to any third party, Investor may notify Company of such additional or more favorable term and such term shall

become a part of the Transaction Documents retroactive to the date on which such term was granted to the applicable third party. The

types of economic terms contained in another security that may be more favorable to the holder of such security include, but are not

limited to, terms addressing conversions into Common Shares, conversion discounts, conversion lookback periods, interest rates, original

issue discounts, stock sale price, conversion price per share, warrant coverage, warrant exercise price, and anti-dilution/conversion

and exercise price resets.

Miscellaneous. The provisions set forth in this Section 8 shall apply to this Agreement, as well as all other Transaction Documents

as if these terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth

in this Section 8 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.

8.1.

Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit F) arising under this Agreement or any

other Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship

of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit F attached hereto (the “Arbitration

Provisions”). For the avoidance of doubt, the parties agree that the injunction described in Section 8.3 below may be pursued

in an arbitration that is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents.

The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable

from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has

reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands

that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to

the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing

representations. Company acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding

the Arbitration Provisions.

8.2.

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

validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving

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

cause the application of the laws of any jurisdiction other than the State of Utah. Each party consents to and expressly agrees that

the exclusive venue for arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of the

parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve disputes

hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents each

party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting

in Salt Lake County, Utah, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not

bring any such action outside of any state or federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper

venue and any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing

of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Company acknowledges

that the governing law and venue provisions set forth in this Section 8.2 are material terms to induce Investor to enter into the Transaction

Documents and that but for Company’s agreements set forth in this Section 8.2 Investor would not have entered into the Transaction

Documents.

8.3.

Specific Performance. Company acknowledges and agrees that Investor may suffer irreparable harm if Company fails to perform any

material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms. It is accordingly

agreed that Investor shall be entitled to one or more injunctions to prevent or cure breaches of the provisions of this Agreement or

such other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any

other remedy to which Investor may be entitled under the Transaction Documents, at law or in equity. Company specifically agrees that:

(i) following an Event of Default (as defined in the Note) under the Note, Investor shall have the right to seek injunctive relief from

a court or an arbitrator prohibiting Company from issuing any of its Common Shares or preferred stock to any party unless fifty percent

(50%) of the gross proceeds received by Company in connection with such issuance are simultaneously used by Company to make a payment

under the Note; (ii) following a breach of Section 4(v) above, Investor shall have the right to seek injunctive relief from a court or

arbitrator invalidating such lock-up; and (iii) if Company or any of its subsidiaries enters into a definitive agreement that contemplates

a Fundamental Transaction (as defined in the Note), unless such agreement contains a closing condition that the Note is repaid in full

upon consummation of the transaction or Investor has provided its written consent in writing to such Fundamental Transaction, Investor

shall have the right to seek injunctive relief from a court or arbitrator preventing the consummation of such transaction. Company specifically

acknowledges that Investor’s right to obtain specific performance constitutes bargained for leverage and that the loss of such

leverage would result in irreparable harm to Investor. For the avoidance of doubt, in the event Investor seeks to obtain an injunction

from a court or an arbitrator against Company or specific performance of any provision of any Transaction Document, such action shall

not be a waiver of any right of Investor under any Transaction Document, at law, or in equity, including without limitation its rights

to arbitrate any Claim pursuant to the terms of the Transaction Documents, nor shall Investor’s pursuit of an injunction prevent

Investor, under the doctrines of claim preclusion, issues preclusion, res judicata or other similar legal doctrines, from pursuing other

Claims in the future in a separate arbitration

8.4.

Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all

of which together shall constitute one and the same instrument. Counterparts may be signed via electronic signature (including pdf or

any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and

any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

8.5.

Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation

of, this Agreement.

8.6.

Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule

of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to

conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect

the validity or enforceability of any other provision hereof.

8.7.

Entire Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties

with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor

makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term

sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction

Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any

affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there

is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents

shall govern.

8.8.

Amendments. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties

hereto.

8.9.

Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be

deemed effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor

or by email to an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation

which is kept by sending party), (ii) the earlier of the date delivered or the fifth (5th) Trading Day after deposit, postage

prepaid, with an international courier, or (iii) the earlier of the date delivered or the third Trading Day after mailing by express

courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following

addresses (or at such other addresses as such party may designate by five (5) calendar days’ advance written notice similarly given

to each of the other parties hereto):

to Company:

Aether

Holdings, Inc.

Attn:

Kuan Liang Lin

110

Charlton Street, Unit RET B

New

York, New York 10014

With

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

Venable

LLP

Attn:

William N. Haddad

151

W. 42nd St.

New

York, NY 10036

to Investor:

Streeterville

Capital, LLC

Attn:

John Fife

297

Auto Mall Drive #4

St.

George, Utah 84770

With

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

Hansen

Black Anderson Ashcraft PLLC

Attn:

Jonathan Hansen

3051

West Maple Loop Drive, Suite 325

Lehi,

Utah 84048

8.10.

Successors and Assigns. This Agreement and any of the severable rights, obligations and remedies inuring to the benefit of or

to be performed by Investor hereunder may be assigned by Investor to its affiliates, in whole or in part, without the need to obtain

Company’s consent thereto. Company may not assign or transfer its rights or obligations under this Agreement or delegate its duties

hereunder, whether directly or indirectly, without the prior written consent of Investor, and any such attempted assignment or delegation

shall be null and void.

8.11.

Survival. The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive

the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify

and hold harmless Investor and all its officers, members, managers, employees, attorneys, and agents for loss or damage related to any

third-party claims arising as a result of or related to any breach or alleged breach by Company of any of its representations, warranties

and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses

as they are incurred. Such indemnification obligations shall survive termination of this Agreement.

8.12.

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and

shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated

hereby.

8.13.

Investor’s Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction

Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and

remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law,

in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often and in such order

as Investor may deem expedient.

8.14.

Attorneys’ Fees and Cost of Collection. In the event any suit, action or arbitration is filed by either party against the

other to interpret or enforce any of the Transaction Documents, the unsuccessful party to such action agrees to pay to the prevailing

party all costs and expenses, including reasonable attorneys’ fees incurred therein, including the same with respect to an appeal.

The “prevailing party” shall be the party in whose favor a judgment is entered, regardless of whether judgment is entered

on all claims asserted by such party and regardless of the amount of the judgment; or where, due to the assertion of counterclaims, judgments

are entered in favor of and against both parties, then the judge or arbitrator shall determine the “prevailing party” by

taking into account the relative dollar amounts of the judgments or, if the judgments involve nonmonetary relief, the relative importance

and value of such relief. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses

for frivolous or bad faith pleading. If (i) the Note is placed in the hands of an attorney for collection or enforcement prior to commencing

arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor otherwise takes

action to collect amounts due under the Note or to enforce the provisions of the Note, or (ii) there occurs any bankruptcy, reorganization,

receivership of Company or other proceedings affecting Company’s creditors’ rights and involving a claim under the Note;

then Company shall pay the costs incurred by Investor for such collection, enforcement or action or in connection with such bankruptcy,

reorganization, receivership or other proceeding, including, without limitation, reasonable attorneys’ fees, expenses, deposition

costs, and disbursements.

8.15.

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

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

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

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

8.16.

Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY

ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS

OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW

OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY

WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.

8.17.

Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the

other Transaction Documents.

8.18.

Voluntary Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions

needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents

and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived

the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or

undue influence by Investor or anyone else.

8.19.

Third-Party Beneficiaries. This Agreement and each of the other Transaction Documents is intended for the benefit of the parties

hereto and their respective permitted successors and assigns. There are no third-party beneficiaries of this Agreement or any other Transaction

Document. Nothing in this Agreement or any other Transaction Document, express or implied, is intended to confer upon any other person

any rights, remedies, obligations or liabilities of any nature whatsoever.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above written.

INVESTOR:

Streeterville

Capital, LLC

By:

/s/

John Fife

John

Fife, President

COMPANY:

Aether

Holdings, Inc.

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, Chief Executive Officer

[Signature

Page to Note Purchase Agreement]

ATTACHED

EXHIBITS:

Exhibit

Note

Exhibit

Security

Agreement

Exhibit

IP Security

Agreement

Exhibit

Guaranty

Exhibit

Officer’s

Certificate

Exhibit

Arbitration

Provisions

Exhibit

ARBITRATION

PROVISIONS

Dispute Resolution. For purposes of these arbitration provisions (the “Arbitration Provisions”), the term “Claims”

means any disputes, claims, demands, causes of action, requests for injunctive relief, requests for specific performance, liabilities,

damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction

Documents and any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake,

fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition

precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement

(or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. For the avoidance of doubt, Investor’s

pursuit of an injunction or other Claim pursuant to these Arbitration Provisions or with a court will not later prevent Investor under

the doctrines of claim preclusion, issue preclusion, res judicata or other similar legal doctrines from pursuing other Claims in a separate

arbitration in the future. The parties to the Agreement (the “parties”) hereby agree that the Claims may be arbitrated

in one or more arbitrations pursuant to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all

other Claims). The parties to the Agreement hereby agree that these Arbitration Provisions are binding on each of them. As a result,

any attempt to rescind the Agreement (or these Arbitration Provisions) or any other Transaction Document or declare the Agreement (or

these Arbitration Provisions) or any other Transaction Document invalid or unenforceable pursuant to Section 29 of the 1934 Act or for

any other reason is subject to these Arbitration Provisions. Any capitalized term not defined in these Arbitration Provisions shall have

the meaning set forth in the Agreement.

Arbitration. Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”)

to be conducted exclusively in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to

the arbitration appeal right provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award

of the arbitrator rendered pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding

upon the parties, (b) the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented

or pleaded to the arbitrator, and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to

monetary awards). Subject to the Appeal Right, any costs or fees, including without limitation reasonable attorneys’ fees, incurred

in connection with or incident to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the

party resisting such enforcement. The Arbitration Award shall include default interest (as defined or otherwise provided for in the Note,

“Default Interest”) (with respect to monetary awards) at the rate specified in the Note for Default Interest both

before and after the Arbitration Award. Judgment upon the Arbitration Award will be entered and enforced by any state or federal court

sitting in Salt Lake County, Utah.

The Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration

Act, U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”).

Notwithstanding the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the event

of conflict or variation between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these

Arbitration Provisions shall control and the parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration

Act that may conflict with or vary from these Arbitration Provisions.

Arbitration Proceedings. Arbitration between the parties will be subject to the following:

4.1

Initiation of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration

by giving written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under

Section 8.9 of the Agreement (the “Notice Provision”); provided, however, that the Arbitration Notice may not

be given by email or fax. Arbitration will be deemed initiated as of the date that the Arbitration Notice is deemed delivered to such

other party under the Notice Provision (the “Service Date”). After the Service Date, information may be delivered,

and notices may be given, by email or fax pursuant to the Notice Provision or any other method permitted thereunder. The Arbitration

Notice must describe the nature of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims

in the Arbitration Notice must be pleaded consistent with the Utah Rules of Civil Procedure.

4.2

Selection and Payment of Arbitrator.

(a)

Within ten (10) calendar days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators

that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such

three (3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For the avoidance of

doubt, each Proposed Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within five (5) calendar days after

Investor has submitted to Company the names of the Proposed Arbitrators, Company must select, by written notice to Investor, one (1)

of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select one

of the Proposed Arbitrators in writing within such 5-day period, then Investor may select the arbitrator from the Proposed Arbitrators

by providing written notice of such selection to Company.

(b)

If Investor fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph

(a) above, then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators

that are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Investor. Investor may

then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Investor, select, by written notice

to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Investor

fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by Company, then Company

may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice of such selection to

Investor.

(c)

If a Proposed Arbitrator chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected

such Proposed Arbitrator may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the

chosen Proposed Arbitrator declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators

decline or are otherwise unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this

Paragraph 4.2.

(d)

The date that the Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both

parties to serve as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator

resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to

continue the Arbitration. If Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then

the arbitrator shall be selected under the then prevailing rules of the American Arbitration Association.

(e)

Subject to Paragraph 4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if

one party refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to

the accrual of Default Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.

4.3

Applicability of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the

Utah Rules of Civil Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without

limitation, to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The

Utah Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing,

it is the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the

event of any conflict between the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these

Arbitration Provisions shall control.

4.4

Answer and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating

the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required

deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against

such party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within

the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration

Notice, against a party that fails to submit an answer within such time period.

4.5

Related Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent

legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject

to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration

Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party

files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will

be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails

to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall

be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal

or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined

in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation

Proceedings pursuant to the Arbitration Act. In the event either party successfully petitions a court to compel arbitration, the losing

party in such action shall be required to pay the prevailing party’s reasonable attorneys’ fees and costs incurred in connection

with such action.

4.6

Discovery. Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:

(a)

Written discovery will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof,

and the written discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded

in the Arbitration. The party seeking written discovery shall always have the burden of showing that all of the standards and limitations

set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited

as follows:

(i)

To facts directly connected with the transactions contemplated by the Agreement.

(ii)

To facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or

less expensive than in the manner requested.

(b)

No party shall be allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests

for admission (including discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than

three (3) depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions

will be borne by the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition

of the estimated reasonable attorneys’ fees that such party expects to incur in connection with defending the deposition. If the

party defending the deposition fails to submit an estimate of reasonable attorneys’ fees within five (5) calendar days of its receipt

of a deposition notice, then such party shall be deemed to have waived its right to the estimated reasonable attorneys’ fees. The

party taking the deposition must pay the party defending the deposition the estimated reasonable attorneys’ fees prior to taking

the deposition, unless such obligation is deemed to be waived as set forth in the immediately preceding sentence. If the party taking

the deposition believes that the estimated reasonable attorneys’ fees are unreasonable, such party may submit the issue to the

arbitrator for a decision. All depositions will be taken in Utah.

(c)

All discovery requests (including document production requests included in deposition notices) must be submitted in writing to the arbitrator

and the other party. The party submitting the written discovery requests must include with such discovery requests a detailed explanation

of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure.

The receiving party will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the

arbitrator an estimate of the reasonable attorneys’ fees and costs associated with responding to such written discovery requests

and a written challenge to each applicable discovery request. After receipt of an estimate of reasonable attorneys’ fees and costs

and/or challenge(s) to one or more discovery requests, consistent with subparagraph (c) above, the arbitrator will within three (3) calendar

days make a finding as to the likely reasonable attorneys’ fees and costs associated with responding to the discovery requests

and issue an order that (i) requires the requesting party to prepay the reasonable attorneys’ fees and costs associated with responding

to the discovery requests, and (ii) requires the responding party to respond to the discovery requests as limited by the arbitrator within

twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests. If a party entitled to submit

an estimate of reasonable attorneys’ fees and costs and/or a challenge to discovery requests fails to do so within such 5-day period,

the arbitrator will make a finding that (A) there are no reasonable attorneys’ fees or costs associated with responding to such

discovery requests, and (B) the responding party must respond to such discovery requests (as may be limited by the arbitrator) within

twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests. Any party submitting any written

discovery requests, including without limitation interrogatories, requests for production subpoenas to a party or a third party, or requests

for admissions, must prepay the estimated reasonable attorneys’ fees and costs, before the responding party has any obligation

to produce or respond to the same, unless such obligation is deemed waived as set forth above.

(d)

In order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth

in these Arbitration Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery

request does not satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the arbitrator

may modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.

(e)

Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of

the Arbitration Commencement Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following:

(i) a complete statement of all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name

and qualifications, including a list of all the expert’s publications within the preceding ten (10) years, and a list of any other

cases in which the expert has testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii)

the compensation to be paid for the expert’s report and testimony. The parties are entitled to depose any other party’s expert

witness one (1) time for no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter

not fairly disclosed in the expert report.

4.7

Dispositive Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules

of Civil Procedure (a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required

to, deliver to the arbitrator and to the other party a memorandum in support (the “Memorandum in Support”) of the

Dispositive Motion. Within seven (7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator

and to the other party a memorandum in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within

seven (7) calendar days of delivery of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support

shall deliver to the arbitrator and to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”).

If the applicable party shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver

the Reply Memorandum as required above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion

shall proceed regardless.

4.8

Confidentiality. All information disclosed by either party (or such party’s agents) during the Arbitration process (including

without limitation information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential

in nature. Each party agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration

process (including without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure

such information becomes public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party

or its agents, (b) such information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving

party has notified the other party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court

of competent jurisdiction prior to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives

and legal counsel on a need to know basis who each agree in writing not to disclose such information to any third party. Pursuant to

Section 118(5) of the Arbitration Act, the arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure

of privileged information and confidential information upon the written request of either party.

4.9

Authorization; Timing; Scheduling Order. Subject to all other sections of these Arbitration Provisions, the parties hereby authorize

and direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the

Arbitration proceedings to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby agree that

an Arbitration Award must be made within one hundred twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator

is hereby authorized and directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date

in order to establish a scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents

by the parties to enable the arbitrator to render a decision prior to the end of such 120-day period.

4.10

Relief. The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief

which the arbitrator deems proper under the circumstances, including, without limitation, specific performance and injunctive relief,

provided that the arbitrator may not award exemplary or punitive damages.

4.11

Fees and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being

awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory

fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration,

and (b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery

costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.

4.12

Motion to Vacate. Following the entry of the Arbitration Award, if either party desires to file a Motion to Vacate the Arbitration

Award with a court in Salt Lake County, Utah, it must do so within the earlier of: (a) thirty (30) days of entry of the Arbitration Award;

and (b) in response to the prevailing party’s Motion to Confirm the Arbitration Award.

Arbitration Appeal.

5.1

Initiation of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have

a period of thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant

elects to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel

of arbitrators as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein

as the “Appeal Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph

4.1 above with respect to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee,

the Appellant must also pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond

in the amount of 110% of the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing.

In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance

with the provisions of this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will

not be further conditioned. In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond)

to the other party within the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award.

The Arbitration Award will be considered final until the Appeal Notice has been properly delivered and the applicable appeal bond has

been posted (along with proof of payment of the applicable bond). The parties acknowledge and agree that any Appeal shall be deemed part

of the parties’ agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.

5.2

Selection and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof

of payment of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3)

person arbitration panel (the “Appeal Panel”).

(a)

Within ten (10) calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators

that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such

five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance

of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with Utah ADR Services, and shall not be the arbitrator

who rendered the Arbitration Award being appealed (the “Original Arbitrator”). Within five (5) calendar days after

the Appellee has submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant must select, by written notice

to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal Panel. If the Appellant fails to select

three (3) of the Proposed Appeal Arbitrators in writing within such 5-day period, then the Appellee may select such three (3) arbitrators

from the Proposed Appeal Arbitrators by providing written notice of such selection to the Appellant.

(b)

If the Appellee fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the

Appeal Date pursuant to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed

Appeal Arbitrators, identify the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators

by Utah ADR Service (none of whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may then, within five

(5) calendar days after the Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to

the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within

such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant

may select the three (3) members of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice

of such selection to the Appellee.

(c)

If a selected Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal

Arbitrator may select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date

a chosen Proposed Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three

(3) of the five (5) designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator

selection process shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators

who have already agreed to serve shall remain on the Appeal Panel.

(d)

The date that all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email)

delivered to both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal

Commencement Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in

writing (including via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel

to serve as the lead arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes

of these Arbitration Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make

determinations upon the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator

on the Appeal Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the

Appeal proceedings, a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member

of the Appeal Panel. If Utah ADR Services ceases to exist or to provide a list of neutrals, then the arbitrators for the Appeal

Panel shall be selected under the then prevailing rules of the American Arbitration Association.

(e)

Subject to Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.

5.3

Appeal Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel

shall conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and

all other provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate

for a fair and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous

evidence and discovery, together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents

filed with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal

Panel shall not permit the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new

witnesses or affidavits, and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the

Arbitration Award.

5.4

Timing.

(a)

Within seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal

Panel copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents

filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,

but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning

or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)

calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal

Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s

delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply

Memorandum to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of

this subparagraph (a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final.

If the Appellee shall fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply

Memorandum as required above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and

the Appeal shall proceed regardless.

(b)

Subject to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar

days of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal

is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).

5.5

Appeal Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator

on the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety

and make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall

remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive

remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)

be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,

including without limitation reasonable attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel

Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award

shall include Default Interest (with respect to monetary awards) at the rate specified in the Note for Default Interest both before and

after the Arbitration Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in

Salt Lake County, Utah.

5.6

Relief. The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel

deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal

Panel may not award exemplary or punitive damages.

5.7

Fees and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party

being awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any

statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the

Arbitration and the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal

Panel, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges

awarded to any party) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery

costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including

without limitation in connection with the Appeal).

Miscellaneous.

6.1

Severability. If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision

shall be modified to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration

Provisions shall remain unaffected and in full force and effect.

6.2

Governing Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict

of laws principles therein.

6.3

Interpretation. The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of,

or affect the interpretation of, these Arbitration Provisions.

6.4

Waiver. No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed

by the party granting the waiver.

6.5

Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.

[Remainder

of page intentionally left blank]

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

Security

Agreement

This

Security Agreement (this “Agreement”),

dated as of May 13, 2026, is executed by Aether Holdings, Inc., a Delaware corporation

(“Debtor”), in favor of Streeterville Capital, LLC, a Utah limited liability

company (“Secured Party”).

Debtor issued to Secured Party a certain Secured Promissory Note of even date herewith, as may be amended from time to time, in the original

face amount of $3,240,000.00 (the “Note”).

In order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed to enter into this Agreement and grant

Secured Party a security interest in the Collateral (as defined below).

NOW,

THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are

hereby acknowledged, Debtor hereby agrees with Secured Party as follows:

Definitions and Interpretation. When used in this Agreement, the following terms have the following respective meanings:

“Collateral”

means the property described in Schedule A hereto, and to all replacements, proceeds, products, and accessories thereof.

“Intellectual

Property” means all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise),

information, know-how, inventions, discoveries, published and unpublished works of authorship, processes, any and all other proprietary

rights, and all rights corresponding to all of the foregoing throughout the world, now owned and existing or hereafter arising, created

or acquired.

“Lien”

shall mean, with respect to any property, any security interest, mortgage, pledge, lien, charge or other encumbrance in, of, or on such

property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement,

capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement

or similar instrument under the UCC or comparable law of any jurisdiction.

“Obligations”

means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising on or after the date hereof, owed

by Debtor to Secured Party or any affiliate of Secured Party of every kind and description, whether created by the Note, this Agreement,

any other Transaction Documents (as defined in the Purchase Agreement), any future loan or other agreements between Debtor and Secured

Party (or any affiliate of Secured Party), any modification or amendment to any of the foregoing, guaranty of payment or other contract

or by a quasi-contract, tort, statute or other operation of law, whether incurred or owed directly to Secured Party or as an affiliate

of Secured Party or acquired by Secured Party or an affiliate of Secured Party by purchase, pledge or otherwise, (b) all costs and expenses,

including attorneys’ fees, incurred by Secured Party or any affiliate of Secured Party in connection with the Note or in connection

with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a),

(c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Agreement,

and (d) the performance of the covenants and agreements of Debtor contained in this Agreement and all other Transaction Documents.

“Permitted

Liens” means (a) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate proceedings

for which adequate reserves have been established; (b) Liens in favor of Secured Party under this Agreement or arising under the other

Transaction Documents or any prior agreements between Debtor and Secured Party; (c) Liens with respect to the Senior Debt, if any; and

(d) other Liens incurred in the ordinary business not in connection with any financing transaction not exceeding $500,000.00 in the aggregate.

“Purchase

Agreement” means that certain Note Purchase Agreement dated May 13, 2026 between Debtor and Secured Party pursuant to

which the Note was issued to Secured Party.

“Senior

Debt” means, at any time and from time to time, (a) any commercial mortgage on the building owned by Debtor in New York City

located at 110 Charlton Street, Retail Unit B, Greenwich West Condominium, New York, New York 10014, up to the lesser of (1) $2,000,000.00,

and (ii) 100% of the value of such building; and (b) any working capital line of credit of Debtor on standard commercial bank terms up

to the lesser of (i) $1,000,000.00, and (ii) 100% of the value of Debtor’s receivables and inventory.

“UCC”

means the Uniform Commercial Code as in effect in the state whose laws would govern the security interest in, including without limitation

the perfection thereof, and foreclosure of the applicable Collateral.

Unless

otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC.

Grant of Security Interest. As security for the Obligations, Debtor hereby pledges to Secured Party and grants to Secured Party

a first-position security interest in all right, title, interest, claims and demands of Debtor in and to the Collateral.

Authorization to File Financing Statements. Debtor hereby irrevocably authorizes Secured Party at any time and from time to time

to file in any filing office in any UCC jurisdiction or other jurisdiction of Debtor or its subsidiaries any financing statements or

documents having a similar effect and amendments thereto with respect to the Collateral that provide any other information required by

the UCC (or similar law of any non-United States jurisdiction, if applicable) of such state or jurisdiction for the sufficiency or filing

office acceptance of any financing statement or amendment, including whether Debtor is an organization, the type of organization and

any organization identification number issued to Debtor. Debtor agrees to furnish any such information to Secured Party promptly upon

Secured Party’s request.

General Representations and Warranties. Debtor represents and warrants to Secured Party that (a) Debtor is the owner of the Collateral

and that no other person has any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral, other

than Permitted Liens, (b) upon the filing of UCC-1 financing statements in any applicable jurisdiction, Secured Party shall have a perfected

first-position security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such

filing, except for Permitted Liens; (c) Debtor has received fair and reasonably equivalent value in exchange for entering into this Agreement

and granting the security interests hereunder, (d) Debtor is not insolvent, as defined in any applicable state or federal statute including

the United States Bankruptcy Code and Utah Code § 25-6-202, nor will Debtor be rendered insolvent by the execution and delivery

of this Agreement to Secured Party; and (e) as such, this Agreement is a valid and binding obligation of Debtor. Notwithstanding the

foregoing, any sale, assignment, hypothecation or other transfer of the Note or a portion of the Note where in return Secured Party receives

consideration, the value of the consideration received by Secured Party will offset any amounts owed by Debtor as of the date the consideration

is received by Secured Party.

Additional Covenants. Debtor hereby agrees:

5.1.

to perform all acts that may be reasonably necessary to maintain, preserve, protect and perfect in the Collateral, the Lien granted hereunder

to Secured Party therein, and the perfection and priority of such Lien;

5.2.

to procure, execute (including endorse, as applicable), and deliver from time to time any endorsements, assignments, financing statements,

certificates of title, and all other instruments, documents and/or writings reasonably deemed necessary or appropriate by Secured Party

to perfect, maintain and protect Secured Party’s Lien hereunder and the priority thereof;

5.3.

to provide at least fifteen (15) days’ prior written notice to Secured Party of any of the following events: (a) any changes or

alterations of Debtor’s name, (b) any changes with respect to Debtor’s address or principal place of business, and (c) the

formation of any subsidiaries of Debtor;

5.4.

upon the occurrence of an Event of Default (as defined in the Note) under the Note and, thereafter, at Secured Party’s request,

to endorse (up to the outstanding amount under such promissory notes at the time of Secured Party’s request), assign and deliver

any promissory notes included in the Collateral to Secured Party, accompanied by such instruments of transfer or assignment duly executed

in blank as Secured Party may from time to time specify;

5.5.

to the extent the Collateral is not delivered to Secured Party pursuant to this Agreement, to keep the Collateral at the principal office

of Debtor (unless otherwise agreed to by Secured Party in writing), and not to relocate the Collateral to any other locations without

the prior written consent of Secured Party except in the ordinary course of business;

5.6.

not to sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein other than (a) inventory

in the ordinary course of business); (b) a lease or sublease of real property in the ordinary course of business; (c) any non-exclusive

license or sublicense of Intellectual Property entered into in the ordinary course of business; or (d) any disposition of property that

is immaterial, obsolete, worn-out, surplus or no longer used or, in the case of Intellectual Property, the expiration of Intellectual

Property in accordance with its statutory term.

5.7.

not to, directly or indirectly, allow, grant or suffer to exist any Lien upon any of the Collateral, other than Permitted Liens;

5.8.

not to grant any exclusive license or sublicense under any of its Intellectual Property, or enter into any other agreement that would

materially impair the value of any of its Intellectual Property, except in the ordinary course of Debtor’s business;

5.9.

to the extent commercially reasonable and in Debtor’s good faith business judgment: (a) to file and prosecute diligently any patent,

trademark or service mark applications of Debtor pending as of the date hereof or hereafter until all Obligations shall have been paid

in full, (b) to make application on unpatented but patentable inventions of Debtor and on trademarks and service marks of Debtor, (c)

to preserve and maintain all rights of Debtor in all of its material Intellectual Property, and (d) to ensure that all of its material

Intellectual Property is and remains enforceable. Any and all reasonable costs and expenses incurred in connection with each of Debtor’s

obligations under this Section 5.9 shall be borne by Debtor. Debtor shall not knowingly and unreasonably abandon any right to file a

patent, trademark or service mark application, or abandon any pending patent application, or any other of its Intellectual Property,

without the prior written consent of Secured Party except for Intellectual Property that Debtor determines, in the exercise of its good

faith business judgment, is not or is no longer material to its business, is no longer used or has expired in accordance with its statutory

term;

5.10.

upon the request of Secured Party at any time or from time to time, and at the sole cost and expense (including, without limitation,

reasonable attorneys’ fees) of Debtor, Debtor shall take all actions and execute and deliver any and all instruments, agreements,

assignments, certificates and/or documents reasonably required by Secured Party to collaterally assign any and all of Debtor’s

foreign patent, copyright and trademark registrations and applications now owned or hereafter acquired to and in favor of Secured Party;

and

5.11.

at any time amounts paid by Secured Party under the Transaction Documents are used to purchase Collateral, Debtor shall perform all acts

that may be reasonably necessary, and otherwise fully and reasonably cooperate with Secured Party, to cause (a) any such amounts paid

by Secured Party to be disbursed directly to the sellers of any such Collateral, (b) all certificates of title pertaining to such Collateral

(as applicable) to be properly filed and reissued to reflect Secured Party’s Lien on such Collateral, and (c) all such reissued

certificates of title to be delivered to and held by Secured Party.

Authorized Action by Secured Party. Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact (which appointment

is coupled with an interest) and agrees that Secured Party may perform (but Secured Party shall not be obligated to and shall incur no

liability to Debtor or any third party for failure so to do) any act which Debtor is obligated by this Agreement to perform, and to exercise

such rights and powers as Debtor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings

or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter

payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement

pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or

settlement, and take any action Secured Party deems advisable, with respect to the Collateral, including without limitation bringing

a suit in Secured Party’s own name to enforce any Intellectual Property; (d) endorse Debtor’s name on all applications, documents,

papers and instruments necessary or desirable for Secured Party in the use of any Collateral; (e) grant or issue any exclusive or non-exclusive

license under any Intellectual Property to any person or entity; (f) assign, pledge, sell, convey or otherwise transfer title in or dispose

of any Intellectual Property to any person or entity; (g) cause the Commissioner of Patents and Trademarks, United States Patent and

Trademark Office (or as appropriate, such equivalent agency in foreign countries) to issue any and all patents and related rights and

applications to Secured Party as the assignee of Debtor’s entire interest therein; (h) employ collections activities and remedies

against Debtor’s account debtors including, without limitation, instructing such debtors to make payments directly to Secured Party;

(i) file a copy of this Agreement with any governmental agency, body or authority, including without limitation the United States Patent

and Trademark Office and, if applicable, the United States Copyright Office or Library of Congress, at the sole cost and expense of Debtor;

(j) insure, process and preserve the Collateral; (k) pay any indebtedness of Debtor relating to the Collateral; (l) execute and file

UCC financing statements and other documents, certificates, instruments and agreements with respect to the Collateral or as otherwise

required or permitted hereunder; and (m) take any and all appropriate action and execute any and all documents and instruments that may

be reasonably necessary or useful to accomplish the purposes of this Agreement; provided, however, that Secured Party shall not

exercise any such powers granted pursuant to clauses (a) through (j) above prior to the occurrence of an Event of Default. The powers

conferred on Secured Party under this Section 6 are solely to protect its interests in the Collateral and shall not impose any duty upon

it to exercise any such powers. Secured Party shall be accountable only for the amounts that it actually receives as a result of the

exercise of such powers, and neither Secured Party nor any of its stockholders, directors, officers, managers, members, employees or

agents shall be responsible to Debtor for any act or failure to act, except with respect to Secured Party’s own gross negligence

or willful misconduct. Nothing in this Section 6 shall be deemed an authorization for Debtor to take any action that it is otherwise

expressly prohibited from undertaking by way of other provision of this Agreement.

Default and Remedies.

7.1.

Default. Debtor shall be deemed in default under this Agreement upon the occurrence of an Event of Default.

7.2.

Remedies. Upon the occurrence of any such Event of Default, Secured Party shall have the rights of a secured creditor under the

UCC, all rights granted by this Agreement and by law, including, without limiting the foregoing, (a) the right to require Debtor to assemble

the Collateral and make it available to Secured Party at a place to be designated by Secured Party, and (b) the right to take possession

of the Collateral, and for that purpose Secured Party may enter upon premises on which the Collateral may be situated and remove the

Collateral therefrom. Debtor hereby agrees that ten (10) days’ notice of a public sale of any Collateral or notice of the date

after which a private sale of any Collateral may take place is reasonable, provided that any shorter notice period permitted under the

applicable UCC shall be deemed reasonable. In addition, Debtor waives any and all rights that it may have to a judicial hearing in advance

of the enforcement of any of Secured Party’s rights and remedies hereunder, including, without limitation, Secured Party’s

right following an Event of Default to take immediate possession of Collateral and to exercise Secured Party’s rights and remedies

with respect thereto. Secured Party may also have a receiver appointed to take charge of all or any portion of the Collateral and to

exercise all rights of Secured Party under this Agreement. Secured Party may exercise any of its rights under this Section 7.2 without

demand or notice of any kind. The remedies in this Agreement, including without limitation this Section 7.2, are in addition to, not

in limitation of, any other right, power, privilege, or remedy, either in law, in equity, or otherwise, to which Secured Party may be

entitled. No failure or delay on the part of Secured Party in exercising any right, power, or remedy will operate as a waiver thereof,

nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.

All of Secured Party’s rights and remedies, whether evidenced by this Agreement or by any other agreement, instrument or document

shall be cumulative and may be exercised singularly or concurrently.

7.3.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies

in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to

fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition, (b) to fail to obtain third

party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental

or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection

remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse

claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on Collateral directly

or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications

or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not

in the same business as Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more

professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to

dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that

have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather

than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure Secured Party

against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection

or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment

bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor

acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party

would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that

other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated

in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor

or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence

of this Section.

7.4.

Marshalling. Secured Party shall not be required to marshal any present or future Collateral for, or other assurances of payment

of, the Obligations or to resort to such Collateral or other assurances of payment in any particular order, and all of its rights and

remedies hereunder and in respect of such Collateral and other assurances of payment shall be cumulative and in addition to all other

rights and remedies, however existing or arising. To the extent that it lawfully may, Debtor hereby agrees that it will not invoke any

law relating to the marshalling of Collateral which might cause delay in or impede the enforcement of Secured Party’s rights and

remedies under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations

is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully

may, Debtor hereby irrevocably waives the benefits of all such laws.

7.5.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the

avails of any remedy hereunder (as well as any other amounts of any kind held by Secured Party at the time of, or received by Secured

Party after, the occurrence of an Event of Default) shall be paid to and applied as follows:

(a)

First, to the payment of reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure

or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances,

including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Secured Party;

(b)

Second, to the payment to Secured Party of the amount then owing or unpaid on the Note (to be applied first to accrued interest and second

to outstanding principal) and all amounts owed under any of the other Transaction Documents or other documents included within the Obligations;

and

(c)

Third, to the payment of the surplus, if any, to Debtor, its successors and assigns, or to whosoever may be lawfully entitled to receive

the same.

the absence of final payment and satisfaction in full of all of the Obligations, Debtor shall remain liable for any deficiency.

Miscellaneous.

8.1.

Notices. Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”

in the Purchase Agreement, the terms of which are incorporated herein by this reference.

8.2.

Non-waiver. No failure or delay on Secured Party’s part in exercising any right hereunder shall operate as a waiver thereof

or of any other right nor shall any single or partial exercise of any such right preclude any other further exercise thereof or of any

other right.

8.3.

Amendments and Waivers. This Agreement may not be amended or modified, nor may any of its terms be waived, except by written instruments

signed by Debtor and Secured Party. Each waiver or consent under any provision hereof shall be effective only in the specific instances

for the purpose for which given.

8.4.

Assignment. This Agreement shall be binding upon and inure to the benefit of Secured Party and Debtor and their respective successors

and assigns; provided, however, that Debtor may not sell, assign or delegate rights and obligations hereunder without the prior

written consent of Secured Party.

8.5.

Cumulative Rights, etc. The rights, powers and remedies of Secured Party under this Agreement shall be in addition to all rights,

powers and remedies given to Secured Party by virtue of any applicable law, rule or regulation of any governmental authority, or the

Note, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing

Secured Party’s rights hereunder. Debtor waives any right to require Secured Party to proceed against any person or entity or to

exhaust any Collateral or to pursue any remedy in Secured Party’s power.

8.6.

Partial Invalidity. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve

the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.

8.7.

Expenses. Debtor shall pay on demand all reasonable fees and expenses, including reasonable attorneys’ fees and expenses,

incurred by Secured Party in connection with the custody, preservation or sale of, or other realization on, any of the Collateral or

the enforcement or attempt to enforce any of the Obligations which are not performed as and when required by this Agreement.

8.8.

Entire Agreement. This Agreement, the Note and the other Transaction Documents, taken together, constitute and contain the entire

agreement of Debtor and Secured Party with respect to this particular matter and supersede any and all prior agreements, negotiations,

correspondence, understandings and communications between the parties, whether written or oral, respecting the subject matter hereof.

8.9.

Governing Law; Venue. This Agreement shall be governed by the laws of the State of Utah, without giving effect to the principles

thereof regarding the conflict of laws; provided, however, that the perfection and priority of the security interests hereunder,

and the enforcement of Secured Party’s rights and remedies against the Collateral as provided herein, will be subject to the UCC

of the applicable jurisdiction(s) where such Collateral is located or where the relevant Debtor is organized, as applicable. The provisions

set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.

8.10.

Purchase Agreement; Arbitration of Disputes. By executing this Agreement, each party agrees to be bound by the terms, conditions

and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions

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

8.11.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which

together shall constitute one instrument. Any electronic copy of a party’s executed counterpart will be deemed to be an executed

original.

8.12.

Time of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, Secured Party and Debtor have caused this Agreement to be executed as of the day and year first above written.

SECURED

PARTY:

Streeterville

Capital, LLC

By:

/s/

John Fife

John

Fife, President

DEBTOR:

Aether

Holdings, Inc.

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, Chief Executive Officer

[Signature

Page to Security Agreement]

SCHEDULE

SECURITY AGREEMENT

All

right, title, interest, claims and demands of Debtor in and to all of Debtor’s assets owned as of the date hereof and/or acquired

hereafter by Debtor, wherever located, at any time while the Obligations are still outstanding, including without limitation, the following

property:

All equity interests in all wholly- or partially-owned subsidiaries of Debtor, including all certificated and uncertificated securities,

stock certificates, membership interests, partnership interests, and all rights, privileges, and preferences associated therewith;

All customer accounts, rights under insurance contracts, and rights relating to clients underlying such insurance contracts;

All goods and equipment now owned or hereafter acquired, including, without limitation, all laboratory equipment, computer equipment,

office equipment, machinery, fixtures, vehicles, and any interest in any of the foregoing, and all attachments, accessories, accessions,

replacements, substitutions, additions, and improvements to any of the foregoing, wherever located;

All inventory now owned or hereafter acquired, including, without limitation, all merchandise, raw materials, parts, supplies, packing

and shipping materials, work in process and finished products including such inventory as is temporarily out of Debtor’s custody

or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from

the sale or disposition of any of the foregoing and any documents of title representing any of the above, and Debtor’s books relating

to any of the foregoing;

All accounts receivable, contract rights, general intangibles, healthcare insurance receivables, payment intangibles and commercial tort

claims, now owned or hereafter acquired, including, without limitation, all patents, patent rights and patent applications (including

without limitation, the inventions and improvements described and claimed therein, and (a) all reissues, divisions, continuations, renewals,

extensions and continuations-in-part thereof, (b) all income, royalties, damages, proceeds and payments now and hereafter due or payable

under or with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (c) the

right to sue for past, present and future infringements thereof, and (d) all rights corresponding thereto throughout the world), trademarks

and service marks (and applications and registrations therefor), inventions, discoveries, copyrights and mask works (and applications

and registrations therefor), trade names, trade styles, software and computer programs including source code, trade secrets, methods,

published and unpublished works of authorship, processes, know how, drawings, specifications, descriptions, and all memoranda, notes,

and records with respect to any research and development, goodwill, license agreements, information, any and all other proprietary rights,

franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer

disks, computer tapes, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment

of any kind and whether in tangible or intangible form or contained on magnetic media readable by machine together with all such magnetic

media, and all rights corresponding to all of the foregoing throughout the world, now owned and existing or hereafter arising, created

or acquired;

All now existing and hereafter arising accounts, contract rights, royalties, license rights and all other forms of obligations owing

to Debtor arising out of the sale or lease of goods, the licensing of technology or the rendering of services by Debtor (subject, in

each case, to the contractual rights of third parties to require funds received by Debtor to be expended in a particular manner), whether

or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned

to or reclaimed by Debtor and Debtor’s books relating to any of the foregoing;

All documents, cash, deposit accounts (including account numbers and financial institutions where maintained), letters of credit, letter

of credit rights, supporting obligations, certificates of deposit, instruments, chattel paper, electronic chattel paper, tangible chattel

paper and investment property, including, without limitation, all securities, whether certificated or uncertificated, security entitlements,

securities accounts, commodity contracts and commodity accounts, and all financial assets held in any securities account or otherwise,

wherever located, now owned or hereafter acquired and Debtor’s books relating to the foregoing;

All other assets, goods and personal property of Debtor, wherever located, whether tangible or intangible, and whether now owned or hereafter

acquired; and

Any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds and

products thereof, including, without limitation, insurance, condemnation, requisition or similar payments and the proceeds thereof.

EX-10.3

Filename: ex10-3.htm · Sequence: 5

Exhibit

10.3

INTELLECTUAL

PROPERTY SECURITY AGREEMENT

This

INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of May 13, 2026, is made by Aether

Holdings, Inc., a Delaware corporation (“Debtor”), in favor of STREETERVILLE CAPITAL, LLC, a Utah limited liability

company (the “Secured Party”).

A. Debtor

agreed to issue to Secured Party a Secured Promissory Note, as may be amended from time to

time (the “Note”), pursuant to a certain Securities Purchase Agreement

of even date herewith by and between Debtor and Secured Party (the “Purchase Agreement”).

B. In

order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed

to enter into that certain Security Agreement of even date herewith by and between Debtor

and Secured Party (the “Security Agreement”) and to grant Secured Party

a security interest in certain “Collateral” as defined in the Security Agreement.

C. Under

the terms of the Security Agreement, Debtor has granted to Secured Party a security interest

in, among other property, certain intellectual property of the Debtor, and has agreed to

execute and deliver this IP Security Agreement for recording with governmental authorities,

including, but not limited to, the United States Patent and Trademark Office and the United

State Copyright Office.

NOW,

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Grant of Security.

Debtor hereby pledges and grants to Secured Party a security interest in and to all of the right, title, and interest of such Debtor

in, to, and under the following (the “IP Collateral”):

(a)

the patents, patent applications and trademarks set forth on Schedule 1 hereto and all reissues, divisions, continuations, continuations-in-part,

renewals, extensions, and reexaminations thereof, and amendments thereto;

(b)

the trademark registrations and applications set forth on Schedule 1 hereto, together with the goodwill connected with the use

thereof and symbolized thereby, and all extensions and renewals thereof;

(c)

the copyright registrations and applications set forth on Schedule 1 hereto, and all extensions and renewals thereof;

(d)

all rights of any kind whatsoever of Debtor accruing under any of the foregoing provided by applicable law of any jurisdiction, by international

treaties and conventions and otherwise throughout the world;

(e)

any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the

foregoing; and

(f)

any and all claims and causes of action with respect to any of the foregoing, whether occurring before, on, or after the date hereof,

including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and

future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such

legal and equitable relief and to collect, or otherwise recover, any such damages.

Recordation. Debtor authorizes the

Commissioner for Patents, the Commissioner for Trademarks, and the Register of Copyrights to record and register this IP Security Agreement

upon request by the Secured Party.

Loan Documents.

This IP Security Agreement has been entered into pursuant to and in conjunction with the Security Agreement, the Purchase Agreement,

the Note and all other documents related thereto and entered into in connection therewith (the “Loan Documents”),

which are hereby incorporated by reference. The provisions of the Loan Documents shall supersede and control over any conflicting or

inconsistent provision herein. The rights and remedies of the Secured Party with respect to the IP Collateral are as provided by the

Loan Documents and nothing in this IP Security Agreement shall be deemed to limit such rights and remedies.

General Representations and Warranties. In addition to those representations and warranties made in the Security Agreement, Debtor

hereby represents and warrants to Secured Party that:

(a)

Debtor owns, has independently developed, and has the

valid right to encumber use, possess, develop, sell, license, copy, distribute, market, advertise and/or dispose of all IP Collateral.

(b)

The IP Collateral does not infringe, whether indirectly (e.g., contributorily

or by induced infringement) or directly, upon any copyright, trademark, trade dress, trade secret or patent or other proprietary or intellectual

property right of any third party in the United States or in any country or jurisdiction worldwide, and that no third party in the United

States or in any country or jurisdiction worldwide has made any infringement or misappropriation claims against Debtor regarding the

IP Collateral.

(c)

All applications and registrations related to the IP Collateral are valid, enforceable, subsisting, and have not expired, been revoked

or cancelled for failure to prosecute, and all issuance, renewal, maintenance and other payments that are or have become due with respect

thereto have been timely paid by or on behalf of the Debtor.

(d)

Debtor has not assigned any right, title or interest in the IP Collateral to any third party.

(e)

There is no pending or threatened claim or litigation contesting the validity or ownership of the IP Collateral. There is no legitimate

basis for any such claim, nor has Debtor received any notice asserting that any IP Collateral or the proposed encumbrance, use, sale,

license or disposition thereof conflicts or shall conflict with the rights of any other party, nor is there any legitimate basis for

any such assertion.

(f)

Debtor represents and warrants to Secured Party that

Schedule 1 attached hereto is a true, complete and accurate list of all patents, patent applications, trademarks, trademark applications,

copyrights, and copyright applications owned by Debtor.

Execution in Counterparts. This IP

Security Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together

shall constitute one and the same instrument. Counterparts may be delivered via electronic signature (including pdf or any electronic

signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart

so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Successors and Assigns. This IP Security

Agreement will be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns. This IP

Security Agreement may be assigned by Secured Party to its affiliates that are permitted assignees of the Note, upon prior written notice

to Debtor, without the need to obtain Debtor’s consent thereto, provided that any such assignee agrees in writing to be bound by

the terms of all Transaction Documents (as defined in the Purchase Agreement) as though an original party thereto. Except as set forth

above, neither Secured Party nor Debtor may assign its rights or obligations under this IP Security Agreement or delegate its duties

hereunder, whether directly or indirectly, without the prior written consent of the other party, and any such attempted assignment or

delegation shall be null and void.

Governing Law;

Arbitration. This IP Security Agreement and any

claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to

this IP Security Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with,

the laws of the United States and the State of Utah, without giving effect to any choice or conflict of law provision or rule (whether

of the State of Utah or any other jurisdiction), and will be subject to the Arbitration

Provisions (as defined in the Purchase Agreement) attached as an exhibit to the Purchase Agreement.

[Signature

Page Follows]

WITNESS WHEREOF, Debtor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized

as of the date first above written.

AETHER

HOLDINGS, INC.

By:

/s/ Kuan Liang Lin

Kuan Liang Lin, CEO

Address

for Notices:

110

Charlton Street, Unit RET B

New

York, New York 10014

AGREED

TO AND ACCEPTED:

STREETERVILLE

CAPITAL, LLC

By:

/s/ John Fife

John Fife, President

Address

for Notices:

297

Auto Mall Drive #4

St.

George, Utah 84770

[Signature

Page to Intellectual Property Security Agreement]

SCHEDULE

TRADEMARKS

EX-10.4

Filename: ex10-4.htm · Sequence: 6

Exhibit

10.4

GUARANTY

This

GUARANTY, made effective as of May 13, 2026, is given by each of the undersigned entities set forth on the signature page hereto (all

such entities together, “Guarantors”, and each individually, a “Guarantor”), for the benefit of

Streeterville Capital, LLC, a Utah limited liability company (“Investor”).

PURPOSE

A. Aether

Holdings, Inc., a Delaware corporation and parent of Guarantors (“Company”), has issued to Investor that certain Secured

Promissory Note of even date herewith in the original principal amount of $3,240,000.00 (the “Note”).

B. The

Note was issued pursuant to the terms of a Note Purchase Agreement of even date herewith between Company and Investor (the “Purchase

Agreement”).

C. Investor

agreed to provide the financing to Company evidenced by the Note only upon the inducement and representation of Guarantors that they

would guaranty certain indebtedness, liabilities and obligations of Company owed to Investor under the Note, as provided herein.

NOW,

THEREFORE, in consideration of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

and in order to induce Investor to purchase the Note and provide the financing contemplated therein, each Guarantor hereby agrees for

the benefit of Investor as follows:

GUARANTY

Indebtedness Guaranteed. Each Guarantor hereby absolutely and unconditionally guarantees

the prompt payment in full of the Obligations (as defined below), as and when the same (including without limitation portions thereof)

become due and payable. Each Guarantor acknowledges that the amount of the Obligations may exceed the principal amount of the Note. Each

Guarantor further acknowledges that the foregoing guarantee is made for the timely payment and performance of each of the Obligations

and is not merely a guaranty of collection. For purposes of this Guaranty, “Obligations” means all loans, advances,

debts, liabilities and obligations, arising on or after the date of this Guaranty, owed by Company or Guarantors to Investor, whether

created by the Note, the Purchase Agreement, or any other Transaction Documents, including any modification or amendment to any of the

foregoing.

2. Representations

and Warranties. Each Guarantor hereby represents and warrants to Investor that:

(a)

Guarantor is a company, duly organized, validly existing and in good standing under the laws

of the jurisdiction of its formation and has the power and authority and the legal right to own and operate its properties and to conduct

the business in which it is currently engaged.

(b) Guarantor

has the power and authority and the legal right to execute and deliver, and to perform its obligations under, this Guaranty and has taken

all necessary action required by its form of organization to authorize such execution, delivery and performance.

Guaranty constitutes Guarantor’s legal, valid and binding obligation enforceable in accordance with its terms, except as enforceability

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’

rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(d) The

execution, delivery and performance of this Guaranty will not (i) violate any provision of any law, statute, rule or regulation or any

order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect

having applicability to Guarantor, (ii) violate or contravene any provision of Guarantor’s organizational documents, or (iii) result

in a breach of or constitute a default under any indenture, loan or credit agreement or any other material agreement, lease or instrument

to which Guarantor is a party or by which it or any of its properties may be bound or result in the creation of any lien thereunder.

Guarantor is not in default under or in violation of any such law, statute, rule or regulation, order, writ, judgment, injunction, decree,

determination or award or any such indenture, loan or credit agreement or other agreement, lease or instrument in any case in which the

consequences of such default or violation could have a material adverse effect on its business, operations, properties, assets or condition

(financial or otherwise).

(e)

No order, consent, approval, license, authorization or validation of, or filing, recording

or registration with, or exemption by, any governmental or public body or authority is required on Guarantor’s part to authorize,

or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability

of, this Guaranty.

(f) There

are no actions, suits or proceedings pending or, to Guarantor’s knowledge, threatened against or affecting Guarantor or any of

its properties before any court or arbitrator, or any governmental department, board, agency or other instrumentality which, if determined

adversely to Guarantor, would have a material adverse effect on its business, operations, property or condition (financial or otherwise)

or on its ability to perform its obligations hereunder.

(g)

(i) This Guaranty is not given with actual intent to hinder, delay or defraud any entity to

which Guarantor is, or will become on or after the date of this Guaranty, indebted, (ii) Guarantor has received at least a reasonably

equivalent value in exchange for the giving of this Guaranty, (iii) Guarantor is not insolvent, as defined in any applicable state or

federal statute, nor will Guarantor be rendered insolvent by the execution and delivery of this Guaranty to Investor, and (iv) Guarantor

does not intend to incur debts that will be beyond Guarantor’s ability to pay as such debts become due.

(h)

Guarantor has examined or has had the full opportunity to examine the Note and all the other

Transaction Documents, all the terms of which are acceptable to Guarantor.

(i)

This Guaranty is given in consideration of Investor entering into the Note and providing financing

thereunder.

(j)

Guarantor is not insolvent, as defined in any applicable state or federal statute, nor will

Guarantor be rendered insolvent by the execution and delivery of this Guaranty to Investor.

(k)

Guarantor has received adequate consideration and at least a reasonably equivalent value in

exchange for the giving of this Guaranty, which Guarantor hereby acknowledges having received, and thereby will materially benefit from

the financial accommodations granted to Company by Investor pursuant to the Note. Investor may rely conclusively on the continuing warranty,

hereby made, that Guarantor continues to be benefitted by Investor’s extension of credit accommodations to Company and Investor

shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable

by Investor without regard to the receipt, nature or value of any such benefits. As such, this Guaranty is a valid and binding obligation

of Guarantor. Guarantor further covenants and agrees that it will not use lack of consideration as a defense to its performance of its

obligations under this Guaranty.

Alteration of Obligations. In such manner, upon such terms and at such times as Investor

and Company deem best and without notice to Guarantor, Investor and Company may alter, compromise, accelerate, extend, renew or change

the time or manner for the payment of any Obligation, increase or reduce the rate of interest on the Note, release Company, as to all

or any portion of the Obligations, release, substitute or add any one or more guarantors or endorsers, accept additional or substituted

security therefor, or release or subordinate any security therefor. No exercise or non-exercise by Investor of any right available to

Investor, no dealing by Investor with Guarantors or any other guarantor, endorser of the Note or any other person, and no change, impairment

or release of all or a portion of the obligations of Company under any of the Transaction Documents or suspension of any right or remedy

of Investor against any person, including, without limitation, Company and any other such guarantor, endorser or other person, shall

in any way affect any of the obligations of Guarantors hereunder or any security furnished by Guarantors or give Guarantors any recourse

against Investor. Guarantors acknowledges that its obligations hereunder are independent of the obligations of Company.

Waiver. To the extent permitted by law, each Guarantor hereby waives and relinquishes

all rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such rights or remedies,

including (without limitation) (a) any right to require Investor to proceed against Company or any other person or to pursue any other

remedy in Investor’s power before proceeding against Guarantor; (b) any defense that may arise by reason of the incapacity, lack

of authority, death or disability of any other person or persons or the failure of Investor to file or enforce a claim against the estate

(in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, protest and notice of any kind, including,

without limitation, notice of the existence, creation or incurring of any new or additional indebtedness, liability or obligation or

of any action or non-action on the part of Company, Investor, any endorser or creditor of Company or Guarantor or on the part of any

other person whomsoever under this or any other instrument in connection with any obligation or liability or evidence of indebtedness

held by Investor as collateral or in connection with any Obligation hereby guaranteed; (d) any defense based upon an election of remedies

by Investor which may destroy or otherwise impair the subrogation rights of Guarantor or the right of Guarantor to proceed against Company

for reimbursement, or both; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must

be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any duty on the part of Investor to

disclose to Guarantor any facts Investor may now or hereafter know about Company, regardless of whether Investor has reason to believe

that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts

are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, since Guarantor acknowledges that it

is fully responsible for being and keeping informed of the financial condition of Company and of all circumstances bearing on the risk

of non-payment of any Obligation; (g) any defense arising because of Investor’s election, in any proceeding instituted under the

Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code; (h) any defense based on any borrowing

or grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any claim, right or remedy which Guarantor may

now have or hereafter acquire against Company that arises hereunder and/or from the performance by Guarantor hereunder, including, without

limitation, any claim, right or remedy of Investor against Company or any security which Investor now has or hereafter acquires, whether

or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise; and (j) any obligation

of Investor to pursue any other guarantor or any other person, or to foreclose on any collateral.

Bankruptcy. So long as any Obligation shall be owing to Investor, Guarantors shall not,

without the prior written consent of Investor, commence or join with any other person in commencing any bankruptcy, reorganization, or

insolvency proceeding against Company. The obligations of Guarantors under this Guaranty shall not be altered, limited or affected by

any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement

of Company, or by any defense which Company may have by reason of any order, decree or decision of any court or administrative body resulting

from any such proceeding.

Claims in Bankruptcy. Guarantors shall file in any bankruptcy or other proceeding in

which the filing of claims is required or permitted by law all claims that Guarantors may have against Company relating to any indebtedness,

liability or obligation of Company owed to Guarantors and will assign to Investor all rights of Guarantors thereunder. If Guarantors

do not file any such claim, Investor, as attorney-in-fact for Guarantors, is hereby authorized to do so in the name of Guarantors or,

in Investor’s discretion, to assign the claim to a nominee and to cause proof of claim to be filed in the name of Investor’s

nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. Investor or Investor’s nominee shall

have the sole right to accept or reject any plan proposed in such proceeding and to take any other action that a party filing a claim

is entitled to do. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such

claim shall pay to Investor the amount payable on such claim and, to the full extent necessary for that purpose, Each Guarantor hereby

assigns to Investor all of Guarantor’s rights to any such payments or distributions to which Guarantor would otherwise be entitled;

provided, however, that Guarantor’s obligations hereunder shall not be deemed satisfied except to the extent that Investor

receives cash by reason of any such payment or distribution. If Investor receives anything hereunder other than cash, the same shall

be held as collateral for amounts due under this Guaranty. If at any time the holder of the Note is required to refund to Company any

payments made by Company under the Note because such payments have been held by a bankruptcy court having jurisdiction over Company to

constitute a preference under any bankruptcy, insolvency or similar law then in effect, or for any other reason, then in addition to

Guarantor’s other obligation under this Guaranty, Guarantor shall reimburse the holder in the aggregate amount of such refund payments.

Costs and Attorneys’ Fees. If Company or any Guarantor fails to pay all or any

portion of any Obligation, or any Guarantor otherwise breaches any provision hereof or otherwise defaults hereunder, Guarantors shall

pay reasonable attorneys’ fees incurred by Investor in connection with the enforcement of any obligations of Guarantors hereunder,

including, without limitation, any attorneys’ fees incurred in any negotiation, alternative dispute resolution proceeding subsequently

agreed to by the parties, if any, litigation, arbitration, or bankruptcy proceeding or any appeals from any of such proceedings.

Cumulative Rights. The amount of Guarantors’ liability and all rights, powers

and remedies of Investor hereunder and under any other agreement now or at any time hereafter in force between Investor and Guarantors,

including, without limitation, any other guaranty executed by Guarantors relating to any indebtedness, liability or obligation of Company

owed to Investor, shall be cumulative and not alternative and such rights, powers and remedies shall be in addition to all rights, powers

and remedies given to Investor by law. This Guaranty is in addition to and exclusive of the guaranty of any other guarantor of any indebtedness,

liability or obligation of Company owed to Investor.

Independent Obligations. The obligations of Guarantors hereunder are independent of

the obligations of Company and, to the extent permitted by law, in the event of any breach or default hereunder, a separate action or

actions may be brought and prosecuted against any Guarantor whether or not Company or the other Guarantors are joined therein or a separate

action or actions are brought against Company, and Investor shall have no obligation to separately pursue an action against Company with

respect to the Obligations. Investor may maintain successive actions for other breaches or defaults. Investor’s rights hereunder

shall not be exhausted by Investor’s exercise of any of Investor’s rights or remedies or by any such action or by any number

of successive actions until and unless all Obligations have been paid and fully performed.

10.

Severability. If any part of this Guaranty is construed to be in violation of any law,

such part shall be modified to achieve the objective of the parties to the fullest extent permitted and the balance of this Guaranty

shall remain in full force and effect.

11.

Successors and Assigns. This Guaranty shall inure to the benefit of Investor, Investor’s

successors and assigns, including the assignees of any Obligation, and shall bind the heirs, executors, administrators, personal representatives,

successors and assigns of Guarantors. This Guaranty may be assigned by Investor with respect to all or any portion of the Obligations,

and when so assigned, Guarantors shall be liable to the assignees under this Guaranty without in any manner affecting the liability of

Guarantors hereunder with respect to any Obligations retained by Investor.

12.

Notices. Whenever Guarantors or Investor shall desire to give or serve any notice, demand,

request or other communication with respect to this Guaranty, each such notice shall be given in writing (unless otherwise specified

herein) and shall be deemed effectively given on the earliest of:

(a) the

date delivered, if delivered by personal delivery as against written receipt therefor or by email to an executive officer, or by confirmed

facsimile,

(b) the

fifth business day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or

(c)

the third business day after mailing by domestic or international express courier, with delivery costs and fees prepaid, in each

case, addressed to each of the other parties thereunto entitled at the address for such party (or Company, in respect of notices

delivered to the Guarantors) set forth in the Purchase Agreement (or at such other addresses as such party may designate by ten (10)

calendar days’ advance written notice similarly given to each of the other parties hereto).

13.

Application of Payments or Recoveries. With or without notice to Guarantors, Investor,

in Investor’s sole discretion and at any time and from time to time and in such manner and upon such terms as Investor deems fit,

may (a) apply any or all payments or recoveries from Company or from any other guarantor or endorser under any other instrument or realized

from any security, in such manner and order of priority as Investor may determine, to any indebtedness, liability or obligation of Company

owed to Investor, whether or not such indebtedness, liability or obligation is guaranteed hereby or is otherwise secured or is due at

the time of such application; and (b) refund to Company any payment received by Investor in connection with any Obligation and payment

of the amount refunded shall be fully guaranteed hereby.

14.

Setoff. Investor shall have a right of setoff against all monies, securities any other

property of Guarantors now or hereafter in the possession of Investor. Such right is in addition to any right of setoff Investor may

have by law. All rights of setoff may be exercised without notice or demand to Guarantors. No right of setoff shall be deemed to have

been waived by any act or conduct on the part of Investor, or by any neglect to exercise such right of setoff, or by any delay in doing

so. Every right of setoff shall continue in full force and effect until specifically waived or released by an instrument in writing executed

by Investor.

15.

Miscellaneous.

15.1

Governing Law and Venue. This Guaranty shall be governed by and interpreted in accordance

with the laws of the State of Utah for contracts to be wholly performed in such state and without giving effect to the principles thereof

regarding the conflict of laws. Without modifying Guarantors’ obligations to resolve disputes hereunder pursuant to the Arbitration

Provisions (as defined below), each Guarantor consents to and expressly agrees that exclusive venue for the arbitration of any dispute

arising out of or relating to this Guaranty or the relationship of the parties or their affiliates shall be in Salt Lake County, Utah.

Without modifying the parties obligations to resolve disputes hereunder pursuant to the Arbitration Provisions (as defined below), for

any litigation arising in connection with this Agreement, each Guarantor hereby (a) consents to and expressly submits to the exclusive

personal jurisdiction of any state court sitting in Salt Lake County, Utah, (b) expressly submits to the exclusive venue of any such

court for the purposes hereof, and (c) waives any claim of improper venue and any claim or objection that such courts are an inconvenient

forum or any other claim or objection to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of

the suit, action or proceeding is improper.

15.2

Arbitration of Claims. The parties hereto hereby incorporate by this reference the arbitration

provisions set forth as an exhibit to the Purchase Agreement (“Arbitration Provisions”). The parties shall submit

all Claims (as defined in the Arbitration Provisions) arising under this Guaranty or other agreements between the parties and their affiliates

to binding arbitration pursuant to the Arbitration Provisions. The parties hereby acknowledge and agree that the Arbitration Provisions

are unconditionally binding on the parties hereto and are severable from all other provisions of this Guaranty. Any capitalized term

not defined in the Arbitration Provisions shall have the meaning set forth in the Purchase Agreement. By executing this Guaranty, each

Guarantor represents, warrants and covenants that such Guarantor has reviewed the Arbitration Provisions carefully, has had the opportunity

to consult with legal counsel about such provisions and either has done so or knowingly and voluntarily waived such right, understands

that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to

the terms and limitations set forth in the Arbitration Provisions, and that Guarantor will not take a position contrary to the foregoing

representations. Each Guarantor acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Guarantor

regarding the Arbitration Provisions.

15.3 Entire

Agreement. Except as provided in any other written agreement now or at any time hereafter in force between Investor and Guarantors,

this Guaranty shall constitute the entire agreement of Guarantors with Investor with respect to the subject matter hereof, and no representation,

understanding, promise or condition concerning the subject matter hereof shall be binding upon Investor unless expressed herein.

15.4

Counterparts. This Agreement may be executed in two (2) or more counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered

via electronic signature (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com),

or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and

effective for all purposes.

15.5

Construction. When the context and construction so require, all words used in the singular

herein shall be deemed to have been used in the plural and the masculine shall include the feminine and neuter and vice versa. The word

“person” as used herein shall include any individual, company, firm, association, partnership, corporation, trust or other

legal entity of any kind whatsoever. The headings of this Guaranty are inserted for convenience only and shall have no effect upon the

construction or interpretation hereof.

15.6

Waiver. No provision of this Guaranty or right granted to Investor hereunder can be

waived in whole or in part nor can Guarantors be released from Guarantors obligations hereunder except by a writing duly executed by

an authorized officer of Investor. Any such waiver shall be effective only for the specific instance and purpose for which it is given.

15.7

No Subrogation. Until all indebtedness, liabilities and obligations of Company owed

to Investor have been paid in full, Guarantors shall not have any right of subrogation, contribution, or reimbursement against Company

or any other guarantor.

15.8 Survival.

All representations, warranties, covenants, and obligations contained in this Guaranty shall survive the execution, delivery and performance

of this Guaranty, and any termination or expiration of this Guaranty. This Guaranty shall terminate once the obligations under the Note

have been satisfied in full.

15.9 Joint

and Several Liability. Each Guarantor’s covenants, obligations and agreements set forth herein are joint and several liabilities

and obligations of Guarantor together with every other guarantor of the Obligations, whether now existing or hereafter arising, and whether

or not such other guarantors are named in this Guaranty.

15.10 Waiver

of Jury Trial. GUARANTOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS

GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER

COMMON LAW OR STATUTORY CLAIMS. GUARANTOR REPRESENTS THAT HE HAS REVIEWED THIS WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL

RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS GUARANTY MAY BE FILED AS A WRITTEN CONSENT

TO A TRIAL BY THE COURT.

[Remainder

of page intentionally left blank; signature page to follow]

WITNESS WHEREOF, each Guarantor has executed this Guaranty to be effective as of the date first set forth above.

Sundial Capital Research Inc.

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, Chief Executive Officer

Alpha Edge Media Inc.

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, Chief Executive Officer

Aether Grid Inc.

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, Chief Executive Officer

Aether Labs, Inc.

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, Chief Executive Officer

537 Greenwich LLC

By:

/s/

Kuan Liang Lin

Kuan

Liang Lin, Chief Executive Officer

[Signature

Page to Guaranty]

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 23

v3.26.1

Cover

May 13, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 13, 2026

Entity File Number

001-42595

Entity Registrant Name

Aether

Holdings, Inc.

Entity Central Index Key

0002026353

Entity Tax Identification Number

35-2818803

Entity Incorporation, State or Country Code

Entity Address, Address Line One

110

Charlton Street

Entity Address, Address Line Two

Unit RET B

Entity Address, City or Town

New

York

Entity Address, State or Province

Entity Address, Postal Zip Code

10014

City Area Code

(347)

Local Phone Number

726-8898

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, par value $0.001 per share

Trading Symbol

ATHR

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

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

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

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

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration