Form 8-K

8-K — CDT Equity Inc.

Accession: 0001493152-26-028909

Filed: 2026-06-16

Period: 2026-06-11

CIK: 0001896212

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Other Events

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)

EX-10.5 (ex10-5.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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2026-06-11

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2026-06-11

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CDT:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockMember

2026-06-11

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 11, 2026

CDT

Equity Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-41245

87-3272543

(State

or other jurisdiction

(Commission

(I.R.S.

Employer

incorporation)

File

Number)

Identification

No.)

4851

Tamiami Trail North, Suite 200, Naples, FL

34103

(Address

of principal executive offices)

(Zip

Code)

(646)

491-9132

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions (see General Instruction A.2. below):

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of Each Class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.0001 par value per share

CDT

The

Nasdaq Stock Market LLC

Redeemable

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

CDTTW

The

Nasdaq Stock Market LLC

Indicate

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

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

Emerging

growth company ☒

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

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

Item

1.01 Entry into a Material Definitive Agreement.

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

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

with a Loan Agreement entered into by and between the Company and the Lender (the “Agreement”). The Company will receive

$1,460,000, before deduction of closing fees (the “Loan”), funded in two tranches. CDT Equity Ltd., a United Kingdom company

(the “Subsidiary”), entered into a Guaranty Agreement in favor of the Lender (the “Guaranty Agreement”), and

the Company and its Subsidiary granted a first priority lien in all of their right, title, and interest in their Collateral (as defined

in the Security and Pledge Agreement entered into on June 11, 2026 by and between the Company, Subsidiary and Lender (the “Security

Agreement”).

The

Note is payable to the Lender over twenty-four equal weekly installments of $82,125 starting on June 18, 2026, which may be paid in cash

or, at the option of the Company once an applicable resale registration statement is declared effective by the Securities and Exchange

Commission (the “SEC”) covering the resale of any shares of the Company’s common stock, par value $0.0001 per share

(the “Common Stock”) that may be received on such conversion. Pursuant to the Agreement, to the extent utilized, eighty percent

of the Company’s net proceeds from its existing Sales Agreement, dated October 23, 2024 (the “Sales Agreement”), with

A.G.P./Alliance Global Partners (“A.G.P.”) shall be used to pay down the weekly installments under the Note. Thereafter,

fifty percent of the net proceeds of the Sales Agreement shall be used to fully satisfy the Company’s monetary obligations under

the Note. The Note does not bear interest unless an event of default shall occur and is continuing. Commencing six (6) months following

the closing date (i.e., starting December 11, 2026), and subject to the requisite shareholder approval, the Lender shall have the right,

at its sole option, to convert any or all of the outstanding balance of the Note at a conversion price equal to the greater of (i) ninety

percent of the lowest volume-weighted average price of the Company’s Common Stock over the ten consecutive trading days preceding

the conversion notice or (ii) the Nasdaq floor price pursuant to Nasdaq Rule 5635(d). Should an event of default occur under the Note,

the outstanding amount owed to the Lender pursuant to the Note shall be increased to one-hundred twenty percent of the outstanding amount

and the Note shall begin accruing interest at a default interest rate of 19% per annum, compounded daily . Moreover, the Lender is prohibited

from converting an amount that would be convertible into that number of shares of Common Stock which would exceed the difference between

the number of shares of the Company’s common stock beneficially owned by Lender and 4.99% of the outstanding shares of the Company’s

Common Stock, which the Lender may increase to 9.99% at its sole discretion.

Under

the terms of a Registration Rights Agreement (the “RRA”), the Company is obligated to file a resale registration statement

(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) registering any shares

of its common stock issuable under the Note (the “Conversion Shares”), shares of common stock underlying the Warrants (as

defined below), and 200% of the Maximum Conversion Shares (as defined in the Agreement) based on the then applicable conversion price,

should an event of default under the Note occur. The Company shall file the Registration Statement no later than July 26, 2026. Should

an event of default occur and remain uncured, 14 calendar days following the event of default, the Company shall be obligated to file

a resale registration statement with the SEC covering the Conversion Shares, Maximum Conversion Shares, and the Make Whole Shares (as

defined in the Agreement), based on the then applicable conversion price (the “Default Registration Statement”). The Company

shall be further obligated to have the Registration Statement or Default Registration Statement declared effective within 30 days of

the date the Registration Statement or Default Registration Statement are filed.

Additionally,

the Company has issued the Lender, Common Stock Purchase Warrants (the “Warrants”) to purchase 912,500 shares of the Company’s

Common Stock (the “Warrant Shares”) at an exercise price of $0.72 per share. The Warrants will become exercisable beginning

on the effective date of stockholder approval of the issuance of the Warrant Shares (such date, the “Stockholder Approval Date”),

and will expire five years after the Stockholder Approval Date.

The

issuance of any or all of the Conversion Shares and the Warrant Shares, in the aggregate in excess of 19.99% of the current number of

outstanding shares of Common Stock is subject to stockholder approval under applicable rules and regulations of The Nasdaq Stock Market

LLC, to the extent required by such rules and regulations (“Stockholder Approval”). The Company has agreed to convene a stockholders’

meeting and receive Stockholder Approval on or before the 30th day following the filing of the Company’s Annual Report on Form

10-K for the fiscal year ended December 31, 2026.

This

summary is not a complete description of all of the terms of the Warrants, the Agreement, the Registration Rights Agreement, the Note,

the Security Agreement, and the Guaranty Agreement and are qualified in their entirety by reference to the full text of the Agreement,

the Note and the RRA, forms of which are filed as Exhibits 4.1, 10.1, 10.2, 10.3, 10.4, and 10.5 respectively hereto, which are incorporated

by reference into this Item 1.01.

Item

2.03.

Creation

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

The

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

Item

3.02

Unregistered

Sales of Equity Securities.

The

information set forth under Item 1.01 above is incorporated by reference into this Item 3.02.

The

Company issued the Note and Warrants, and expects to issue the Conversion Shares and the Warrant Shares, in reliance on the exemption

from the registration requirements of the Securities Act, provided by Section 4(a)(2) under the Securities Act as a transaction not involving

a public offering.

Item 8.01 Other Events.

June 16, 2026, the Company issued a press release announcing the transaction represented by the Agreement and Note. A copy of the press

release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial

Statements and Exhibits.

(d)Exhibits.

Exhibit

No.

Description

4.1

Form of Common Stock Purchase Warrant

10.1

Loan Agreement, dated June 11, 2026, by and between the Company and the Lender

10.2

Registration Rights Agreement, dated June 11, 2026, by and among the Registrant and the Purchaser

10.3

Form of Senior Secured Convertible Promissory Note

10.4

Pledge and Security Agreement, dated June 11, 2026, by and between the Company and the Lender

10.5

Guaranty Agreement, dated June 11, 2026, by and between the Company, Subsidiary and the Lender

99.1

Press Release, dated June 16, 2026

104

Cover

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

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

CDT

EQUITY INC.

June

16, 2026

By:

/s/

Andrew Regan

Name:

Andrew

Regan

Title:

Chief

Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

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

COMMON

STOCK PURCHASE WARRANT

CDT

EQUITY INC.

Warrant

Shares: 912,500

Issue Date: June 11, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, J.J. Astor & Co., a Utah

corporation (“Astor”) or its assigns (together with Astor, the “Holder”) is entitled, upon the

terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval

Date (the “Initial Exercise Date”), and on or prior to 5:00 p.m. (New York City time) five years following the Stockholder

Approval Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CDT Equity Inc.,

a Delaware corporation (the “Company”), up to 912,500 shares of Common Stock (as subject to adjustment hereunder),

the “Warrant Shares” of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal

to the Exercise Price, as defined in Section 2(b). This Warrant is fully earned and issuable upon execution and delivery of the Loan

Agreement on the Agreement Date (June 11, 2026), and shall be deemed fully earned, vested and non-forfeitable as of the Agreement Date.

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Loan Agreement (the “Loan Agreement”), dated June 11, 2026 between the Company and J.J. Astor & Co.

“Agreement

Date” shall mean the date of execution and delivery of this Warrant by the Company to Astor.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of Salt Lake City, Utah are

authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed

to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential

employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental

authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York

are generally open for use by customers on such day.

“Common

Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Stockholder

Approval” means the approval of the exercise of this Warrant in full, and the authorization of sufficient additional shares

of Common Stock to allow the exercise of this Warrant in full, by the stockholders of the Company, in accordance with the rules of The

Nasdaq Stock Market LLC and the laws of the State of Delaware.

“Stockholder

Approval Date” means the date on which Stockholder Approval is received and deemed effective under Delaware law.

“Trading

Day” means a day on which the principal Trading Market is open for trading.

“Trading

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

“Transfer

Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing address

of 1 State Street, 30th Floor, New York, NY 10004, and any successor transfer agent of the Company.

Section

2. Exercise.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or

times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy

submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the

Warrant Shares specified in the applicable Notice of Exercise by delivery of a promissory note duly executed by the Holder which shall

be payable in full in cash on a date which shall be the earlier to occur of three (3) Business Days following the Holder’s sale

of the Warrant Shares or seven (7) Business Days following the date of issuance of the Warrant Shares (the “Purchase Note”),

unless the cashless exercise procedure specified in Section 2(c) below is elected by the Holder at the time of issuance of the applicable

Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee

or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and

the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon

as reasonably practicable, but no later than three (3) Trading Days of the date on which the final Notice of Exercise is delivered to

the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder

shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable

number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased

and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt

of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of

this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase

hereunder at any given time may be less than the amount stated on the face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.7200, being the closing price

of the Common Stock on the trading day immediately preceding the Agreement Date, subject to adjustment hereunder (the “Exercise

Price”). Unless the cashless exercise provisions of Section 2(c) below shall be applicable, the Exercise Price for the Warrant

Shares being purchased shall be paid in full by the Holder’s issuance and delivery to the Company of the Purchase Note.

Cashless Exercise. This Warrant may be exercised at any time, in whole or in part, at such time by means of a “Cashless Exercise”

in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by

(A), where:

(A) = as applicable:

(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)

both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant

to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation

NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock on the principal Trading

Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable

Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered

within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day)

pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise

is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular

trading hours” on such Trading Day;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such

exercise were by means of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company

agrees not to take any position contrary to this Section 2(c).

“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock

are then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)

on the Trading Market on which the Common Stock are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30

a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average

price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not

then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or

a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser

selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,

the fees and expenses of which shall be paid by the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock are then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:00 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market

(“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding

date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices

for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated by the OTC Markets, Inc. (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and

expenses of which shall be paid by the Company.

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant

in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale

of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale

limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered

in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder

is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier

of (i) two (2) Trading Days after the delivery to the Company by the Holder of the Notice of Exercise, (ii) one (1) Trading Day after

delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period

after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery

of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares

with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment

of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If the

Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery

Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject

to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing

to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share

Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent

that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard

Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary

Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of

this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied

by the Exercise Price or round up to the next whole share.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may

require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company

shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vi.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of

this Warrant, pursuant to the terms hereof.

e) Holder’s

Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to

exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance

after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any

other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons,

“Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined

below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its

Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with

respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable

upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates

or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the

Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise

analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.

Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in

accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the

Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange

Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the

limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other

securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is

exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the

Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together

with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the

Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.

In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of

the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number

of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the

Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public

announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of

shares of Common Stock outstanding. Upon the written request of a Holder, the Company shall within one Trading Day confirm orally

and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of

Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this

Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of

Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Common

Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.

The Holder, upon written notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this

Section 2(e), provided that the Beneficial Ownership Limitation in no event shall exceed 9.99% of the number of shares of the Common

Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by

the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will

not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall

be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this

paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein

contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations

contained in this paragraph shall apply to a successor holder of this Warrant.

Stockholder Approval. The Company shall not issue any shares of Common Stock upon exercise of this Warrant unless and until the

issuance of such shares of Common Stock has received Stockholder Approval.

Section

3. Certain Adjustments.

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise

makes a distribution or distributions on shares of its Common Stock or any other equity or Common Stock Equivalent securities payable

in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise

of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way

of the Reverse Split contemplated by the Loan Agreement) outstanding shares of Common Stock into a smaller number of shares, or (iv)

issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price

shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if

any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding

immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such

that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become

effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and

shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Subsequent Equity Sales. If the Company shall at any time or from time to time, while this Warrant is outstanding, issue any shares

of Common Stock or Common Stock Equivalents without consideration or for a consideration per share that is less than the Exercise Price

then in effect (the “Lower Priced Securities”) then in such event the Exercise Price of the Warrant shall be lowered

to the same as the Lower Priced Securities.

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other

distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise

(including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,

reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder

exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent

(or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such

Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result

in the Holder exceeding the Beneficial Ownership Limitation).

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more

related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary),

directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially

all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange

offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender

or exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding

Common Stock or greater than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in

one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory

share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property,

or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other

business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with

another Person or group of Persons whereby such other Person or group acquires greater than 50% of the outstanding shares of Common Stock

or greater than 50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then,

upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been

issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without

regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring

corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is

exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this

Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such

Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the

relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the

securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate

Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary,

in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option,

exercisable at any time concurrently with, or within thirty (30) days after, the consummation of the Fundamental Transaction (or, if

later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying

to the Holder, as described below, an amount of consideration equal to the Black Scholes Value (as defined below) of the remaining unexercised

portion of this Warrant on the date of the consummation of such Fundamental Transaction, provided, however, that, if the Fundamental

Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall

only be entitled to receive from the Company or any Successor Entity, as of the date of the consummation of such Fundamental Transaction

the same type or form of consideration (and in the same proportion), valued at the Black Scholes Value of the unexercised portion of

this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction,

whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given

the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided further,

that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders

of Common Stock will be deemed to have received shares of the Successor Entity (which Successor Entity may be the Company following such

Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based

on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation

of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S.

Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction

and the Termination Date, (B) an expected volatility equal to 100 day volatility obtained from the HVT function on Bloomberg (determined

utilizing a 365-day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental

Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being

offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii)

the highest VWAP during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental

Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s

request pursuant to this Section 3(d) and (D) a remaining option time equal to the time between the date of the public announcement of

the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value

will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later,

on the effective date of the Fundamental Transaction). The Company shall cause any successor entity in a Fundamental Transaction in which

the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company

under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements

in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental

Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity

evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding

number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable

and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental

Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account

the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,

such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant

immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to

the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company”

under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of

this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and

the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally

with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall

assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect

as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case

may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall

be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of

capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with

any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any

sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into

other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding

up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email

address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective

date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to

be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information

regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a

Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such

notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in the Loan Agreement,

this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,

upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of

this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay

any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute

and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not

so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall

surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the

Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for

the purchase of Warrant Shares without having a new Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the

Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the

Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or

combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or

combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date, and the

Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder

of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other

purposes, absent actual notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer

of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under

applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public

information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or

transferee of this Warrant, as the case may be, comply with the provisions of the Loan Agreement and Registration Rights Agreement.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and,

upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or

for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Section

5. Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends

or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set

forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to

Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required

to net cash settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with

the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all

such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any

applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants

that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise

of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof

(other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined

in accordance with the provisions of the Loan Agreement.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision

of this Warrant or the Loan Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which

results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs

and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the

Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall

be delivered in accordance with the notice provisions of the Loan Agreement.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to

purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the

Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be

entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation

for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the

defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the

Holder.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a

part of this Warrant.

Legends. Notwithstanding anything to the contrary contained in this Warrant or the Registration Rights Agreement, after the

effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder’s

receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement), the Company shall cause the Transfer

Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable

Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale,

and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for

which the Holder has not yet settled.

Registration Rights Agreement. The Registration Rights Agreement shall apply for the registration of Warrant Shares issuable upon

exercise of this Warrant; provided that, notwithstanding anything to the contrary in the Registration Rights Agreement, the Company

shall cause a Resale Registration Statement covering all “Registrable Securities” (as defined in the Registration Rights

Agreement) to be declared effective by the SEC by a date which shall be not later than June 30, 2026.

Compliance with Exchange Rules. The Holder shall not be entitled to exercise any portion of the Warrants if such exercise would require

prior shareholder approval for the issuance of such shares pursuant to applicable Nasdaq rules and regulations.

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of June 11, 2026.

CDT

Equity Inc.

By:

Name:

Dr.

Andrew Regan

Title:

Chief

Executive Officer

NOTICE

OF EXERCISE

TO:

CDT EQUITY INC.

(1)

The undersigned hereby elects to purchase_______________Warrant Shares of the Company pursuant to the terms of the attached

Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable

transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ if

permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c),

to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered

to the following DWAC Account Number:

(4) Accredited

Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities

Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity:____________________________

Signature

of Authorized Signatory of Investing Entity:

Name

of Authorized Signatory: ____________________________

Title

of Authorized Signatory: ____________________________

Date:

EXHIBIT

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

____________________ __, ______

Holder’s

Signature: ____________________________

Holder’s

Address: ____________________________

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

LOAN

AGREEMENT

This

Loan Agreement (this “Agreement”) is dated as of June 11, 2026 (the “Agreement Date”) and is made

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

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

WHEREAS,

the Company wishes to borrow the sum of up to One Million Four Hundred Sixty Thousand ($1,460,000) Dollars (the “Loan”),

and the Company wishes to enter into this Agreement and the Exhibits hereto and issue to the Lender, the One Million Nine Hundred Seventy-One

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

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

WHEREAS,

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

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

WHEREAS,

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

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

WHEREAS,

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

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

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

NOW,

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

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

ARTICLE

DEFINITIONS

Section

1.01. Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise

defined herein have the meanings given to such terms in the Note (as defined herein), and (b) the following terms have the meanings

set forth in this Agreement.

“$”

means United States Dollars.

“Acceleration

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

if any, for cure.

“Acceleration

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

of an Acceleration Event.

“Action”

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

“Affiliate”

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

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

“Agreement

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

“AGP”

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

“ATM

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

or otherwise arranged by AGP.

“Ascent

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

which approximately $397,668 of Company Indebtedness remains outstanding and owed to Ascent.

“Ascent-Sarborg

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

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

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

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

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

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

of Sarborg Limited (“Sarborg”).

“Board

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

“Business

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

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

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

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

“Closing”

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

“Closing

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

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

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

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

Date in accordance with this Agreement.

“Second

Funding Date” shall mean the Business Day on which the Lender funds the second tranche of $1,133,300.30 in net proceeds from the

Loan, subject to the satisfaction of all conditions to the second Funding set forth in this Agreement, including the Company’s

delivery of a Delaware good standing certificate and evidence that the Company has timely filed all quarterly and other reports with

the Commission required to be filed under the Exchange Act.

“Second

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

2.03 and elsewhere in this Agreement, including, without limitation, the execution and delivery of the DACA, delivery of a Delaware certificate

of good standing for the Company, evidence that the Company is current in all reports required to be filed under the Exchange Act, the

absence of any Default or Event of Default, receipt by the Lender of a payoff letter from Ascent Partners Fund LLC together with related

lien releases and UCC-3 termination statements, the Transfer Agent’s acknowledgment and acceptance of the Transfer Agent Instructions,

maintenance of a sufficient reserve of authorized and available shares of Common Stock, and the reaffirmation by the Company and the

Subsidiary Guarantor of all representations and warranties in the Transaction Documents.

“DACA”

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

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

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

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

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock ” means the common stock, par value $0.0001 per share, of the Company and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

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

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

“Company

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

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

“Conversion

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

“Conversion

Price” Commencing six (6) months following the Closing Date, the Lender shall have the right, at its sole option, to convert

all or any portion of the then-outstanding balance of the Note into shares of the Company’s Common Stock at a conversion price

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

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

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

(i)

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

5635(d) (the “Nasdaq Floor Price”),

(ii)

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

(iii)

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

Agreements the Company is restricted from issuing its Common stock at a conversion price below a certain minimum price per share

(such minimum conversion price, the “Floor Price”), in the event that the Conversion Price then in effect based

on the Conversion Price Formula shall be less than the Floor Price at the time of any one or more weekly installment conversions of

the Note, the Company shall pay to the Lender a make-whole amount equal to the difference between (x) the number of shares the

Lender would have received had the conversion been effected at 90% of the lowest VWAP price (without application of the Floor

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

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

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

tradeable, registered shares of Common Stock valued at the closing price on the conversion date, delivered to the Lender within two

(2) trading days of the conversion date in cash by multiplying the number of Conversion Shares by the amount by which the Conversion

Price, based on the Conversion Price Formula, shall be less than the Floor Price (the “Make Whole Payment”). For

the avoidance of doubt, if, for example, the Conversion Price based on the Conversion Price Formula shall be $2.00 per share and the

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

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

Notwithstanding

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

the Company shall settle the value of such excess Make Whole Shares in cash, payable in immediately available funds within three (3)

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

“Conversion

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

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

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

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

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

“Conversion

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

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

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

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

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

“Covenant

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

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

“Default

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

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

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

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

“Equity

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

“Equity

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

Interests.

“Equity

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

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

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

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

with any such issuance or sale.

“Exempt

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

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

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

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

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

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

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

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

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

“Exchange

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

“Extraordinary

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

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

“FINRA”

means the Financial Industry Regulatory Authority.

“Flow

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

“Funding

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

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

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

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

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

of Funds Agreement.

“Funding

Date” shall mean the Closing Date of the Loan.

“Knowledge

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

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

“Grace

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

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

“Insolvency

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

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

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

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

foreign law.

“Intercreditor

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

J annexed hereto.

“Intellectual

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

“Liens”

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

adverse claim of a third party against property.

“Loan”

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

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

“Material

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

“Maximum

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

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

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

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

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

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

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

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

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

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

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

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

“Most

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

“net

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

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

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

“Note”

has the meaning as defined in the Recitals.

“Obligations”:

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

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

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

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

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

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

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

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

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

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

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

issued by any Loan Party to the Lender.

“Original

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

“Origination

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

Lender pursuant to the Flow of Funds Agreement.

“Outstanding

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

“Payment

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

“Payment

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

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

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

(i)

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

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

week;

(ii)

Thereafter, Fifty Percent (50%) of all ATM Financing net proceeds shall continue to be

distributed to the Lender until the Note is paid in full; and

(iii)

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

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

arrangement shall remain in full force and effect and may not be rescinded, modified, or suspended by the Company without the prior

written consent of the Lender notifying the Company and AGP that the Note (including any applicable Default Amount) has been paid in

full.

“Permitted

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

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

in the ordinary course of business; and (d) extensions, refinancings, modifications, amendments and restatements of any items of

Permitted Indebtedness (a) through (e) above, provided that the principal amount thereof is not increased or the payment terms

thereof are not modified to impose more burdensome terms upon the Company or any Subsidiary, as the case may be;

“Permitted

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

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

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

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

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

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

of the Company Disclosure Schedule.

“Person”

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

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

“Prepayment

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

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

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

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

“Proceeding”

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

such as a deposition), whether commenced or threatened.

“Registration

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

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

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

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

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

“Required

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

“Rule

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

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

“SEC”

means the Securities and Exchange Commission.

“SEC

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

“Securities

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

“Security

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

C attached hereto.

“State

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

state.

“Stockholder

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

“Stockholders

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

“Subsidiary”

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

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

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

hereof.

“Subsidiary

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

hereto.

“Trading

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

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

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

“Transaction

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

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

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

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

the transactions contemplated hereunder.

“Transfer

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

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

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

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

“Warrant”

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

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

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

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

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

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

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

“Warrant

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

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

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

“Weekly

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

week beginning Thursday, June 18, 2026, with each subsequent payment due each Thursday thereafter, and the 24th/final payment due November

26, 2026 (the “Maturity Date”).

ARTICLE

THE

LOAN

Section

2.01 Funding Dates.

(a)

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

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

$268,299.70 and (ii) on the second Funding Date, if all other Company covenants and conditions to funding the second tranche of

$1,133,300.30 have been satisfied, including (A) delivery of a Delaware good standing certificate and (B) evidence that the Company

is current in all of its Exchange Act filings with the Commission, the Lender shall fund the second tranche of the Loan, which shall

include payment of the outstanding Indebtedness under the Ascent LOC. On the initial Funding Date, the Company hereby agrees to

execute and deliver to the Lender the Note in $1,971,000 Original Principal Amount, the Payment Direction Agreement, the Warrant and

the other Transaction Documents, and the Lender hereby agrees to accept from the Company such Transaction Documents.

(b)

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

equal to $735,632.30, representing the net proceeds to the Company, all set forth in the Flow of Funds Agreement.

(c)

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

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

at the initial Closing.

(d)

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

Lender’s counsel, or such other location as the parties shall mutually agree or may be closed remotely by electronic delivery

of documents.

Section

2.02 Funding Date Deliverables.

(a) By

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

following:

(i) this

Agreement duly executed by the Lender;

(ii) the

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

executed by the Lender;

(iii) the

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

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

be provided;

(iv) the

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

E attached hereto;

(v) the

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

attached hereto;

(vi) the

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

I attached hereto;

(vii) the

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

G attached hereto; and

(viii) the

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

attached hereto.

(b) Funding

of Second Tranche of the Loan. If all of the conditions to funding the Loan second tranche of $1,133,300.30 have been satisfied

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

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

(c)

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

Lender:

(i) this

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

(ii) the

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

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

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

(iii) the

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

Guarantor;

(iv) the

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

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

(v) the

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

(vi) the

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

E attached hereto;

(vii) the

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

attached hereto;

(viii) the

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

G attached hereto;

(ix) the

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

Andrew Regan, as CEO of the Company;

(x) the

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

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

(xi) the

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

by the managing director of the Subsidiary Guarantor; and

(xii) an

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

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

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

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

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

to be) a party.

Section

2.03 Funding Date Conditions.

(a)

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

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

(i) the

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

and warranties contained herein;

(ii) all

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

to the applicable Funding Date shall have been performed; and

(iii) the

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

(b)

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

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

(i) the

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

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

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

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

as of such date);

(ii) all

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

prior to the applicable Funding Date shall have been performed;

(iii) the

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

(iv) there

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

hereof; and

Section

2.04 Post- Closing Agreements.

(i)

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

Closing Date and (ii) the Company shall utilize its best efforts to provide that the Resale Registration Statement shall have been

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

(ii)

No later than ten (10) Business Days following the funding of the initial tranche of the Loan, the Company shall provide the Lender

with a good standing certificate evidencing its good standing under the laws of Delaware.

Section

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

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

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

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

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

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

Amount of the Note, the Outstanding Principal Amount of the Note before the Event of Default shall be $377,296.45, representing one

and thirty-five hundredths (1.35) times the $279,478.85 gross amount of the initial tranche of the Loan, which shall be due and

payable; and (c) the Lender shall retain the right to convert all or any portion of such Outstanding Principal Amount in accordance

with the Note. With the Default, the $377,296.45 Outstanding Principal Amount shall be increased to One Hundred Twenty Percent

(120%) thereof, equal to $452,755.74, and shall thereafter accrue interest at the default rate of Nineteen Percent (19%) per annum,

compounded daily; provided that, notwithstanding such Event of Default and whether or not the second Funding shall have occurred,

the Note shall remain convertible at the Event of Default Conversion Price and such amount shall continue to be repaid from Eighty

Percent (80%) of the net proceeds of each ATM Financing in accordance with the Payment Direction Agreement until paid in

full.

Section

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

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

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

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

ARTICLE

III

REPRESENTATIONS

AND WARRANTIES

Section

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

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

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

(a)

Organization and Qualification. Each of the Company and the Subsidiary Guarantor

is duly incorporated or otherwise organized and validly existing under the laws of Delaware and the United Kingdom,

respectively,2 with the requisite power and authority to own and use its properties and assets and to carry on its

business as currently conducted. The Company and the Subsidiary Guarantor are not in violation or default of any of the provisions

of its certificate of incorporation or bylaws, each, as amended and in effect. A complete and correct copy of the Company’s

certificate of incorporation and bylaws, and the Subsidiary Guarantor’s memorandum and articles of association each as amended

and in effect on the date of this Agreement and as they will be in effect on the Funding Date, is attached to the officer’s

certificate referenced in Section 2.02(b). There are no other organizational or charter documents of the Company or the Subsidiary

Guarantor. The Company and the Subsidiary Guarantor are each duly qualified to conduct business and is in good standing as a foreign

corporation or other entity in each jurisdiction (other than its jurisdiction of organization) in which the nature of the business

conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good

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

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

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

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

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

instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit

or curtail such power and authority or qualification; provided, however, that “Material Adverse Effect” shall not

include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic

or political conditions, (ii) conditions generally affecting the industry in which the Loan Parties operate, (iii) any changes in financial

or securities markets in general, (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening

thereof, (v) any pandemic, epidemics or human health crises, (vi) any changes in applicable laws or accounting rules, (vii) the announcement,

pendency or completion of the transactions contemplated by the Transaction Documents, or (viii) any action required or permitted by the

Transaction Documents or any action taken (or omitted to be taken) with the written consent of or at the written request of the Lender.

(b)

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

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

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

Guarantor and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary

action on the part of the Company and the Subsidiary Guarantor and no further action is required by the Company or the Board of

Directors or stockholders thereof in connection therewith (other than the Required Approvals). Each Transaction Document to which

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

Subsidiary Guarantor and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding

obligation of the Company and the Subsidiary Guarantor enforceable against the Company and/or the Subsidiary Guarantor (as

applicable) in accordance with their respective terms, except: (i) as limited by general equitable principles and applicable

bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’

rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable

remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(c)

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

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

(i) conflict with or violate any provision of the Loan Parties’ certificate of incorporation, bylaws or other organizational

or charter documents; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would

become a default) under, result in the creation of any Lien upon any of the properties or assets of the Loan Parties, or give to

others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any

agreement, credit facility, agreement or other instrument (evidencing Indebtedness of the Loan Parties, or otherwise) or other

understanding to which the Loan Parties are a party or by which any property or asset of the Loan Parties are bound or affected; or

(iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment,

injunction, decree or other restriction of any court or governmental authority to which the Loan Parties are subject (including

federal and State Securities Laws and regulations), or by which any property or asset of the Loan Parties are bound or affected;

except in the case of each of clauses (ii) and (iii), such as would not reasonably be expected to result in a Material Adverse

Effect.

(d)

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

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

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

such consents, waivers, or authorizations as have been obtained before the Closing; and (ii) the filing of Form D with the SEC and

such filings as are required to be made under applicable State Securities Laws (collectively, the “Required

Approvals”).

(e)

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

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

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

(f)

Capitalization. The capitalization of the Company is as set forth in the most

recent SEC Reports and as further modified in Section 3.01(f) of the Company Disclosure Schedule. The Loan Parties have no

Indebtedness, except as otherwise disclosed in the most recent SEC Reports and in Section 3.01(g) of the Company Disclosure

Schedule. Since the date of the most recently filed SEC Report, the Company has not issued any Common Stock, Common Stock

Equivalents or other equity interests (other than Exempt Issuances) or (without duplication) pursuant to the conversion and/or

exercise of Common Stock Equivalents outstanding as of the date hereof. Except in instances where valid waivers have been obtained,

no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the

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

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

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

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

understandings or arrangements by which the Company is or may become bound to issue additional Common Stock or Common Stock

Equivalents. The issuance and sale of the Note will not obligate the Company to issue any securities to any Person (other than the

Lender) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset

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

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

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

Except for the Required Approvals and waivers that have heretofore been obtained, no further approval or authorization of any

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

(g)

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

(i)

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

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

(Amendments No. 1–5, filed January 15, February 6, February 10, February 19, and March 10, 2025), each subject to the baby

shelf limitations of General Instruction I.B.6 of Form S-3. Between January 2025 and March 2026, the Company effected four reverse

stock splits (1-for-100, 1-for-15, 1-for-8, and 1-for-25), causing its public float to exceed $75,000,000 as of March 24,

2026.

(iii)

On April 2, 2026, the Company filed Amendment No. 6 to the ATM prospectus supplement,

representing that it was no longer subject to the baby shelf limitations under General Instruction I.B.6 of Form S-3 and increased

the ATM offering capacity from approximately $3,600,000 to $76,077,218 (the “ATM Offering Capacity”) based on a share

price of $5.10.

(iv)

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

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

the public float exceeded $75,000,000.

(v)

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

Offering Capacity (the “Available ATM Capacity”). During the term of the Loan, the Available ATM Capacity will not be

reduced, and the ATM Program will not be suspended or terminated.

(h) Indebtedness.

All Indebtedness owed by the Loan Parties to all Persons are disclosed in the most recent SEC Reports and in Section 3.01(g) of the Company

Disclosure Schedule, which shall specify whether such Indebtedness is secured or unsecured.

(i)

SEC Reports; Financial Statements. Except for the Form 10-Q for the quarter ending March 31, 2026, the Company has filed

all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange

Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the

Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents

incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). As of their respective

dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable,

and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required

to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting

requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements

have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the

periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto

and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects

the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations

and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments.

(j) Undisclosed

Liabilities. The Company has no liability, indebtedness, obligation, expense, claim, deficiency or guaranty of any type,

whether accrued, absolute, contingent, matured, unmatured or otherwise, required to be reflected in financial statements in

accordance with GAAP, which individually or in the aggregate: (A) has not been reflected in the latest balance sheet included in the

financial statements referenced hereinabove; or (B) has not arisen: (i) in the ordinary course of business, consistent with past

practices, since the date of the latest balance sheet included in such financial statements in an amount that does not exceed

$25,000 in any one case or $50,000 in the aggregate, (ii) pursuant to or in connection with this Agreement or other Transaction

Document, or (C) are executory performance obligations to be performed after the date hereof in the ordinary course of business

pursuant to agreement(s) entered into in the ordinary course of business, consistent with past practices. The Company is not in

default with respect to any Indebtedness.

(k) Material

Changes. Since the date of the latest financial statements made available to Lender prior to the date hereof, other than as set

forth in the SEC Reports: (A) there has been no event, occurrence or development that has had or that could reasonably be expected to

result in a Material Adverse Effect; (B) the Company has not incurred any liabilities (contingent or otherwise) other than (i) trade

payables and accrued expenses incurred in the ordinary course of business consistent with past practice, and (ii) liabilities not required

to be reflected in the Company’s financial statements pursuant to GAAP; (C) the Company has not altered their method of accounting;

(D) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed

or made any agreements to purchase or redeem any shares of its capital stock; and (E) the Company has not issued any equity securities

except in favor of an officer, director or consultant pursuant to an existing Company equity incentive plans.

(l) Litigation.

There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company,

threatened against or affecting the Loan Parties or any of its respective properties or assets before or by any court, arbitrator,

governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an

“Action”) which: (A) adversely affects or challenges the legality, validity or enforceability of any of the

Transaction Documents; or (B) if there were an unfavorable decision, would reasonably be expected to result in a Material Adverse

Effect. Except as set forth in the SEC Reports, none of the Loan Parties nor any director or officer thereof is or has been

the subject of any Action involving: (x) a claim of violation of or liability under the Securities Act, the Exchange Act, FINRA

rules or any State Securities Laws; (y) breach of fiduciary duty; or (z) fraud (statutory or common law), embezzlement,

misappropriation or conversion of property or rights, or any other crime involving deceit.

(m) Labor

Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the

Loan Parties which would reasonably be expected to result in a Material Adverse Effect. None of the Loan Parties’ employees is

a member of a union that relates to such employee’s relationship with the Loan Parties, and the Loan Parties are not a party to

any collective bargaining agreement. The Company believes that its relationships with the employees of the Loan Parties are good. No

executive officer, to the knowledge of the Company, is, or is now expected to be, in violation of any material term of any employment

contract, confidentiality, disclosure or proprietary information agreement or non- competition agreement, or any other contract or agreement

or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject

the Loan Parties to any liability with respect to any of the foregoing matters. To the best of the Company’s knowledge, it is in

compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms

and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect.

(n) Compliance.

Except as disclosed set forth in Section 3.01(m) of the Company Disclosure Schedule, the Loan Parties: (i) is neither in default under

nor in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a

default by the Loan Parties under), nor has the Loan Parties received notice of a claim that it is in default under or that it is in

violation of, any indenture, loan or credit agreement (whether or not such default or violation has been waived); (ii) is not in violation

of any order of any court, arbitrator or governmental body; and (iii) is not and has not been in material violation of any statute, law,

rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable

to its business and all such laws that affect the environment, except as would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect.

(o) Regulatory

Permits. The Loan Parties possesses all certificates, authorizations and permits issued by the appropriate federal, state, local

or foreign regulatory authorities necessary to conduct its business, except where the failure to possess such permits would not reasonably

be expected to result in a Material Adverse Effect (“Material Permits”), and the Loan Parties have not received any

notice of proceedings relating to the revocation or modification of any Material Permit.

(p) Title

to Assets. The Loan Parties have good and marketable title in fee simple to all real property and good and marketable title in all

personal propert y owned by it that, in each case, is material to the business of the Loan Parties, in each case free and clear of all

Liens, except for Liens disclosed in Section 3.01(o) of the Company Disclosure Schedule that do not materially and adversely (x) affect

the value of such property or (y) interfere with the use made and proposed to be made of such property by the Loan Parties. Any real

property and facilities held under lease by the Loan Parties are held by it under valid, subsisting and enforceable leases with which

the Loan Parties are in compliance except as disclosed in Section 3.01(o) of the Company Disclosure Schedule.

(q) Patents

and Trademarks. (i) The Loan Parties have, or has rights to use, all patents, patent applications, trademarks, trademark

applications, service marks, trade names, trade secrets, inventions, copyrights, software, websites, licenses and other

intellectual property rights and similar rights as necessary or material for use in connection with its business as presently

conducted (collectively, the “Intellectual Property Rights”); (ii) the Loan Parties have not received written

notice that any of the Intellectual Property Rights violates or infringes upon the intellectual property rights of any other Person;

(iii) all Intellectual Property Rights are enforceable by the Loan Parties, and to the knowledge of the Company there is no existing

infringement by any other Person of any of the Intellectual Property Rights, except where the failure to be so enforceable or for

such infringements as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and

(iv) the Loan Parties have taken reasonable security measures to protect the secrecy, confidentiality and value of all of its

Intellectual Property Rights, except where failure to do so would not, individually or in the aggregate, reasonably be expected to

have a Material Adverse Effect.

(r) Transactions

with Officers, Directors and Employees. None of the officers or directors of the Loan Parties and, to the knowledge of the Company,

none of the employees of the Loan Parties, is presently a party to any transaction with the Loan Parties (other than for services as

employees, officers and directors and related party notes as identified in the SEC Reports), including any contract, agreement or other

arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise

requiring payments to or from, any such officer, director or employee or, to the knowledge of the Company, any entity in which any such

officer, director or employee has a substantial interest or is an officer, director, trustee, member or partner, in each case other than

for: (x) payment of salary or fees for services rendered; (y) reimbursement for expenses incurred on behalf of the Loan Parties; and

(z) other employee benefits, including stock option agreements under any stock option plan of the Loan Parties.

(s) Private

Placement. Assuming the accuracy of the Lender’s representations and warranties set forth in Section 3.02, no registration

under the Securities Act is required for the offer and sale of the Note by the Company to the Lender as contemplated hereby.

(t) Investment

Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Note will not be or be

an Affiliate of, an ‘investment company’ within the meaning of the Investment Company Act of 1940, as amended. The Company

shall conduct its business in a manner so that it will not be an “investment company” subject to registration under the Investment

Company Act of 1940, as amended.

(u) Registration

Rights. Other than as described in the SEC Reports, as set forth in the Registration Rights Agreement and further modified by Section

3.01(s) of the Company Disclosure Schedule, no Person has any right to demand the Company to file a registration statement under the

Securities Act covering the sale of any securities of the Company.

(v) Disclosure. Except with respect to: (i) the material terms and conditions of the transactions contemplated by the Transaction Documents; and

(ii) information given to the Lender, if any, which the Company hereby confirms will not constitute material non-public information,

the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Lender or their agents

or counsel with any information that it believes constitutes or might constitute material, nonpublic information. The Company understands

and confirms that the Lender will rely on the foregoing representation in effecting transactions in securities of the Company. All disclosure

furnished by or on behalf of the Company to the Lender regarding the Company, its business and the transactions contemplated hereby,

is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order

to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(w) No

Integrated Offering. Assuming the accuracy of the Lender’s representations and warranties set forth in Section 3.02, neither

the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or

sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Note to

be integrated with prior offerings by the Company for purposes of the Securities Act which would require the registration of any such

securities under the Securities Act.

(x) Solvency. The Company will not, after the Funding Date, incur debts beyond its ability to pay such debts (including Permitted Indebtedness) as

they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). Except as disclosed in its

SEC Reports (including the risk factors and qualified audit opinions disclosed therein), the Company has no knowledge of any facts or

circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws

of any jurisdiction within one year from the Funding Date.

(y) Tax

Status. Except as set forth in Section 3.01(w) of the Company Disclosure Schedule, the Company has filed all material federal, state

and foreign income and franchise tax returns and has paid or accrued all material taxes shown as due thereon, and the Company has no

knowledge of a material tax deficiency which has been asserted or threatened against the Company.

(z) No

General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold the Note by any form

of general solicitation or general advertising. The Company has offered the Note for sale only to the Lender.

(aa)

Insurance. As set forth in Section 3.01(y) of the Company Disclosure Schedule, the Company is insured by insurers of recognized

financial responsibility against such losses and risks and in such amounts as management of the Company reasonably believes to be prudent

and customary in the businesses in which the Company is engaged. The Company has never been refused any insurance coverage sought or

applied for, and the Company has no reason to believe that it will not be able to renew all existing insurance coverage as and when such

coverage expires or to obtain similar coverage from similar insurers.

(bb)

Acknowledgment Regarding Lender’s Purchase of the Note. The Company acknowledges and agrees that the Lender is acting solely

in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.

The Company further acknowledges that Lender is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)

with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by Lender or any of its representatives

or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Lender’s

purchase of the Note. The Company further represents to the Lender that the Company’s decision to enter into this Agreement and

the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company

and its representatives.

(cc)

No Disqualification Events. With respect to the Note to be offered and sold hereunder in reliance on Rule 506(b) under the Securities

Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director,

executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of twenty percent (20%)

or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that

term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer

Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the ‘Bad Actor’ disqualifications

described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification

Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is

subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e),

and has furnished to the Lender a copy of any disclosures provided thereunder.

(dd)

Other Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be

paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.

(ee) Notice

of Disqualification Events. The Company will notify the Lender in writing, prior to the Funding Date of: (i) any

Disqualification Event relating to any Issuer Covered Person; and (ii) any event that would, with the passage of time, become a

Disqualification Event relating to any Issuer Covered Person.

(ff) Foreign

Corrupt Practices. To the knowledge of the Company, neither the Company nor any agent or other person acting on behalf of the

Company, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses

related to foreign or domestic political activity; (ii) made any unlawful payment to foreign or domestic government officials or

employees or to any foreign or domestic political parties or campaigns from corporate funds; (iii) failed to disclose fully any

contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of

law; or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act.

(gg) Office

of Foreign Assets Control. Neither the Company nor, to the Company’s knowledge, any director or executive officer of the

Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury

Department (“OFAC”).

(hh)

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within

the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Lender’s request.

(ii)

Bank Holding Company Act. Neither the Company nor any of its Affiliates is subject to the Bank Holding Company Act of

1956, as amended (“BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (“Federal

Reserve”). Neither the Company nor any of its Affiliates owns or controls, directly or indirectly, five percent (5%) or more

of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or

any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Affiliates

exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to

regulation by the Federal Reserve.

(jj) Money

Laundering. The operations of the Company are and have been conducted at all times in compliance in all material respects with

applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as

amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money

Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any

arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company,

threatened.

(kk) Representations. The representations and warranties of the Company contained in this Agreement, and the certificate(s) furnished or to be furnished

to the Lender at the Closing, when taken as a whole, do not contain any untrue statement of a material fact or omit to state a

material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances

under which they were made. The Company acknowledges and agrees that the representations contained in section 3.02 shall not modify,

amend or affect Lender’s right to rely on the Company’s representations and warranties contained in this section 3.01 or

elsewhere in this Agreement or any representations and warranties contained in any other Transaction Document, or any other document

or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated

hereby.

Section

3.02 Representations and Warranties of the Lender.

The

Lender, for itself and for no other Person, hereby represents and warrants as of the date hereof and as of the Funding Date to the Company

as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a) Authority;

Organization. The Lender has full power and authority to enter into this Agreement and to perform all obligations required to

be performed by it hereunder. The Lender is an entity duly organized, validly existing and in good standing under the laws of the

jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the

transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The

execution and delivery of the Transaction Documents and performance by the Lender of the transactions contemplated by the

Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the Lender. Each

Transaction Document to which it is a party has been duly executed by the Lender, and when delivered by the Lender in accordance

with the terms hereof, will constitute the valid and legally binding obligation of the Lender, enforceable against it in accordance

with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,

moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws

relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as

indemnification and contribution provisions may be limited by applicable law.

(b) Own

Account. The Lender understands that the Note, the Warrant and the Conversion Shares are “restricted securities” and

have not been registered under the Securities Act or any applicable State Securities Law and is acquiring the Note, the Warrant and Conversion

Shares as principal for its own account and not with a view to or for distributing or reselling such the Note, the Warrant or Conversion

Shares or any part thereof in violation of the Securities Act or any applicable State Securities Law, has no present intention of distributing

any of such the Note, the Warrant or Conversion Shares in violation of the Securities Act or any applicable State Securities Law and

has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such the

Note (this representation and warranty not limiting the Lender’s right to sell the Note, the Warrant or Conversion Shares in compliance

with applicable federal and State Securities Laws) in violation of the Securities Act or any applicable State Securities Law. The Lender

is acquiring the Note hereunder in the ordinary course of its business.

(c) Non-Transferrable. The Lender agrees: (i) that the Lender will not sell, assign, pledge, give, transfer or otherwise dispose of the Note, the Warrant

or Conversion Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration

of the Note, the Warrant and Conversion Shares under the Securities Act and all applicable State Securities Laws, or in a transaction

which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws, (ii) that the certificates

representing the Note will bear a legend making reference to the foregoing restrictions, and (iii) that the Company and its Affiliates

shall not be required to give effect to any purported transfer of such the Note, the Warrant and Conversion Shares except upon compliance

with the foregoing restrictions.

(d) Lender

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

undersigned agrees to furnish any additional information requested by the Company or any of its Affiliates to assure compliance with

applicable U.S. federal and state securities laws in connection with the purchase and sale of the Note. Any information that has been

furnished or that will be furnished by the undersigned to evidence its status as an accredited investor is accurate and complete, and

does not contain any misrepresentation or material omission.

(e) Experience

of The Lender. The Lender, either alone or together with its representatives, has such knowledge, sophistication, and experience

in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Note, and

has so evaluated the merits and risks of such investment. The Lender is able to bear the economic risk of an investment in the Note and,

at the present time, is able to afford a complete loss of such investment.

(f) No

Trading Market. The Lender acknowledges that there is currently no trading market for the Note and that none is expected to develop

for the Note.

(g) General

Solicitation. The Lender acknowledges that neither the Company nor any other person offered to sell the Note to it by means of any

form of general solicitation or advertising, including, but not limited to: (i) any advertisement, article, notice, or other communication

published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees

were invited by any general solicitation or general advertising.

(h) Confidentiality.

Other than to other Persons party to this Agreement and its advisors who have agreed to keep information confidential or have a fiduciary

obligation to keep such information confidential, the Lender has maintained the confidentiality of all disclosures made to it in connection

with the transaction (including the existence and terms of this transaction).

(i) Foreign

Lender. The Lender is a United States person and not a foreign Lender.

(j) Information

from Company. The Lender and its investment managers, if any, have been afforded the opportunity to obtain any information necessary

to verify the accuracy of any representations or information presented by the Company in this Agreement and have had all inquiries to

the Company answered, and have been furnished all requested materials, relating to the Company and the offering and sale of the Note

and anything set forth in the Transaction Documents. Neither the Lender nor the Lender’s investment managers, if any, have been

furnished any offering literature by the Company or any of its Affiliates, associates, or agents other than the Transaction Documents,

and the agreements referenced therein.

(k) Speculative

Nature of Investment; Risk Factors. THE LENDER UNDERSTANDS THAT AN INVESTMENT IN THE NOTE INVOLVES A HIGH DEGREE OF RISK. The

Lender acknowledges that: (i) any projections, forecasts or estimates as may have been provided to the Lender are purely speculative

and cannot be relied upon to indicate actual results that may be obtained through this investment; any such projections, forecasts and

estimates are based upon assumptions which are subject to change and which are beyond the control of the Company or its management, (ii)

the tax effects which may be expected by this investment are not susceptible to absolute prediction, and new developments and rules of

the Internal Revenue Service, audit adjustment, court decisions or legislative changes may have an adverse effect on one or more of the

tax consequences of this investment, and (iii) the Lender has been advised to consult with his own advisor regarding legal matters and

tax consequences involving this investment. The Lender represents that the Lender’s investment objective is speculative in that

the Lender seeks the maximum total return through an investment in a broad spectrum of securities, which involves a higher degree of

risk than other investment styles and therefore the Lender’s risk exposure is also speculative. The Note offered hereby is highly

speculative and involves a high degree of risk and Lender should only purchase these securities if Lender can afford to lose its entire

investment.

(l) Money

Laundering. The operations of the Lender are and have been conducted at all times in compliance with the Money Laundering Laws, and

no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Lender with

respect to the Money Laundering Laws is pending or, to the knowledge of the Lender, threatened.

The

Company acknowledges and agrees that the representations contained in Section 3.02 shall not modify, amend or affect the Lender’s

right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties

contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement

or the consummation of the transaction contemplated hereby.

ARTICLE

OTHER

AGREEMENTS OF THE PARTIES

Section

4.01 Company Affirmative and Negative Covenants. The Company on behalf of itself and any of the other Loan Parties hereby covenants

and agrees that until all Obligations owed to the Lender shall have been paid in full, without the prior written approval of the Lender:

(a)

the Loan Parties shall not incur any Indebtedness, other than Permitted Indebtedness or as otherwise expressly permitted by this

Agreement (“Additional Indebtedness”), unless the net proceeds to the Company of such Additional Indebtedness

shall be used to prepay 100% of the then Outstanding Principal Amount of the Note (including any Default Amount and accrued interest

thereon), or such Additional Indebtedness shall be approved in advance by the Lender;

(b)

the Loan Parties shall not engage in the public or private sale of any securities, including convertible and non-convertible notes

or debentures, Common Stock or Common Stock Equivalents, except for Exempt Issuances or as otherwise expressly permitted in this

Agreement, the Note or other Transaction Documents, unless 100% of the net proceeds to the Loan Parties from such sale are used to

repay the then Outstanding Principal Amount of the Note (including any Default Amount and accrued interest thereon);

(c)

the Company shall at all times maintain a sufficient number of registered, freely tradeable shares available for sale by AGP under

the ATM Financing of not less than Four Hundred Percent (400%) of the Outstanding Principal Amount of the Note and the Company shall

promptly take all actions necessary to maintain such share availability at all times;

(d)

the Company shall timely file all reports, schedules, and forms required to be filed with

the SEC under the Securities Exchange Act of 1934, as amended, including all Annual Reports on Form 10-K, Quarterly Reports on Form

10-Q, and Current Reports on Form 8-K, within the prescribed deadlines (including any extensions pursuant to Rule

12b-25);

(e)

the Company shall cure its current delinquency with respect to the Form 10-Q for the quarter ended March 31, 2026, and any other

overdue filings, on or before thirty (30) calendar days following the Closing Date;

(f)

the Company shall take all actions necessary to maintain continued listing on The Nasdaq Capital Market, including compliance with

all applicable Nasdaq Listing Rules regarding minimum bid price, minimum stockholders’ equity, and continued listing

standards;

(g)

if, at any time during the term of the Loan, the closing bid price of the Company’s common stock falls below $1.00 per share,

thereby triggering a Nasdaq minimum bid price deficiency notice under Listing Rule 5550(a)(2), the Company shall promptly, and in

any event within thirty (30) calendar days of such occurrence, take all necessary corporate actions, including obtaining stockholder

approval (if not already in place) and effecting a reverse stock split in a ratio sufficient to cause the closing bid price to

exceed $1.00 per share and regain compliance;

(h)

the Company shall promptly (and in no event later than two (2) business days after receipt) notify the Lender in writing of any

deficiency notices, delisting determinations, hearing requests, panel decisions, or other correspondence received from Nasdaq

relating to the continued listing of the Company’s securities;

(i)

no payments of Indebtedness shall be paid to any Affiliate, other than payments of deferred compensation to members of the board of

directors and employees of the Company;

(j)

the Loan Parties shall not permit any Person to have a Lien on any of the assets of any of the Loan Parties, except for Permitted

Liens; and

(k)

the Loan Parties shall comply with all of the additional affirmative and negative

covenants set forth in the Note and the Security Agreement.

The

Company covenants and agrees that a breach or violation of any of the above covenants set forth in this Section 4.01 shall constitute

an Event of Default under this Agreement, the Note and the other Transaction Documents.

Section

4.02 Most Favored Nations Agreement. If, at any time during the term of the Note, the Company enters into any debt or equity

financing transaction with any third Person on terms that in the aggregate are more favorable to such third Person than the terms set

forth in this Agreement, the Note and other Transaction Documents (as reasonably determined by the Lender), the Lender shall have the

right, at its sole option, to require the Company to amend the terms of this Agreement, the Note or other Transaction Documents to match

such more favorable terms. The Company shall provide the Lender with written notice of any such financing within two (2) Business Days

of execution of any related agreement, together with copies of all related transaction documents.

Section

4.03 Transfer Restrictions.

(a)

The Note, Warrant Shares and Conversion Shares may only be disposed of in compliance with state and federal securities laws. In

connection with any transfer of the Note, Warrant Shares or Conversion Shares other than pursuant to an effective registration

statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by

the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to

the Company, to the effect that such transfer does not require registration of such transferred the Note, Warrant Shares and

Conversion Shares under the Securities Act. As a condition of such sale or transfer, any such transferee shall agree in writing to

be bound by the terms of this Agreement and shall have the rights of Lender under this Agreement.

(b)

The Lender agrees to the imprinting, so long as is required by this Section 4.03, of a legend on any of the Note, the Warrant Shares

and Conversion Shares in the following form:

THIS

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

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

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

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

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

Section

4.04 Use of Proceeds; Restrictions on Certain Payments. The Company shall use the net proceeds paid to it under the Flow of

Funds Agreement for general working capital purposes.

Section

4.05 Future Subsidiary. Any direct or indirect Subsidiary of the Company formed or acquired after the Funding Date and before

the Note shall have been repaid in full shall promptly thereafter execute and deliver (or otherwise join and agree to be bound as a

Subsidiary of the Company under) the applicable Security Agreement.

Section

4.06 Stockholders Meeting. Notwithstanding anything contained elsewhere in this Agreement or in the Transaction Documents,

the issuance of Conversion Shares and Warrant Shares upon conversion of the Note and/or exercise of the Warrant, as applicable, may

require stockholder approval in accordance with the rules and regulations of The Nasdaq Stock Market LLC (“Stockholder

Approval”). Not later than thirty (30) days after the date the Company files its annual report on Form 10-K for the fiscal

year ended December 31, 2026, in the event that the Note shall not have previously been paid in full, and in order to insure

compliance with applicable Nasdaq Rules, the Company shall hold a special meeting of its stockholders to obtain Stockholder Approval

(the “Stockholders Meeting”). In such connection, the Company shall (i) include in any proxy or

information statement submitted to stockholders a statement that the board of directors of the Company recommends that the

stockholders vote IN FAVOR of adoption of resolutions approving in all respects this Agreement, all other Transaction Documents and

all of the transactions contemplated hereby and thereby, (ii) use its reasonable best efforts to obtain approval of such resolutions

by the holders of record of a majority of the outstanding Common Stock or other voting securities of the Company on the record date

set forth in such proxy or information statement; and (iii) cause all officers and directors of the Company to vote their shares of

Common Stock in favor of the foregoing resolutions; and (iv) shall use its best efforts to obtain commitments from other holders of

5% or more of the outstanding Common Stock to vote their shares of Common Stock in favor of the foregoing resolutions.

Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, the limitations on the issuance of

shares of Common Stock under the applicable rules of The Nasdaq Stock Market LLC (including the 19.99% limitation described in this

Agreement) and any failure to obtain Stockholder Approval shall restrict only the issuance of shares of Common Stock and shall not

reduce, impair or otherwise affect the Company’s monetary Obligations under the Note or the other Transaction Documents. To

the extent that any shares of Common Stock otherwise issuable upon conversion of the Note, exercise of the Warrant or in payment of

any Obligation cannot be issued as a result of any such limitation, insufficient authorized and reserved shares, or the failure to

obtain Stockholder Approval, the Company shall, unless the Lender otherwise agrees in writing, pay to the Lender in cash an amount

equal to the economic value of the shares of Common Stock that cannot be so issued.

Section

4.07 Integration. The Company shall not sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any

security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Note to the Lender in

a manner that would require the registration under the Securities Act of the issuance and sale of the Note to the Lender.

Section

4.08 Publicity. The Company and the Lender shall consult with each other in issuing any other press releases and SEC Reports

with respect to the transactions contemplated hereby, and neither the Company nor the Lender shall issue any such press release or

SEC Report nor otherwise make any such public statement without the prior consent of the Company with respect to any press release

of the Lender, or without the prior consent of the Lender with respect to any press release or SEC Report of the Company mentioning

the Lender, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case

the disclosing party shall promptly provide the other party with prior notice of such public statement, SEC Report or communication.

The Company will publish a press release announcing this transaction approved by the Lender within 4 Business Days following the

Funding Date.

Section

4.09 Indemnification of Lender. The Company shall indemnify, reimburse and hold harmless the Lender and its partners,

members, shareholders, officers, directors, employees and agents (and any other persons with other titles that have similar

functions) (collectively, “Indemnitees”) from and against any and all losses, claims, liabilities, damages,

penalties, suits, costs and expenses, of any kind or nature, (including fees relating to the cost of investigating and defending any

of the foregoing) imposed on, incurred by or asserted against such Indemnitee in any way related to or arising from or alleged to

arise from: (i) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement

or in the other Transaction Documents and (ii) any action instituted against such Indemnitee in any capacity, or any of them or

their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Indemnitee, with respect to any of

the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Indemnitee’s

representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Indemnitee may

have with any such stockholder or any violations by such Indemnitee of state or federal securities laws or any conduct by such

Indemnitee which results from the gross negligence or willful misconduct of the Indemnitee as determined by a final, non-appealable

decision of a court of competent jurisdiction).

Section

4.10 ATM Financing; Payment Direction Agreement; Deposit Account Control. Until all Obligations have been paid in full, without the

prior written consent of the Lender, the Company shall not, directly or indirectly: (i) amend, suspend, terminate, replace, reduce or

otherwise modify the ATM Financing, the Payment Direction Agreement, the AGP instructions, the Company’s brokerage account instructions,

the DACA or the deposit account subject to the DACA; or (ii) direct AGP, the Bank, any depository or brokerage maintaining any such account,

or any other Person to pay, apply or distribute the net proceeds of any ATM Financing other than as required by the Payment Direction

Agreement and the DACA. The Company shall (A) at all times maintain the deposit account subject to the DACA in full force and effect

until all Obligations have been paid in full, and (B) obtain Stockholder Approval (and any other stockholder approval required under

the rules of The Nasdaq Stock Market LLC or applicable law) to the extent necessary to issue shares of Common Stock in excess of the

limitations described in Section 4.06 or at any price below the applicable Nasdaq minimum price. Any breach of this Section 4.10 shall

constitute an immediate Event of Default under the Note and the other Transaction Documents.

ARTICLE

MISCELLANEOUS

Section

5.01 Termination. This Agreement may be terminated by the Lender by written notice to the Company if the Closing has not been

consummated on or before the third Business Day after the date of the execution and delivery of this Agreement by both parties; provided that

such termination will not affect the right of any party to sue for any breach by the other party.

Section

5.02 Fees and Expenses. The Company shall bear the reasonable and documented out-of-pocket expenses of the Company and the

Lender incurred in connection with the negotiation, preparation, execution, delivery and performance of the Transaction Documents, including,

without limitation, reasonable attorneys’ and consultants’ fees and expenses (including previously paid fees to Lender’s

counsel of $30,000), transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the

Transaction Documents or any consents or waivers of provisions in the Transaction Documents, fees for the preparation of opinions of

counsel, escrow fees, and costs of restructuring the transactions contemplated by the Transaction Documents. When possible, the Company

must pay these fees directly, including, but not limited to, any and all wire fees, otherwise the Company must make immediate payment

for reimbursement to the Lender for all fees and expenses immediately upon written notice by the Lender or the submission of an invoice

by the Lender. In addition, the Company shall pay the origination fee to the Lender as specified hereinabove.

Section

5.03 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire

understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral

or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and

schedules.

Section

5.04 Notices. Any notice, request, instruction or other document to be given hereunder by any party to the others shall be

in writing and delivered personally or sent by registered or certified mail, postage prepaid, or by email:

to Lender:

J.J.

Astor & Co.

S Rio Grande Street, #2072

Salt

Lake City, Utah 84101

Attn:

Michael Pope

Email:

michael.p@jjastor.com

with

a copy to:

Barton,

LLP

711

Third Avenue, 14th Floor

New

York, New York 10017

Attn:

Stephen A. Weiss, Esq.

to the Company:

CDT

Equity Inc.

4581

Tamiami Trail North, Suite 200

Naples,

Florida 34103

Attn:

Dr. Andrew Regan, CEO

to such other Persons or addresses as may be designated in writing by the party to receive such notice as provided above.

Section

5.05 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented, or amended except in a

written instrument signed, in the case of an amendment, by the Company and the Lender or, in the case of a waiver, by the party

against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition

or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a

waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right

hereunder in any manner impair the exercise of any such right.

Section

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

successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior

written consent of the Lender (other than by merger). The Lender may assign any or all of its rights under this Agreement to any

Person to whom the Lender assigns or transfers the Note, and/or participate any of such rights in connection with granting of any

participation of the Note, provided that such transfer or participation complies with all applicable federal and State Securities

Laws and that any such transferee or participant agrees in writing by the provisions of the Transaction Documents that apply to the

Lender.

Section

5.07 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective

successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other

Person.

Section

5.08 Governing Law.

All

questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents, including, without

limitation, the enforcement of any award by the arbitrator, shall be governed by and construed and enforced in accordance with the

internal laws of the State of Utah, without regard to the principles of conflict of laws thereof. Each Party agrees that all legal

proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction

Documents (whether brought against a Party hereto or its respective Affiliates, directors, officers, shareholders, employees or

agents), shall be commenced exclusively in the federal and state courts sitting in Salt Lake County, Salt Lake City, Utah (the

“Utah Courts”). Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of the Utah Courts for

the enforcement of any arbitration award or adjudication of any dispute hereunder or in connection herewith or with any transaction

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

irrevocably waives, and agrees not to assert in any suit, Action or Proceeding, any claim that it is not personally subject to the

jurisdiction of such Utah Courts, or that such Utah Courts are improper or inconvenient venue for such proceeding or that such Party

may obtain an exemption from Utah law based on any public policies or principles of any other State or jurisdiction. Each Party

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

mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the

address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service

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

manner permitted by applicable law. Each Party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law,

any and all right to trial by jury in any legal proceeding arising out of or relating to the Transaction Documents or the

transactions contemplated hereby. If any Party shall commence an Action or Proceeding to enforce any provisions of the Transaction

Documents, then the prevailing Party in such Action or Proceeding shall be reimbursed by the other Party for its attorney’s

fees and other costs and expenses incurred in the investigation, preparation and prosecution of such Action or

Proceeding.

Section

5.09 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the

Note.

Section

5.10 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be

considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to

the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is

delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a

valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect

as if such facsimile or “.pdf” signature page was an original thereof.

Section

5.11 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent

jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set

forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto

shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the

same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the

intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including

any of such that may be hereafter declared invalid, illegal, void or unenforceable.

Section

5.12 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar

provisions of) any of the other Transaction Documents, whenever the Lender exercises a right, election, demand or option under a

Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then the

Lender may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice,

demand or election in whole or in part without prejudice to its future actions and rights.

Section

5.13 Replacement of the Note. If any certificate or instrument evidencing the Note is mutilated, lost, stolen or destroyed,

the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of

mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably

satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such

circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such

replacement the Note.

Section

5.14 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of

damages, the Lender and the Company will be entitled to seek specific performance under the Transaction Documents. The parties agree

that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the

Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense

that a remedy at law would be adequate.

Section

5.15 Payment Set Aside. To the extent that the Company makes a payment or payments to the Lender pursuant to any Transaction

Document or the Lender enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement

or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged

by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law

(including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent

of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force

and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Section

5.16 Construction. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity

to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved

against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto. In addition,

each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse

and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the

date of this Agreement.

Section

5.17 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be

deemed to limit or affect any of the provisions hereof.

Section

5.18 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER

PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY,

UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

[SIGNATURE

PAGE FOLLOWS]

WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be duly executed by their respective authorized signatories

as of the date below.

Company:

CDT

EQUITY INC.

By:

/s/

Dr. Andrew Regan

Name:

Dr.

Andrew Regan

Title:

Chief

Executive Officer

Lender:

J.J.

ASTOR & CO.

By:

/s/

Michael Pope

Name:

Michael

Pope

Title:

Chief

Executive Officer

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

REGISTRATION

RIGHTS AGREEMENT

This

Registration Rights Agreement (this “Agreement”) is made and entered into as of June 11, 2026 by and between CDT Equity

Inc., a Delaware corporation (the “Company”), and J.J. Astor & Co., a Utah corporation (“Lender”).

This

Agreement is made pursuant to the Loan Agreement, dated as of the date hereof, between the Company and the Lender (the “Loan

Agreement”).

The

Company and the Lender hereby agree as follows:

Definitions.

Capitalized

terms used and not otherwise defined herein that are defined in the Loan Agreement or the Note shall have the meanings given such terms

in the Loan Agreement or the Note. As used in this Agreement, the following terms shall have the following meanings:

“Allowable

Grace Period” shall have the meaning set forth in Section 3.(n).

“Commission”

means the United States Securities and Exchange Commission.

“Commission

Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements

or requests of the Commission staff and (ii) the Securities Act.

“Conversion

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

“Conversion

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

“Default

Registration Statement” means the Registration Statement filed pursuant to this Agreement if an Event of Default under the

Note shall occur and is continuing.

“Effectiveness

Date” means, with respect to

(a)

the Default Registration Statement required hereunder, the 30th calendar day following the Filing Date if the Lender declares an Event

of Default under the Note which has not been cured, provided, however, that in the event the Company is notified by the

Commission that the Default Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness

Date as to the Default Registration Statement shall be the third (3rd) Trading Day following the date of such notification

by the Commission

(b)

the Shelf Registration Statement, no later than the 30th calendar day after the Filing Date; provided, however,

that in the event the Company is notified by the Commission that the Shelf Registration Statements will not be reviewed or is no longer

subject to further review and comments, the Effectiveness Date as to the Shelf Registration Statement shall be the third (3rd)

Trading Day following the date of such notification by the Commission, and

(c)

any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), no later than the

30th calendar day after the need for such additional Registration Statement arises (or, in the event of a “review”

by the Commission, the 60th calendar day following the date such additional Registration Statement is required to be filed hereunder);

provided, however, that in the event the Company is notified by the Commission that the one or more of the above Registration

Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to the Registration

Statement shall be the fifth (5th) Trading Day following the date of such notification by the Commission.

“Effectiveness

Period” shall have the meaning set forth in Section 2(a).

“Event”

shall have the meaning set forth in Section 2(d).

“Event

Date” shall have the meaning set forth in Section 2(d).

“Filing

Date” means, with respect to

(a)

the Default Registration Statement required hereunder, the 14th calendar day following the date the Lender declares an Event of Default

under the Note which has not been cured,

(b)

the Shelf Registration Statement, a date that shall be 45 calendar days following the Closing Date of the Loan, and

(c)

any additional Registration Statements which may be required to be filed pursuant to Section 2(c) or Section 3(c), no later

than the 14th calendar day after the need for such additional Registration Statement arises or, if later, the earliest practical

date on which the Company is permitted by Commission Guidance to file such additional Registration Statement related to the Registrable

Securities.

“Funding

Date” shall have the meaning set forth in the Loan Agreement.

“Holder”

or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified

Party” shall have the meaning set forth in Section 5(c).

“Indemnifying

Party” shall have the meaning set forth in Section 5(c).

“Losses”

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

“Make

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

“Note”

shall have the meaning set forth in the Loan Agreement.

“Plan

of Distribution” shall have the meaning set forth in Section 2(a).

“Prospectus”

means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information

previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the

Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the

offering of any portion of the Registrable Securities and/or the Make-Whole Shares covered by the Registration Statement, and all other

amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed

to be incorporated by reference in such Prospectus.

“Registrable

Securities” means, as of any date of determination, (a) the Conversion Shares, (b) all Warrant Shares issuable under the Warrant

delivered to the Lender on the Agreement Date, (c) if an Event of Default occurs and is continuing, 200% of the Maximum Conversion Shares

issuable upon the full conversion of the unpaid Outstanding Principal Amount of the Note based on the Default Amount and at the applicable

Conversion Price as of the date of determination, and (d) any securities issued or then issuable upon any stock split, dividend or other

distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities

shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another,

Registration Statement hereunder with respect thereto) for so long as (i) the Registration Statement with respect to the sale of such

Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed

of by the Holder in accordance with such effective Registration Statement, (ii) such Registrable Securities have been previously sold

in accordance with Rule 144, or (iii) such securities become eligible for resale without volume or manner-of-sale restrictions and without

current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable

to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or

exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of

the Company), as reasonably determined by the Company, upon the advice of counsel to the Company.

“Registration

Statement” means the Default Registration Statement required to be filed hereunder pursuant to Section 2(a), the Shelf Registration

Statement required to be filed pursuant to Section 2(a) and any additional registration statements contemplated by Section

2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to the Registration Statement or

Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed

to be incorporated by reference in the Registration Statement.

“Rule

415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Rule

424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Selling

Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).

“Warrant

Shares” shall have the meaning set forth in the Loan Agreement.

Registration Statements.

(a)

On or prior to (i) July 26, 2026, the Company shall prepare and file with the Commission a Registration Statement covering the resale

of all of the Registrable Securities (the “Shelf Registration Statement”) and (ii) 14th calendar day

following the date on which an Event of Default shall occur and be continuing, the Company shall prepare and file with the Commission

a Registration Statement (the “Default Registration Statement”) covering the resale of all of the Conversion Shares,

including the Maximum Conversion Shares and Make Whole Shares based on the then applicable Conversion Price, not then registered on an

effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed

hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form

S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section

2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of

Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached

hereto as Annex B ; provided, however, that no Holder shall be required to be named as an “underwriter”

without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its reasonable

best efforts to cause any Registration Statement filed under this Agreement (including, without limitation, under Section 3(c))

to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the

Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities

Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant

to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the

Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company

pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness

Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City

time) on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration

Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date

requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after

the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so

notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid

shall be deemed an Event under Section 2(d).

(b)

Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the

Registrable Securities cannot, as a result of the operation of Rule 415, be registered for resale as a secondary offering on a single

registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts

to file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities

permitted to be registered by the Commission, on Form S-3 or on such other form available to register for resale the Registrable Securities

as a secondary offering; with respect to filing on Form S-3 or on such other appropriate form, and subject to the provisions of Section

2(d) with respect to the payment of liquidated damages; provided, however,

that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration

of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure

Interpretation 612.09.

Notwithstanding

any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission

or any Commission Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular

Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission

for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its

Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by reducing

or eliminating any securities to be included other than Registrable Securities. In the event of a cutback hereunder, the Company shall

give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment.

In the event the Company amends the Default Registration Statement in accordance with the foregoing, the Company will use its best efforts

to file with the Commission, as promptly as allowed by Commission or Commission Guidance provided to the Company or to registrants of

securities in general, one or more registration statements on Form S-3 or on such other form available to register for resale those Registrable

Securities that were not registered for resale on the Default Registration Statement, as amended.

(c)

If: (i) a Registration Statement is not filed on or prior to the Filing Date, or (ii) the Company fails to file with the Commission a

request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities

Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission

that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective

date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made

by the Commission in respect of the Registration Statement within fifteen (15) calendar days after the receipt of comments by or notice

from the Commission that such amendment is required in order for the Registration Statement to be declared effective (unless such comments

include a request for additional information concerning a Holder whose shares are registered for resale in the Registration Statement

and the Holder fails to supply information in response to such comments(s) in sufficient time to enable the Company to respond within

the prescribed time frame), or (iv) the Registration Statement registering for resale all of the Registrable Securities is not declared

effective by the Commission by the Effectiveness Date of the Registration Statement, (v) after the effective date of a Registration Statement,

such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such

Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities,

subject to any Allowable Grace Period; or (vi) if the Registration Statement is not effective for any reason or the prospectus contained

therein is not available for use for any reason, and either (x) the Company fails for any reason to satisfy the requirements of Rule

144(c)(1), including, without limitation, the failure to satisfy the

current public information requirement under Rule 144(c), or (y) the Company has ever been an issuer described in Rule 144(i) (1)(i)

or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) as a result

of which any of the Lenders are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation,

volume restrictions) (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i),

(iv) and (vi), the date on which such Event occurs, and for purposes of clause (ii) the date on which such five (5) Trading Day period

is exceeded, and for purposes of clause (iii) the date on which such fifteen (15) calendar day period is exceeded being referred to as

“Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each

such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date)

until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as

a penalty, equal to the product of 1.0% multiplied by the aggregate Conversion Amount (as defined in the Note) of such Holder’s

Note. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable,

the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable

law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon,

are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of

a month prior to the cure of an Event.

(

) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register

the resale of the Registrable Securities on Form S-1 or another appropriate form and (ii) undertake to register the Registrable Securities

on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement

then in effect until such time as the Registration Statement on Form S-3 covering the Registrable Securities has been declared effective

by the Commission.

(a)

Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate

of a Holder as any Underwriter without the prior written consent of such Holder.

Registration Procedures.

connection with the Company’s registration obligations hereunder, the Company shall:

(a)

Not less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to

the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed

to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed,

which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders,

and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall

be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable

investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or

any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good

faith (or include any Make-Whole Shares in a Registration Statement pursuant to Section 6(c)(ii) or any such Prospectus or any

amendments or supplements thereto to which the Holders of a majority of the Make-Whole Shares shall reasonably object in good faith),

provided that, the Company is notified of such objection in writing no later than two (2) Trading Days after the Holders have been so

furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus

or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to

this Agreement as Annex C (a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading

Days prior to the Filing Date or by the end of the second (2nd) Trading Day following the date on which such Holder receives draft materials

in accordance with this Section.

(b)

(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus

used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the Make-Whole Shares

or the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration

Statements in order to register for resale under the Securities Act all of the Registrable Securities or Make-Whole Shares, (ii) cause

the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement),

and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments

received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably

possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement

(provided that, the Company shall excise any information contained therein which would constitute material non-public information regarding

the Company or any of its Subsidiaries), and (iv) comply in all material respects with the applicable provisions of the Securities Act

and the Exchange Act with respect to the disposition of all Registrable Securities or Make-Whole Shares covered by such Registration

Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition

by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

(c)

If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock

then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to

the Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable

Securities.

(d)

Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied

by an instruction to suspend the use of the Prospectus until the requisite changes have been

made) as promptly as reasonably possible (and, in the case of clause (i)(A) below, not less than one (1) Trading Day prior to such filing)

and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when

a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the

Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission

comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment,

when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments

or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any

other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any

or all of the Registrable Securities or Make-Whole Shares or the initiation of any Proceedings for that purpose, (iv) of the receipt

by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the

Registrable Securities or Make-Whole Shares for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such

purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement

ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed

to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus

or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue

statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,

in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate

development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes

it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided,

however, that in no event shall any such notice contain any information which would constitute material, non-public information

regarding the Company or any of its Subsidiaries.

(e)

Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending

the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of

the Registrable Securities or Make-Whole Shares for sale in any jurisdiction, at the earliest practicable moment.

(f)

Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including

financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested

by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference)

promptly after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR system (or

successor thereto) need not be furnished in physical form.

(g)

Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto

by each of the selling Holders in connection with the offering and sale of the Registrable Securities or Make-Whole Shares covered by

such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(h)

Prior to any resale of Registrable Securities or Make-Whole Shares by a Holder, use its commercially reasonable efforts to register or

qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration

or qualification) of such Registrable Securities or Make-Whole Shares for the resale by the Holder under the securities or “Blue

Sky” laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration

or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably

necessary to enable the disposition in such jurisdictions of the Registrable Securities or Make-Whole Shares covered by each Registration

Statement, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then

so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent

to service of process in any such jurisdiction.

(i)

If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable

Securities or Make-Whole Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free,

to the extent permitted by the Loan Agreement, of all restrictive legends, and to enable such Registrable Securities or Make-Whole Shares

to be in such denominations and registered in such names as any such Holder may request.

(j)

Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking

into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature

disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement

to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required

document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a

material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of

the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through

(vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made,

then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus

may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(j) to suspend

the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required

pursuant to Section 2(d), for a period not to exceed 60 calendar

days (which need not be consecutive days) in any 12-month period.

(k)

Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities

Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any

supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing

if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof,

the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities or Make-Whole Shares and

take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities or Make-Whole Shares

hereunder.

(l)

At such time as the Company becomes eligible to use of Form S-3 the Company shall maintain such eligibility to use Form S-3 (or any successor

form thereto) for the registration of the resale of Registrable Securities or Make-Whole Shares.

(m)

The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock

of the Company beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and

dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to

the registration of the Registrable Securities or Make-Whole Shares solely because any Holder fails to furnish such information within

three (3) Trading Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall

be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information

is delivered to the Company.

(n)

Notwithstanding anything to the contrary contained herein (but subject to the last sentence of this Section 3(n)), at any time

after the Effective Date of a particular Registration Statement, the Company may, upon written notice to the Holders, suspend the Holders’

use of any prospectus that is a part of any Registration Statement (in which event the Holders shall discontinue sales of the Registrable

Securities or Make-Whole Shares pursuant to such Registration Statement contemplated by this Agreement, but shall settle any previously

made sales of Registrable Securities or Make-Whole Shares) if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization,

disposition or other similar transaction and the Company determines in good faith that (A) the Company’s ability to pursue or consummate

such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement

or other registration statement or (B) such transaction renders the Company unable to comply with Commission requirements, in each case

under circumstances that would make it impractical or inadvisable to cause any Registration Statement (or such filings) to be used by

Holder or to promptly amend or supplement any Registration Statement contemplated by this Agreement on a post effective basis, as applicable,

or (y) has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the

Company, would materially adversely affect the Company (each, an “Allowable Grace Period”); provided, however, that

in no event shall the Holders be suspended from selling Registrable Securities or Make-Whole Shares pursuant to any Registration Statement

for a period that exceeds ten (10) consecutive Trading Days or an aggregate of thirty (30) Trading Days in any 365-day period; and provided,

further, the Company shall not effect any such suspension during the first ten (10) consecutive Trading Days after the Effective Date

of the particular Registration Statement. Upon disclosure of such information or the termination of the condition described above, the

Company shall provide prompt notice, but in any event within one Business Day of such disclosure or termination, to the Holders and shall

promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales

of Registrable Securities or Make-Whole Shares as contemplated in this Agreement. Notwithstanding anything to the contrary contained

in this Section 3(n), the Company shall cause its transfer agent to deliver shares of Common Stock free of restrictive legends

to a transferee of a Holder in connection with any sale of Registrable Securities or Make-Whole Shares with respect to which such Holder

has entered into a contract for sale, and delivered a copy of the Prospectus included as part of the particular Registration Statement

to the extent applicable, in each case prior to such Holder’s receipt of the notice of an Allowable Grace Period and for which

the Holder has not yet settled.

Registration Expenses.

All

fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by the Company whether

or not any Registrable Securities or Make-Whole Shares are sold pursuant to a Registration Statement. The fees and expenses referred

to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,

fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with

the Commission, (B) with respect to filings required to be made with any Eligible Market on which shares of Common Stock of the Company

are then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company

in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications

or exemptions of the Registrable Securities or Make-Whole Shares), (ii) printing expenses (including, without limitation, expenses of

printing certificates for Registrable Securities or Make-Whole Shares), (iii) messenger, telephone and delivery expenses, (iv) fees and

disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi)

fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by

this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation

of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees

performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing

of the Registrable Securities or Make-Whole Shares on any securities exchange as required hereunder. In no event shall the Company be

responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any

legal fees or other costs of the Holders.

Indemnification.

(a)

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless

each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities

or Make-Whole Shares as principal as a result of a pledge or any failure to perform under a margin call of shares of Common Stock of

the Company), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles,

notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning

of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners,

agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack

of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against

any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses

(collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of

a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto

or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be

stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances

under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange

Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this

Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information

regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information

relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities or Make-Whole Shares and was

reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment

or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence

of an event of the type specified in Section 3(d)(iii)–(vi), the use by such Holder of an outdated, defective or otherwise

unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise

unavailable for use by such Holder and prior to the receipt by such Holder of notice of an Allowable Grace Period. The Company shall

notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions

contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any

investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities or Make-Whole

Shares by any of the Holders in accordance with Section 6.(f).

(b)

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors,

officers, agents and employees, each Person who controls the Company (within the meaning of Section

15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons,

to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely

upon: any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus, or in any amendment

or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material

fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto,

in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue

statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in

a Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s

information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities or Make-Whole

Shares and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood

that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no

event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by

such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been

required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities or

Make-Whole Shares included in a Registration Statement giving rise to such indemnification obligation.

(c)

Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder

(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the

“Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including

the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection

with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party

of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by

a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially

and adversely prejudiced the Indemnifying Party.

Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but

the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party

has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such

Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to

any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to

the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent

such Indemnified Party and the Indemnifying Party (in which case, if such

Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying

Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more

than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement

of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying

Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of

which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability

on claims that are the subject matter of such Proceeding.

Subject

to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to

the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)

shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided

that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such

actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject

to appeal or further review) not to be entitled to indemnification hereunder.

(d)

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient

to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by

such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified

Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.

The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether

any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material

fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount

paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement,

any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such

party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such

party in accordance with its terms.

The

parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by

pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in

the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities or Make-Whole

Shares be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim

relating to this Section 5 and the amount of any damages such Holder

has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by

it upon the sale of the Registrable Securities or Make-Whole Shares giving rise to such contribution obligation.

The

indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have

to the Indemnified Parties.

Miscellaneous.

(a)

Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each

Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,

including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and

each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it

of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect

of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

(b)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders

(other than the Holders in such capacity pursuant hereto) may include securities of the Company in the Registration Statements other

than the Registrable Securities or Make-Whole Shares. The Company shall not file any other registration statements until all Registrable

Securities and Make-Whole Shares are registered pursuant to the Registration Statement that is declared effective by the Commission,

provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to

the date of this Agreement.

(c)

Piggy-Back Registrations.

(i)

If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities

and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own

account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as

promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with

any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other

employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen days

after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration

statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that

the Company shall not be required to register any Registrable Securities pursuant to this Section 6(c)(i) that are eligible for

resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated

by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement that is available

for resales or other dispositions by such Holder.

(ii)

If, at any time on or following the Closing Date, there is not an effective Registration Statement covering all of the Make-Whole Shares

and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own

account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as

promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with

any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other

employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen days

after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration

statement all or any part of such Make-Whole Shares such Holder requests to be registered; provided, however, that the

Company shall not be required to register any Make-Whole Shares pursuant to this Section 6(c)(ii) that are the subject of a then

effective Registration Statement that is available for resales or other dispositions by such Holder.

(d)

Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified

or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing

and signed by the Company and the Holders of 50.1% or more of the then outstanding Registrable Securities and Make-Whole Shares (for

purposes of clarification, this includes any Registrable Securities issuable upon exercise or conversion of any Security), provided that,

if any amendment, modification or waiver disproportionately and adversely impacts a Holder (or group of Holders), the consent of such

disproportionately impacted Holder (or group of Holders) shall be required. If a Registration Statement does not register all of the

Registrable Securities or Make-Whole Shares pursuant to a waiver or amendment done in compliance with the previous sentence, then the

number of Registrable Securities or Make-Whole Shares to be registered for each Holder shall be reduced pro rata among all Holders and

each Holder shall have the right to designate which of its Registrable Securities or Make-Whole Shares shall be omitted from such Registration

Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates

exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may

be given only by such Holder or Holders of all of the Registrable Securities or Make-Whole Shares to which such waiver or consent relates;

provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance

with the provisions of the first sentence of this Section 6(d). No consideration shall be offered or paid to any Person to amend

or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the

parties to this Agreement.

(e)

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered

as set forth in the Loan Agreement.

(f)

Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of

each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations

hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities and/or Make-Whole Shares.

Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under Section 5.6 of the

Loan Agreement.

(g)

No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company

or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would

have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither

the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any

of its securities to any Person that have not been satisfied in full.

(h)

Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be

considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the

other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by

facsimile transmission or by e-mail delivery of a PDF format data file, such signature shall create a valid and binding obligation of

the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or PDF signature

page were an original thereof.

(i)

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

in accordance with the applicable provisions of the Loan Agreement.

(j)

Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(k)

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to

be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

(l)

Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed

to limit or affect any of the provisions hereof.

(m)

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with

the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of

any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken

by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture

or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity

with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges

that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations

or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out

of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such

purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company,

not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested

to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company

and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.

[Signature

pages follow.]

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

CDT Equity Inc.

By:

/s/ Dr. Andrew Regan

Name:

Dr. Andrew Regan

Title:

Chief Executive Officer

[Signature

page of Holders follows.]

[Signature

page of Holders to CDT Equity Inc. RRA]

Name

of Holder: J.J. Astor & Co.

Signature

of Authorized Signatory of Holder: /s/ Michael Pope

Name

of Authorized Signatory: Michael Pope

Title

of Authorized Signatory: Chief Executive Officer

[Signature

pages continue.]

ANNEX

PLAN

OF DISTRIBUTION

Each

Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest

may, from time to time, sell any or all of their securities covered hereby on the Principal Market or any other stock exchange, market

or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices.

A Selling Stockholder may use any one or more of the following methods when selling securities:

●

ordinary brokerage transactions

and transactions in which the broker-dealer solicits purchasers;

●

block trades in which the

broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate

the transaction;

●

purchases by a broker-dealer

as principal and resale by the broker-dealer for its account;

●

an exchange distribution

in accordance with the rules of the applicable exchange;

●

privately negotiated transactions;

●

settlement of short sales

made in compliance with the securities purchase agreement among the Company and the Selling Stockholders;

●

in transactions through broker-dealers

that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

●

through the writing or settlement

of options or other hedging transactions, whether through an options exchange or otherwise;

●

a combination of any such

methods of sale; or

●

any other method permitted

pursuant to applicable law.

The

Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,

as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers

engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions

or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)

in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in

excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or

markdown in compliance with FINRA IM-2440.

connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers

or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they

assume. The Selling Stockholders may also sell securities short, subject to the terms of the securities purchase agreement between the

Company and the Selling Stockholders, and deliver these securities to close out their short positions, or loan or pledge the securities

to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with

broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer

or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution

may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The

Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”

within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers

or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts

under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,

directly or indirectly, with any person to distribute the securities.

The

Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company

has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under

the Securities Act.

agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders

without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for

the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar

effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule

of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable

state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered

or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is

complied with.

Under

applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously

engage in market making activities with respect to the shares of Common Stock of the Company for the applicable restricted period, as

defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable

provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases

and sales of shares of Common Stock of the Company by the Selling Stockholders or any other person. We will make copies of this prospectus

available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or

prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

ANNEX

SELLING

STOCKHOLDERS

The

shares of Common Stock being offered by the selling stockholders are those issuable to the selling stockholders pursuant to the terms

of the Company’s promissory Note. For additional information regarding the issuance of those Notes, see “Loan Agreement”

above. We are registering shares of Common Stock in order to permit the selling stockholders to offer the shares for resale from time

to time. Except for the ownership of the Note, the selling stockholders have not had any material relationship with us within the past

three years.

The

table below lists the selling shareholders and other information regarding the beneficial ownership of our shares of Common Stock by

each of the selling stockholders. The second column lists the number of shares of Common Stock of the Company beneficially owned by each

selling shareholder, based on its ownership of the Note, as of _____________,

202_, assuming the conversion of the Note held by the selling stockholders on that date, without regard to any limitations on conversion.

The

third column lists the shares of Common Stock of the Company being offered by this prospectus by the selling stockholders.

accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale

of the maximum number of shares of Common Stock of the Company issuable pursuant to the Note determined as if the unpaid principal amount

of the Note was converted in full as of the trading day immediately preceding the date this registration statement was initially filed

with the Commission, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment

as provided in the registration rights agreement, without regard to any limitations on conversion in the Note. The fourth column assumes

the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.

Under

the terms of the Note, a selling stockholder may not be issued shares under the Note to the extent such issuance would cause such selling

stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares which would exceed 9.99% of

our then outstanding shares following such conversion of the Note. The number of shares in the second column does not reflect this limitation.

The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Number of Shares

Maximum Number

Number of

Owned Prior to

of Shares to be Sold

Shares Owned

Name

of Selling Stockholder

Offering

Pursuant

to this Prospectus

After Offering

ANNEX

CDT

EQUITY INC.

SELLING

STOCKHOLDER NOTICE AND QUESTIONNAIRE

The

undersigned beneficial owner of shares of Common Stock of CDT Equity Inc. (the “Company”), understands that the Company

has filed or intends to file with the Securities and Exchange Commission (the “Commission”) the Registration Statement

(the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended

(the “Securities Act”), of the Registrable Securities or the Make-Whole Shares, in accordance with the terms of the

Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the

Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise

defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain

legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,

holders and beneficial owners of Registrable Securities or the Make-Whole Shares are advised to consult their own securities law counsel

regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

NOTICE

The

undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable

Securities owned by it in the Registration Statement.

The

undersigned hereby provides the following information to the Company and represents and

warrants that such information is accurate:

QUESTIONNAIRE

Name.

(a)

Full Legal Name of Selling

Stockholder:

(b)

Full Legal Name of Registered

Holder (if not the same as (a) above) through which Registrable Securities and/or Make-Whole Shares are held:

(c)

Full Legal Name of Natural

Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities

covered by this Questionnaire):

Address for Notices to Selling Stockholder:

Telephone:

__________________________________________________

Fax:

_______________________________________________________

Contact Person: ______________________________________________

Broker-Dealer Status:

(a)

Are you a broker-dealer?

Yes No

(b)

If “yes” to Section

3(a), did you receive your Registrable Securities and/or the Make-Whole Shares as compensation for investment banking services

to the Company?

Yes No

Note:

If “no” to Section

3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(c)

Are you an affiliate of a broker-dealer?

Yes No

(d)

If you are an affiliate of

a broker-dealer, do you certify that you purchased the Registrable Securities and/or the Make-Whole Shares in the ordinary course of

business, and at the time of the purchase of the Registrable Securities and/or Make-Whole Shares to be resold, you had no agreements

or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes No

Note:

If “no” to Section

3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Beneficial Ownership of Securities of the Company Owned

by the Selling Stockholder.

Except

as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than

the securities issuable pursuant to the Loan Agreement.

(a)

Type and Amount of other securities beneficially

owned by the Selling Stockholder (including whether such securities are Registrable Securities and/or Make-Whole Shares):

Relationships with the Company:

Except

as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5%

or more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with

the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

The

undersigned agrees to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may

occur subsequent to the date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall

not be required to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.

signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and

the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.

The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment

of the Registration Statement and the related prospectus and any amendments or supplements thereto.

WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either

in person or by its duly authorized agent.

Date:

Beneficial Owner:

By:

Name:

Title:

PLEASE

FAX A COPY (OR EMAIL A PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

EX-10.3

Filename: ex10-3.htm · Sequence: 5

Exhibit

10.3

Senior

Secured Convertible Note

THIS

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

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

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

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

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

Original Issue Date: June 11, 2026

Funding Amount

$ 1,401,601

Final Maturity Date: November 26, 2026

Original Principal Amount:

$ 1,971,000

CDT

EQUITY INC.

SENIOR

SECURED CONVERTIBLE NOTE

THIS

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

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

(the “Note”).

FOR

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

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

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

“Weekly Installment Payments”) commencing on June 18, 20262 and thereafter on each succeeding Thursday

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

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

to the following additional provisions:

Adjustment

for Failure of Second Funding. Notwithstanding the stated Original Principal Amount of $1,971,000, in the event the second tranche

of the Loan is not funded as contemplated by Section 2.05 of the Loan Agreement, the Original Principal Amount of this Note shall automatically

be reduced to $377,296.45, representing one and thirty-five hundredths (1.35) times the $279,478.85 gross amount of the initial tranche

of the Loan (after giving effect to the four percent (4%) Origination Fee), and all references herein to the Original Principal Amount

and the Outstanding Principal Amount shall be construed accordingly. Upon the occurrence of an Event of Default (including the failure

of the second Funding to occur), such amount shall be increased to One Hundred Twenty Percent (120%) thereof, equal to $452,755.74, and

shall thereafter accrue interest at the default rate of nineteen percent (19%) per annum, compounded daily, and shall remain convertible

at the Event of Default Conversion Price and payable from eighty percent (80%) of the net proceeds of each ATM Financing in accordance

with the Payment Direction Agreement until paid in full.

Section

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

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

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

“AGP,”

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

in the Loan Agreement.

“Ascent-Sarborg

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

“Bankruptcy

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

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

of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any

Subsidiary thereof, (b) there is commenced against the Company or any Subsidiary thereof any such case or proceeding that is not dismissed

within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any

order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof

suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed

within 60 calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for

the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging

a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof admits in any legal proceeding

that it is generally unable to pay its debts as they become due, (h) the Company or any Significant Subsidiary thereof, by any act or

failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other

action for the purpose of effecting any of the foregoing.

“Business

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

“Change

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

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

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

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

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

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

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

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

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

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

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

“Closing

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

“Common

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

“Contingent

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

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

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

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

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

party or parties to an agreement, and (c) any obligation of such Loan Party, whether or not contingent, (i) to purchase any such primary

obligation or any property constituting direct or indirect security therefore, (ii) to advance or supply funds (A) for the purchase or

payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain

the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose

of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation

or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however,

that the term “Contingent Obligation” shall not include any product warranties extended in the ordinary course of business.

The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation

with respect to which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person

may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum

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

such Loan Party in good faith.

“Conversion

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

“Conversion

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

“Conversion

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

“Conversion

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

“Default

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

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

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

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

“Equity

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

“Event

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

“Extraordinary

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

“Indebtedness”

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

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

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

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

and liabilities of such Person created or arising under any conditional sales or other title retention agreement with respect to property

used and/or acquired by such Person, even though the rights and remedies of the lessor, seller and/or lender thereunder may be limited

to repossession or sale of such property, (e) all Capitalized Lease Obligations of such Person; (f) all obligations and liabilities,

contingent or otherwise, of such Person, in respect of letters of credit, acceptances and similar facilities other than obligations and

liabilities that are cash collateralized on terms reasonably satisfactory to the Lender; (g) all net obligations and liabilities, calculated

on a basis reasonably satisfactory to the Lender and in accordance with accepted practice, of such Person under Hedging Agreements; (h)

all monetary obligations under any receivables factoring, receivable sales or similar transactions and all monetary obligations under

any synthetic lease, tax ownership/operating lease, off-balance sheet financing or similar financing; (i) all Contingent Obligations;

and (j) all obligations referred to in clauses (a) through (i) of this definition of another Person secured by (or for which the holder

of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien upon property owned by such Person, even

though such Person has not assumed or become liable for the payment of such Indebtedness, provided, however that if recourse in

respect of any Indebtedness of the foregoing is limited to specific assets, then such Indebtedness shall be deemed to be equal to the

lesser of (x) the aggregate unpaid amount of such Indebtedness and (y) the fair market value of the asset encumbered thereby as determined

by such Person in good faith; provided further, that Indebtedness shall not include (i) purchase price holdbacks arising in the

ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warranties or other unperformed obligations

of the seller of such asset, (ii) endorsements of checks or drafts arising in the ordinary course of business, (iii) preferred Equity

Interests to the extent permitted under the Loan Agreement and (iv) any earnout or similar purchase price obligation until such obligation

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

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

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

exclude operating leases.

“Loan

Agreement” means the Loan Agreement, dated as of June 11, 2026, by and between the Company and the Lender, as the original

Holder of the Note, as amended, modified, or supplemented from time to time in accordance with its terms.

“Maturity

Date” shall mean the earlier to occur of (a) the occurrence of an Event of Default, or (b) November 26, 2026.

“Maximum

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

“Minimum

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

“Most

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

“Original

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

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

“Original

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

“Outstanding

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

prepayment(s) of this Note, if any.

“Payment

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

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

previously made, if any, plus (c) all other amounts, costs, expenses, and liquidated damages due under or in respect of this Note.

“Payment

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

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

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

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

Securities Act.

“Principal

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

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

“Scheduled

Payment Date” means, on Thursday of each week from and after the Original Issue Date, commencing with June 18, 2026 and continuing

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

“Second

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

“Securities

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

“Trading

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

“Transfer

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

“Utah

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

“Warrant”

means the Warrant that is fully earned and issuable upon execution of the

Loan

Agreement on the Agreement Date, regardless of whether the second tranche of the Loan is

funded,

as defined in the Loan Agreement.

“Warrant

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

Section

2. Methods of Payment, Prepayment; Interest.

(a)

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

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

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

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

Default shall have previously occurred, the entire Default Amount) shall become immediately due and payable.

(b)

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

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

provided that, (i) the Lender shall give the Company a Payment Notice on the Original Issue Date and if amended thereafter on not less

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

The Company shall deliver the Conversion Shares to the Lender or to the brokerage account designated by the Lender within two (2) Business

Days following its receipt of the Conversion Notice. For the avoidance of doubt, if the Company fails to timely deliver the specified

amount of Conversion Shares in accordance with the Conversion Notice, it shall constitute an Event of Default under this Note. The Lender

shall not be entitled to convert any portion of the Note to the extent that, after giving effect to such conversion, the Lender (together

with its affiliates) would beneficially own in excess of 4.99% of the then-outstanding shares of the Company’s common stock (the

“Beneficial Ownership Cap”) which the Lender may, in its sole discretion, increase to 9.99%.

(c)

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

(d)

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

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

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

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

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

(e)

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

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

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

Section

3. Registration of Transfers and Exchanges.

(a)

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

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

or exchange.

(b)

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

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

securities laws and regulations.

(c)

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

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

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

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

Section

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

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

(a)

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

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

(b)

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

Days from the date of such Conversion Notice;

(c)

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

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

Holder;

(d)

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

and adversely affects any rights of holders of Note;

(e)

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

whether or not set forth in the Company Disclosure Schedule;

(f)

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

to the extent that they are expressly permitted under the Loan Agreement;

(g)

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

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

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

(h)

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

(i)

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

(j)

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

approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for board approval);

(k)

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

Section

5. Events of Default.

(a)

“Event of Default” means, wherever used herein, the occurrence of any of the following events (whatever the reason

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

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

(i)

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

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

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

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

this Note;

(ii)

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

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

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

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

the time specified in the Loan Agreement;

(iii)

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

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

(iv)

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

of the Ascent-Sarborg Purchase Agreements;

(v)

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

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

in any material respect as of the date when made;

(vi)

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

Rights Agreement, the Warrant or the Transfer Agent Instructions;

(vii)

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

(viii)

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

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

lease, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness

for borrowed money or money due under any long term leasing or factoring arrangement (but excluding the Company’s headquarters

lease under which the Company is in default as of the date of this Agreement as disclosed in the SEC Reports) that (a) involves an obligation

greater than $50,000, whether such Indebtedness now exists or shall hereafter be created, and (b) results in such Indebtedness becoming

or being declared due and payable prior to the date on which it would otherwise become due and payable;

(ix)

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

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

stayed;

(x)

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

from the date of this Note, or shall be delinquent in the filing of any of its other SEC Reports, including its Form 8-K, interim reports

or Form 10-Q quarterly report or Form 10-K annual financial reports required to be filed with the SEC under the Exchange Act (beyond

any period of grace granted by the SEC with respect thereto); or

(xi)

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

(b)

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

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

Conversion Shares at the applicable Conversion Price up to the Maximum Conversion Shares or such number of Conversion Shares based on

the then Default Amount of this Note, and shall be entitled to exercise its rights and remedies in connection therewith under the other

Transaction Documents, including enforcing its rights under the Subsidiary Guarantee and Security Agreement. Upon the conversion in full

of the Default Amount in accordance with the terms of this Note, the Holder shall promptly surrender this Note to or as directed by the

Company. In connection with such acceleration or exercise described herein, the Holder need not provide, and the Company hereby waives,

any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period

enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration

may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the

Note until such time, if any, as the Holder receives full payment pursuant to this section 5(b). No such rescission or annulment shall

affect any subsequent Event of Default or impair any right consequent thereon.

(c)

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

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

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

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

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

Shares that would have been issuable upon conversion of the applicable portion of the Default Amount at seventy percent (70%) of such

lowest VWAP, without giving effect to the Floor Price, minus (ii) the number of Conversion Shares actually issued upon such conversion

at the Floor Price. Notwithstanding the foregoing, to the extent the issuance of any Make Whole Shares would cause the aggregate number

of Conversion Shares issued under this Note to exceed the Maximum Conversion Shares (representing 19.99% of the Company’s outstanding

shares of Common Stock) absent approval of the Company’s stockholders, the Company shall settle the value of such excess Make Whole

Shares in cash, payable within three (3) Business Days following the applicable conversion date and valued at the closing price of the

Common Stock on such conversion date.

Section

6. Miscellaneous.

(a)

Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder shall be in writing and

delivered personally, by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Company, at

the address set forth in the Loan Agreement, or such other email address or address as the Company may specify for such purposes by notice

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

by the Company hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized

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

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

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

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

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

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

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

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

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

to be given.

(b)

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

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

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

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

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

(c)

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

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

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

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

(d)

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

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

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

contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers,

shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the County of Salt Lake,

Utah (the “Utah Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Utah Courts

for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein

(including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert

in any suit, Action or Proceeding, any claim that it is not personally subject to the jurisdiction of such Utah Courts, or such Utah

Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents

to process being served in any such suit, Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight

delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service

shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any

way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest

extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note

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

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

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

(e)

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

be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or

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

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

Any waiver by the Company or the Holder must be in writing.

(f)

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

and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and

circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing

usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under

applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or

in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit

or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted,

now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent

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

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

of every such as though no such law has been enacted.

(g)

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

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

a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual

and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that

there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided

for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the

Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).

The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy

at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach,

the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened

breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide

all information and documentation to the Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company’s

compliance with the terms and conditions of this Note.

(h)

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

shall be made on the next succeeding Business Day.

(i)

Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed

to limit or affect any of the provisions hereof.

Section

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

of the Loan Agreement.

Balance

of this page left blank – signature page follows

WITNESS WHEREOF, the Company has caused this Senior Secured Note to be duly executed by a duly authorized officer as of the date

and year first above indicated.

CDT EQUITY INC.

By:

Name:

Dr.

Andrew Regan

Title:

Chief

Executive Officer

EX-10.4

Filename: ex10-4.htm · Sequence: 6

Exhibit

10.4

PLEDGE

AND SECURITY AGREEMENT

THIS

PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)

dated as of June 11, 2026, is made and entered into by and among (x) CDT Equity Inc., a Delaware corporation (the “Company”);

and (y) each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto,

which shall include all other direct or indirect Subsidiaries of the Company hereafter formed or acquired after the date hereof for so

long as this Agreement remains in effect (the “Additional Subsidiaries” and together with the Company hereinafter

sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”), on the one

hand, and J.J. Astor & Co., a Utah corporation (the “Lender”) in its capacity as Collateral Agent for the

benefit of itself as the Lender and each other Lender (if any), on the other hand (each Lender, together with its respective successors

and assigns, a “Secured Party,” and collectively the “Secured Parties”).

I T N E S S E T H:

WHEREAS,

the Lender and the Company are parties to the Loan Agreement (as hereafter defined) pursuant to which such Lender may make a loan to

the Company in the Funding Amount of $1,460,000, less a $58,400 Origination Fee to be retained by the Lender (the “Loan”),

the proceeds of which shall be used as provided in the Loan Agreement and the Flow of Funds Agreement dated June 11, 2026, and in consideration

for such Loan the Lender shall receive from the Company an original issue discount senior secured convertible installment promissory

note in the original principal amount of $1,971,000 (together with any promissory note or other securities issued in exchange or substitution

therefor or replacement thereof, and as any of the same may be amended, supplemented, restated or modified and in effect from time to

time, the “Note”); and

WHEREAS,

pursuant to the Guaranty Agreement, CDT Equity Ltd, a United Kingdom corporation, with an office located at 80-83 Long Lane, London,

England, EC1A 9ET, who has executed this Agreement (the “Existing Subsidiary”) has unconditionally guaranteed payment

of the Note and performance by the Company of its covenants and agreements set forth in the Loan Agreement; and

WHEREAS,

capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Loan Agreement and in the Note; and

WHEREAS,

each Debtor will derive substantial benefit and advantage from the financial accommodations provided by the Lender to the Company set

forth in the Loan Agreement and the Note, and it will be to each such Debtor’s direct interest and economic benefit to obtain said

financial accommodations from Lender; and

WHEREAS,

to induce Lender to enter into the Loan Agreement and make the Loan, and Lender as security for its Obligations for the benefit of the

Lender and any other Secured Parties, and their respective successors and assigns, each Debtor has agreed to pledge and grant to the

Lender a first priority Lien and security interest in all of Debtors’ right, title and interest in and to the Collateral (as hereinafter

defined).

NOW,

THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto agree as follows:

Section

1. Definitions. Unless otherwise defined in this Agreement, all capitalized terms, when used herein shall have the same meaning

as they are defined in the Loan Agreement and the Note. In addition, as used herein:

“Accounts”

means any “account,” as such term is defined in the UCC, and, in any event, shall include, without limitation, “supporting

obligations” as defined in the UCC.

“Payment

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

“Chattel

Paper” means any “chattel paper,” as such term is defined in the UCC.

“Collateral”

shall have the meaning ascribed thereto in Section 3 hereof.

“Commercial

Tort Claims” means “commercial tort claims”, as such term is defined in the UCC.

“Contracts”

means all contracts, undertakings, or other agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) in or

under which a Debtor may now or hereafter have any right, title or interest, including, without limitation, with respect to an Account,

any agreement relating to the terms of payment or the terms of performance thereof.

“Copyrights”

means any copyrights, rights and interests in copyrights, works protectable by copyrights, copyright registrations and copyright applications,

including, without limitation, the copyright registrations and applications listed on Schedule III attached hereto (if any), and

all renewals of any of the foregoing, all income, royalties, damages and payments now and hereafter due and/or payable under or with

respect to any of the foregoing, including, without limitation, damages and payments for past, present and future infringements of any

of the foregoing and the right to sue for past, present and future infringements of any of the foregoing.

“Documents”

means any “documents,” as such term is defined in the UCC, and shall include, without limitation, all documents of title

(as defined in the UCC), bills of lading or other receipts evidencing or representing Inventory or Equipment.

“Equipment”

means any “equipment,” as such term is defined in the UCC and, in any event, shall include, Motor Vehicles.

“Event

of Default” shall have the meaning set forth in the Note.

“Excluded

Assets” means each of the following: (i) any lease, license or other agreement or any property subject to a capital lease, purchase

money security interest or similar arrangement, to the extent that a grant of a Lien thereon in favor of Secured Parties would violate

or invalidate such lease, license, agreement or capital lease, purchase money security interest or similar arrangement or create a right

of termination in favor of any other party thereto (other than the Debtors), so long as such provision exists and so long as such lease,

license or agreement was not entered into in contemplation of circumventing the obligation to provide Collateral hereunder or in violation

of the Loan Agreement, other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408

or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law including the

bankruptcy code, or principles of equity and (ii) any stock of a Foreign Subsidiary that constitutes more than 65% of the outstanding

stock of such Foreign Subsidiary.

“General

Intangibles” means any “general intangibles,” as such term is defined in the UCC, and, in any event, shall include,

without limitation, all right, title and interest in or under any Contract, models, drawings, materials and records, claims, literary

rights, goodwill, rights of performance, Copyrights, Trademarks, Patents, warranties, rights under insurance policies and rights of indemnification.

“Goods”

means any “goods”, as such term is defined in the UCC, including, without limitation, fixtures and embedded Software to the

extent included in “goods” as defined in the UCC.

“Governmental

Authority” means the government of the United States of America or any other nation, or any political subdivision thereof, whether

state or local, or any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,

legislative, judicial, taxing, regulatory or administration powers or functions of or pertaining to government over any Debtor or any

of its subsidiaries, or any of their respective properties, assets or undertakings.

“Instruments”

means any “instrument,” as such term is defined in the UCC, and shall include, without limitation, promissory notes, drafts,

bills of exchange, trade acceptances, letters of credit, letter of credit rights (as defined in the UCC), and Chattel Paper.

“Intellectual

Property” means the collective reference to all of Debtors’ Patents, Copyrights, Trademarks, Software, know how, trade secrets

and proprietary confidential information.

“Inventory”

means any “inventory,” as such term is defined in the UCC.

“Investment

Property” means any “investment property”, as such term is defined in the UCC.

“Loan

Agreement” means the loan agreement, dated as of June 11, 2026 between the Company and the Lender.

“Lien”

has the meaning set forth in the Loan Agreement.

“Motor

Vehicles” shall mean motor vehicles, tractors, trailers and other like property, whether or not the title thereto is governed by

a certificate of title or ownership.

“Obligations”

means all obligations, liabilities and indebtedness of every nature of Debtors from time to time owed or owing under or in respect of

this Agreement, the Loan Agreement the Note, the Subsidiary Guarantee, the other Transaction Documents, as the case may be, including,

without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest and all fees, costs and expenses,

whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and/or from time to time hereafter owing, due or

payable whether before or after the filing of a bankruptcy, insolvency or similar proceeding under applicable federal, state, foreign

or other law and whether or not an allowed claim in any such proceeding.

“Patents”

means any patents, pending patents and patent applications, including, without limitation, the inventions and improvements described

and claimed therein, all patentable inventions and those patents and patent applications listed on Schedule IV attached hereto

(if any), and the reissues, divisions, continuations, renewals, extensions and continuations-in-part of any of the foregoing, and all

income, royalties, damages and payments now or hereafter due and/or payable under or with respect to any of the foregoing, including,

without limitation, damages and payments for past, present and future infringements of any of the foregoing and the right to sue for

past, present and future infringements of any of the foregoing.

“Permitted

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

“Permitted Liens” means:

(a)

Liens in favor of the Lender;

(b)

Liens securing the payment of taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which

are being contested in good faith by appropriate proceedings diligently pursued and available to a Loan Party, which proceedings (or

orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any

such Lien and with respect to which adequate reserves have been set aside on its books in accordance with GAAP;

(c)

non-consensual statutory Liens (other than Liens arising under ERISA or securing the payment of taxes) arising in the ordinary course

of a Loan Party’s business that do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s,

landlords’, workmen’s, suppliers’, repairmen’s, mechanics’ and growers’ Liens, to the extent such

Liens secure Indebtedness which is not overdue or is fully insured and being defended at the sole cost and expense and at the sole risk

of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to a Loan Party, in each

case prior to the commencement of foreclosure or other similar proceedings, which proceedings (or orders entered in connection with such

proceeding) have the effect of preventing the forfeiture or sale of the property subject to any such Lien and with respect to which adequate

reserves have been set aside on its books in accordance with GAAP;

(d)

pledges and deposits of cash by a Loan Party after the date hereof in the ordinary course of business in connection with workers’

compensation, unemployment insurance and other types of social security benefits consistent with the current practices of such Loan Party

as of the date hereof; and

(

) Liens existing on the Funding Date disclosed on Section 3.01(r) of the Company Disclosure Schedule.

“Pledged

Collateral” means all shares of the capital stock or membership interest equity of any Additional Subsidiaries, and all Instruments

and Investment Property whether or not physically delivered to the Collateral Agent according to this Agreement.

“Proceeds”

means “proceeds,” as such term is defined in the UCC and, in any event, includes, without limitation, (a) any and all proceeds

of any insurance, indemnity, warranty or guaranty payable with respect to any of the Collateral, (b) any and all payments (in any form

whatsoever) made or due and payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture

of all or any part of the Collateral by any Governmental Authority (or any person acting under color of Governmental Authority), and

(c) any and all other amounts from time to time paid or payable under, in respect of or in connection with any of the Collateral.

“Representative”

means any Person acting as agent, representative or trustee on behalf of the Secured Parties from time to time.

“Security

Documents” means this Agreement and any other documents securing the Liens of the Secured Parties hereunder.

“Software”

means all “software” as such term is defined in the UCC, now owned or hereafter acquired by a Debtor, other than software

embedded in any category of Goods, including, without limitation, all computer programs and all supporting information provided in connection

with a transaction related to any program.

“Trademarks”

means any trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks,

logos, other business identifiers, prints and labels on which any of the foregoing have appeared or appear, all registrations and recordings

thereof, and all applications in connection therewith, including, without limitation, the trademarks and applications listed in Schedule

V attached hereto (if any) and renewals thereof, and all income, royalties, damages and payments now or hereafter due and/or payable

under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present and future infringements

of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing.

“Transaction

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

“UCC”

shall mean the Uniform Commercial Code as in effect from time to time in the State of Utah; provided, that to the extent that the Uniform

Commercial Code is used to define any term herein and such term is defined differently in different Articles or Divisions of the Uniform

Commercial Code, the definition of such term contained in Article or Division 9 shall govern.

Section

2. Representations, Warranties and Covenants of Debtors. Each Debtor represents and warrants to, and covenants with, the Secured

Parties as follows:

(a)

Such Debtor has or will have rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant

to Section 3 hereof (subject, with respect to after acquired Collateral, to such Debtor acquiring the same) and no Lien other than Permitted

Liens exists or will exist upon such Collateral at any time.

(b)

This Agreement is effective to create in favor of Secured Parties a valid security interest in and Lien upon all of such Debtor’s

right, title and interest in and to the Collateral, and upon (i) the filing of appropriate UCC financing statements in the jurisdictions

listed on Schedule I attached hereto, and (ii) except for the share capital of the Foreign Subsidiaries, which shall only be delivered

to Secured Party upon the occurrence and during the continuation of an Event of Default under the Loan Documents, Motor Vehicles and

the delivery to the Secured Parties of the Pledged Collateral together with assignments in blank, such security interest will be a duly

perfected security interest (subject to Permitted Liens) in all of the Collateral.

(c)

All of the Equipment, Inventory and Goods owned by such Debtor are located at the places as specified on Schedule I attached hereto.

Except as disclosed on Schedule I, none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee.

Schedule I discloses such Debtor’s name as of the date hereof as it appears in official filings in the state or province,

as applicable, of its incorporation, formation or organization, the type of entity of such Debtor (including corporation, partnership,

limited partnership or limited liability company), organizational identification number issued by such Debtor’s state of incorporation,

formation or organization (or a statement that no such number has been issued), such Debtor’s state or province, as applicable,

of incorporation, formation or organization and the chief place of business, chief executive office and the office where such Debtor

keeps its books and records and the states in which such Debtor conducts its business. Such Debtor has only one state or province, as

applicable, of incorporation, formation or organization. Such Debtor does not do business and has not done business during the past five

years under any trade name or fictitious business name except as disclosed on Schedule II attached hereto.

(d)

No Copyrights, Patents or Trademarks listed on Schedules III, IV and V, respectively, if any, and no other Intellectual Property

have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently valid and enforceable. Each

of such Copyrights, Patents and Trademarks (if any) and other Intellectual Property is valid and enforceable. Subject to the Permitted

Liens, such Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Copyrights,

Patents and Trademarks, identified on Schedules III, IV and V, as applicable, and other Intellectual Property as being owned by

such Debtor, free and clear of any liens (subject to Permitted Liens), charges and encumbrances, including without limitation licenses,

shop rights and covenants by such Debtor not to sue third persons. Such Debtor has adopted, used and is currently using, or has a current

bona fide intention to use, all of such Patents, Trademarks, Copyrights and other Intellectual Property. Such Debtor has no notice of

any suits or actions commenced or threatened with reference to the Copyrights, Patents or Trademarks and other Intellectual Property

owned by it.

(e)

Each Debtor agrees to deliver to the Secured Parties an updated Schedule I, II, III, IV and/or V within five Business Days of

any material change thereto.

(f)

Such Debtor does not own any Commercial Tort Claim except for those disclosed on Schedule II hereto (if any).

(g)

All Equipment (including, without limitation, Motor Vehicles) owned by a Debtor and subject to a certificate of title or ownership statute

is described on Schedule VII hereto.

(h)

The Company and the Existing Subsidiary do not have any interest in real property except as disclosed on Schedule VIII (if any).

Each Debtor shall deliver to Secured Parties a revised version of Schedule VIII showing any material changes thereto within 10

Business Days of any such change. Except as otherwise agreed to by Secured Parties, all such interests in real property are or shall

be subject to a mortgage and deed of trust (in form and substance reasonably satisfactory to the Collateral Agent) in favor of Secured

Parties (hereinafter, a “Mortgage”).

Section

3. Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or

otherwise) of the obligations due the Secured Party under the Note, each Debtor hereby pledges and grants to the Collateral Agent, for

the benefit of itself and each Secured Party, a first priority Lien on and security interest in and to all of such Debtor’s assets,

including all right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter

acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein

as “Collateral”).

The

Collateral consists of:

(a)

all Instruments, together with all payments thereon or thereunder;

(b)

all Accounts;

(c)

all Inventory;

(d)

all General Intangibles (including payment intangibles (as defined in the UCC) and Software);

(e)

all Equipment;

(f)

all Documents;

(g)

all Contracts;

(h)

all Goods;

(i)

all Pledged Collateral and all Investment Property, including without limitation all equity interests now owned or hereafter acquired

by each Debtor (other than the Company), including all of the interests in all Additional Subsidiaries, if any, owned by the Company

or any such Subsidiary;

(j)

all Commercial Tort Claims specified on Schedule VI;

(k)

all Trademarks, Patents, Copyrights and other Intellectual Property;

(l)

all rights of the Company to receive cash payments under the Payment Direction Agreement;

(m)

all books and records pertaining to the other Collateral;

(n)

all Software; and

(o)

all other tangible and intangible property and other assets of such Debtor, including, without limitation, Proceeds, tort claims, products,

accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor

described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims

and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing,

and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs,

computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, or any

computer bureau or service company from time to time acting for such Debtor.

Notwithstanding

anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein

attach to any Excluded Assets.

Section

4. Covenants; Remedies. In furtherance of the grant of the pledge and security interest pursuant to Section 3 hereof, each Debtor

hereby agrees with the Secured Parties as follows (subject to the Permitted Liens):

4.1

Delivery and Other Perfection; Maintenance, etc.

(a)

Other Documents and Actions. Each Debtor shall give, execute, deliver, file and/or record any financing statement, registration,

notice, instrument, document, agreement, or other papers that may be necessary or desirable (in the reasonable judgment of the Secured

Parties or their Representative) to create, preserve, perfect or validate the security interest granted pursuant hereto (or any security

interest or mortgage contemplated or required hereunder, including with respect to Section 2(h) of this Agreement) or to enable the Secured

Parties or their Representative to exercise and enforce the rights of the Secured Parties hereunder with respect to such pledge and security

interest, provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions

of clause (d) below. Notwithstanding the foregoing each Debtor hereby irrevocably authorizes the Secured Parties at any time and from

time to time to file in any filing office in any jurisdiction any initial financing statements (and other similar filings or registrations

under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments

thereto that (a) indicate the Collateral (i) as all assets of such Debtor or words of similar effect, regardless of whether any particular

asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (ii) as being of an equal or lesser scope or with

greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office

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

organization identification number issued to such Debtor. Each Debtor agrees to furnish any such information to the Secured Parties promptly

upon request. Each Debtor also ratifies its authorization for the Secured Parties to have filed in any jurisdiction any like initial

financing statements or amendments thereto if filed prior to the date hereof.

(b)

Books and Records. Each Debtor (or a Company on behalf of a Debtor) shall maintain at its own cost and expense complete and accurate

books and records of the Collateral, including, without limitation, a record of all payments received and all credits granted with respect

to the Collateral and all other dealings with the Collateral. Upon the occurrence and during the continuation of any Event of Default,

each Debtor shall deliver and turn over any such books and records (or true and correct copies thereof) to the Secured Parties or their

Representative at any time on demand. Each Debtor shall permit any Representative of the Secured Parties, to inspect such books and records

at any time during reasonable business hours upon at least five Business Days’ prior notice (and in no event, more frequently than

twice during each 12-month period, unless an Event of Default has occurred and is continuing) and will provide photocopies thereof at

such Debtor’s expense to the Secured Parties upon request of any Secured Party.

(c)

Motor Vehicles. Each Debtor shall, promptly upon acquiring same, cause the Secured Parties to be listed as a lienholder on each

certificate of title or ownership covering any items of Equipment, including Motor Vehicles, having a value in excess of $100,000 individually

or in the aggregate for all such items of Equipment of the Debtor, or otherwise comply with the certificate of title or ownership laws

of the relevant jurisdiction issuing such certificate of title or ownership in order to properly evidence and perfect Secured Parties’

security interest in the assets represented by such certificate of title or ownership.

(d)

Notice to Account Debtors; Verification. (i) Upon the occurrence and during the continuance of any Event of Default (or if any rights

of set-off (other than set-offs against an Account arising under the Contract giving rise to the same Account) or contra accounts may

be asserted, upon request of any Secured Party or their Representative, each Debtor shall promptly notify (and each Debtor hereby authorizes

the Secured Parties and their Representative so to notify) each account debtor in respect of any Accounts or Instruments or other Persons

obligated on the Collateral that such Collateral has been assigned to the Secured Parties hereunder, and that any payments due or to

become due in respect of such Collateral are to be made directly to the Secured Parties and (ii) the Secured Parties and their Representative

shall have the right at any time or times (but in no event more than once during each 12-month period and acting through a Debtor and

not independently, unless an Event of Default has occurred and is continuing) to make direct verification with the account debtors or

other Persons obligated on the Collateral of any and all of the Accounts or other such Collateral.

(e)

Intellectual Property. Each Debtor represents and warrants that the Copyrights, Patents and Trademarks listed on Schedules III,

IV and V, respectively (if any), constitute all of the registered Copyrights and all of the Patents and Trademarks now owned by such

Debtor and that are used or are useful in their business. Each Debtor represents and warrants that it owns all right, title and interest

in and to the listed Copyrights, Patents and Trademarks and the other Intellectual Property, free and clear of all liens or rights of

others, except to the extent set forth in license agreement in which the Debtors are licensors. If such Debtor shall (i) obtain rights

to any new patentable inventions, any registered Copyrights or any Patents or Trademarks or other Intellectual Property, or (ii) become

entitled to the benefit of any registered Copyrights or any Patents or Trademarks or other Intellectual Property or any improvement on

any Patent, the provisions of this Agreement above shall automatically apply thereto and such Debtor shall give to Secured Parties prompt

written notice thereof. Each Debtor hereby authorizes Secured Parties to modify this Agreement by amending Schedules III, IV and V,

as applicable, to include any such registered Copyrights or any such Patents and Trademarks. Each Debtor shall have the duty (i) to prosecute

diligently any patent, trademark, or service mark applications pending as of the date hereof or hereafter to the extent the Debtor reasonably

believes they are material to the operation of the business of such Debtor, (ii) to preserve and maintain all rights in the Copyrights,

Patents and Trademarks, to the extent the Debtor reasonably believes they are material to the operations of the business of such Debtor

and (iii) to ensure that the Copyrights, Patents and Trademarks are and remain enforceable, to the extent the Debtor reasonably believes

they are material to the operations of the business of such Debtor. Any expenses incurred in connection with such Debtor’s obligations

under this Section 4.1(f) shall be borne by such Debtor. Except for any such items that a Debtor reasonably believes (using prudent industry

customs and practices) are no longer necessary for the on-going operations of its business, no Debtor shall abandon any material right

to file a patent, trademark or service mark application, or abandon any pending patent, trademark or service mark application or any

other Copyright, Patent or Trademark without the prior written consent of Secured Parties, which consent shall not be unreasonably withheld.

(f)

Further Identification of Collateral. Each Debtor will, when and as often as reasonably requested by the Secured Parties or their

Representative, furnish to the Secured Parties or such Representative, statements and schedules further identifying and describing the

Collateral and such other reports in connection with the Collateral as the Secured Parties or their Representative may reasonably request,

all in reasonable detail.

(g)

Investment Property. Each Debtor will take any and all actions required or requested by the Secured Parties, from time to time,

to (i) cause the Secured Parties to obtain exclusive control of any Investment Property owned by such Debtor in a manner acceptable to

the Secured Parties, and (ii) obtain from any issuers of Investment Property and such other Persons, for the benefit of the Secured Parties,

written confirmation of the Secured Parties’ control over such Investment Property. For purposes of this Section 4.1(g), the Secured

Parties shall have exclusive control of Investment Property if (i) such Investment Property consists of certificated securities and a

Debtor delivers such certificated securities to the Secured Parties (with appropriate endorsements if such certificated securities are

in registered form); (ii) such Investment Property consists of uncertificated securities and either (x) a Debtor delivers such uncertificated

securities to the Secured Parties or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the

Secured Parties, that it will comply with instructions originated by the Secured Parties without further consent by such Debtor, and

(iii) such Investment Property consists of security entitlements and either (x) the Secured Parties become the entitlement holders thereof

or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Collateral

Agent, that it will comply with entitlement orders originated by the Secured Parties without further consent by any Debtor. Notwithstanding

any pledge of Investment Property by any Debtor hereunder that constitutes equity securities, unless an Event of Default has occurred

and is continuing, such Debtor shall retain any voting or consent rights applicable thereto.

(h)

Commercial Tort Claims. Each Debtor shall promptly notify Secured Parties of any Commercial Tort Claim acquired by it that concerns

a claim in excess of $50,000 and unless otherwise consented to by Secured Parties, such Debtor shall enter into a supplement to this

Agreement granting to Secured Parties a Lien on and security interest in such Commercial Tort Claim.

4.2

Other Liens. Other than Permitted Liens, Debtors will not create, permit or suffer to exist, and will defend the Collateral against

and take such other action as is necessary to remove, any Lien on the Collateral except Permitted Liens, and will defend the right, title

and interest of the Secured Parties in and to the Collateral and in and to all Proceeds thereof against the claims and demands of all

Persons whatsoever, other than Permitted Liens.

4.3

Preservation of Rights. Whether or not any Event of Default has occurred or is continuing, the Secured Parties and their Representative

may, but shall not be required to, take any steps the Secured Parties or their Representative deems reasonably necessary or appropriate

to preserve any Collateral or any rights against third parties to any of the Collateral (other than Permitted Liens), including obtaining

insurance for the Collateral at any time when such Debtor has failed to do so, and Debtors shall promptly pay, or reimburse the Secured

Parties for, all reasonable expenses incurred in connection therewith.

4.4

Formation of Subsidiaries; Name Change; Location; Bailees.

(a)

No Debtor shall form or acquire any subsidiary unless (i) such Debtor pledges all of the stock or equity interests of such subsidiary

to the Secured Parties pursuant to an agreement in a form agreed to by the Collateral Agent, (ii) such subsidiary becomes a party to

this Agreement and all other applicable Security Documents and (iii) the formation or acquisition of such subsidiary is not prohibited

by the terms of the Transaction Documents.

(b)

No Debtor shall (i) reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is

incorporated or organized as of the date hereof, or (ii) otherwise change its name, identity or corporate structure, in each case, without

prior written notice to Collateral Agent. Each Debtor will notify Secured Parties promptly in writing prior to any such change in the

proposed use by such Debtor of any tradename or fictitious business name other than any such name set forth on Schedule II attached

hereto.

(c)

Except for the sale of Inventory in the ordinary course of business and other sales of assets expressly permitted by the terms of the

Loan Agreement, each Debtor will keep the Collateral at the locations specified in Schedule I. Each Debtor will give Secured Parties

thirty (30) days prior written notice of any change in such Debtor’s chief place of business or of any new location for any of

the Collateral.

(d)

If any Collateral is at any time in the possession or control of any warehousemen, bailee, consignee or processor, such Debtor shall,

upon the request of Secured Parties or their Representative, notify such warehousemen, bailee, consignee or processor of the Lien and

security interest created hereby and shall instruct such Person to hold all such Collateral for Secured Parties’ account subject

to Collateral Agent’s instructions.

(e)

Each Debtor authorizes the Lender to file Form UCC-1 financing statements against the Debtors listing the Collateral in the States of

Delaware, Florida and with respect to the Existing Subsidiary in Washington D.C. Each Debtor acknowledges that it is not authorized to

file any financing statement or amendment or termination statement with respect to any financing statement without the prior written

consent of Collateral Agent and agrees that it will not do so without the prior written consent of Collateral Agent, subject to such

Debtor’s rights under Section 9-509(d)(2) of the UCC.

4.5

Events of Default, Etc. During the period during which an Event of Default shall have occurred and be continuing:

(a)

each Debtor shall, at the request of the Secured Parties or their Representative, assemble the Collateral and make it available to Secured

Parties or their Representative at a place or places designated by the Secured Parties or their Representative which are reasonably convenient

to Secured Parties or their Representative, as applicable, and such Debtor;

(b)

the Secured Parties or their Representative may make any reasonable compromise or settlement deemed desirable with respect to any of

the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the

Collateral;

(c)

the Secured Parties shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether

or not said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies

to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted,

including, without limitation, the right, to the maximum extent permitted by law, to: (i) exercise all voting, consensual and other powers

of ownership pertaining to the Collateral as if the Secured Parties were the sole and absolute owner thereof (and each Debtor agrees

to take all such action as may be appropriate to give effect to such right) and (ii) the appointment of a receiver or receivers for all

or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral

or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the

Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and

all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights

of Secured Parties under this Agreement;

(d)

the Secured Parties or their Representative in its discretion may, in the name of the Secured Parties or in the name of a Debtor or otherwise,

demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the

Collateral, but shall be under no obligation to do so;

(e)

the Secured Parties may, upon reasonable notice (such reasonable notice to be determined by Collateral Agent in its sole and absolute

discretion, which shall not be less than ten (10) days), with respect to the Collateral or any part thereof which shall then be or shall

thereafter come into the possession, custody or control of the Secured Parties or their Representative, sell, lease, license, assign

or otherwise dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for cash

or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance

or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by

applicable statute and cannot be waived), and the Secured Parties or anyone else may be the purchaser, lessee, licensee, assignee or

recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale)

and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption

(statutory or otherwise), of Debtors, any such demand, notice and right or equity being hereby expressly waived and released. The Secured

Parties may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by

announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned;

and

(f)

the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies

or powers that the Secured Parties may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute

or agreement. The Secured Parties may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy

or power of the Secured Parties will be exclusive of or dependent on any other. The Secured Parties may exercise any of their rights,

remedies or powers separately or in combination and at any time.

The

proceeds of each collection, sale or other disposition under this Section 4.6 shall be applied in accordance with Section 4.8 hereof.

4.6

Deficiency and Surplus. If the proceeds of sale, collection or other realization of or upon the Collateral are insufficient to

cover the costs and expenses of such realization and the payment in full of the Obligations, Debtors shall remain jointly and severally

liable for any deficiency. If the proceeds of sale, collection or other realization of or upon the Collateral exceed the costs and expenses

of such realization and the payment in full of the Obligations, the Collateral Agent shall promptly remit any such surplus to the Debtors.

4.7

Private Sale. Each Debtor recognizes that the Secured Parties may be unable to effect a public sale of any or all of the Collateral

consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”),

and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers

who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view

to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other

terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable

for Secured Parties to engage in any such private sales or dispositions under such circumstances. The Secured Parties shall be under

no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act,

or under applicable state securities laws, even if Debtors would agree to do so. The Secured Parties shall not incur any liability as

a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially

reasonable manner, and so long as Secured Parties conduct such sale in a commercially reasonable manner each Debtor hereby waives any

claims against any Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private

sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations,

even if the Secured Parties accepts the first offer received and does not offer the Collateral to more than one offeree.

Each

Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any

portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs,

injunctions, decrees or awards of any and all courts or governmental instrumentalities, domestic or foreign, having jurisdiction over

any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained

in this Section 4.8 will cause irreparable injury to the Secured Parties, that the Secured Parties have no adequate remedy at law in

respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically

enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance

of such covenants except for a defense that no Event of Default has occurred and is continuing.

4.8

Application of Proceeds. The proceeds of any collection, sale or other realization of all or any part of the Collateral, and any

other cash at the time held by the Secured Parties under this Agreement, shall be applied to the Obligations based on the then outstanding

Default Amount due under the Note or as otherwise detailed on Section 4.8. Notwithstanding the foregoing, following an Event of

Default under the Note, the Lender or other Holder may sell Conversion Shares (up to the Maximum Conversion Shares) and apply the net

proceeds of such sale(s) to the reduction and payment of the Obligations.

4.9

Attorney - in - Fact. Each Debtor hereby irrevocably constitutes and appoints the Collateral Agent, with full power of substitution,

as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name

of such Debtor or in its own name, from time to time in the discretion of the Collateral Agent, for the purpose of carrying out the terms

of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may

be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any

security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality

of the foregoing, hereby gives the Collateral Agent the power and right, on behalf of such Debtor, without notice to or assent by such

Debtor (to the extent permitted by applicable law), to do the following, upon the occurrence and during the continuation of an Event

of Default under the Note:

(a)

to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable

to accomplish the purposes of this Agreement;

(b)

to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral

and, in the name of such Debtor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes,

acceptances or other Instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action

or proceeding in any court of law or equity or otherwise deemed appropriate by the Secured Parties for the purpose of collecting any

and all such moneys due under any Collateral whenever payable;

(c)

to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by

the terms of this Agreement and to pay all or any part of the premiums therefor;

(d)

to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder,

directly to the Secured Parties or as the Secured Parties shall direct, and to receive payment of and receipt for any and all moneys,

claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral;

(e)

to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments,

verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral;

(f)

to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the

Collateral or any part thereof and to enforce any other right in respect of any Collateral;

(g)

to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral;

(h)

to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges

or releases as the Secured Parties may deem appropriate;

(i)

to the extent that a Debtor’s authorization given in Section 4.1(a) of this Agreement is not sufficient to file such financing

statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in

substitution for a financing statement, as the Secured Parties may deem appropriate and to execute in such Debtor’s name such financing

statements and amendments thereto and continuation statements which may require such Debtor’s signature;

(j)

generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely

as though the Secured Parties were the absolute owners thereof for all purposes; and

(k)

to do, at the Secured Parties option and at such Debtor’s expense, at any time, or from time to time, all acts and things which

the Secured Parties reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event

of Default, realize upon the Collateral and the Secured Parties’ lien therein, in order to effect the intent of this Agreement,

all as fully and effectively as such Debtor might do.

Each

Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided

the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest

and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with

Section 4.12 hereof.

Each

Debtor also authorizes the Secured Parties, at any time from and after the occurrence and during the continuation of any Event of Default,

(x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such

Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral

provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the

Collateral.

4.10

Perfection. Prior to or concurrently with the execution and delivery of this Agreement, each Debtor shall:

(a)

file such financing statements, assignments for security and other documents in such offices as may be necessary or as the Secured Parties

or their Representative may request to perfect the security interests granted by Section 3 of this Agreement;

(b)

at any Secured Party’s request, deliver to the Secured Parties or their Representative the originals of all Instruments together

with, in the case of Instruments constituting promissory notes, allonges attached thereto showing such promissory notes to be payable

to the order of a blank payee;

(c)

deliver to the Secured Parties or their Representative the originals of all Motor Vehicle Titles, duly endorsed indicating the Secured

Parties’ interest therein as a lienholder, together with such other documents as may be required consistent with Section 4.1(c)

hereof to perfect the security interest granted by Section 3 in all such Motor Vehicles (if any).

(d)

If the Debtor has not done so, the Collateral Agent may do so at any later time at the sole cost of the Debtors.

4.11

Termination; Partial Release of Collateral. This Agreement and the Liens and security interests granted hereunder shall not terminate

until the full and complete performance and payment in full in cash of all such Obligations to Secured Parties, but excluding any inchoate

and unasserted indemnity obligations (i) in respect of the Transaction Documents, and (ii) with respect to which claims have been asserted

by Collateral Agent and/or Lender, whereupon the Secured Parties shall forthwith cause to be assigned, transferred and delivered, against

receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral to or on the order of Debtors. The

Secured Parties shall also execute and deliver to Debtors upon such termination and at Debtors’ expense such UCC termination statements,

certificates for terminating the liens on the Motor Vehicles (if any) and such other documentation as shall be reasonably requested by

Debtors to effect the termination and release of the Liens and security interests in favor of the Secured Parties affecting the Collateral.

Notwithstanding anything to the contrary in this Agreement, upon full and complete satisfaction of the Note, Debtors’ obligations

under this Agreement shall terminate and any Liens shall thereupon be void.

4.12

Further Assurances. At any time and from time to time, upon the written request of the Secured Parties or their Representative,

and at the sole expense of Debtors, Debtors will promptly and duly execute and deliver any and all such further instruments, documents

and agreements and take such further actions as the Secured Parties or their Representative may reasonably require in order for the Secured

Parties to obtain the full benefits of this Agreement and of the rights and powers herein granted in favor of the Secured Parties, including,

without limitation, using Debtors’ commercially reasonable efforts to secure all consents and approvals necessary or appropriate

for the assignment to the Secured Parties of any Collateral held by Debtors or in which a Debtor has any rights not heretofore assigned,

the filing of any financing or continuation statements under the UCC with respect to the liens and security interests granted hereby,

transferring Collateral to the Secured Parties’ possession, (if a security interest in such Collateral can be perfected by possession),

placing the interest of the Secured Parties as lienholder on the certificate of title of any Motor Vehicle, and obtaining waivers of

liens from landlords and mortgagees. Each Debtor also hereby authorizes the Secured Parties and their Representative to file any such

financing or continuation statement without the signature of such Debtor to the extent permitted by applicable law.

4.13

Limitation on Duty of Secured Parties and Collateral Agent. The powers conferred on the Secured Parties and/or Collateral Agent

under this Agreement are solely to protect the Secured Parties’ interest on behalf of themselves in the Collateral and shall not

impose any duty upon Secured Parties and/or the Collateral Agent to exercise any such powers. The Secured Parties and/or Collateral Agent

shall be accountable only for amounts that they actually receive as a result of the exercise of such powers and neither the Secured Parties,

their Representative, the Collateral Agent nor any of their respective officers, directors, employees or agents shall be responsible

to Debtors for any act or failure to act, except for gross negligence or willful misconduct. Without limiting the foregoing, the Secured

Parties, and/or Collateral Agent and any Representative shall be deemed to have exercised reasonable care in the custody and preservation

of the Collateral in their possession if such Collateral is accorded treatment substantially equivalent to that which the relevant Person,

in its individual capacity, accords its own property consisting of the type of Collateral involved, it being understood and agreed that

neither the Secured Party, the Collateral Agent nor any Representative shall have any responsibility for taking any necessary steps (other

than steps taken in accordance with the standard of care set forth above) to preserve rights against any Person with respect to any Collateral.

Also

without limiting the generality of the foregoing, neither the Secured Party, the Lender and/or Collateral Agent nor any Representative

shall have any obligation or liability under any Contract or license by reason of or arising out of this Agreement or the granting to

the Secured Parties of a security interest therein or assignment thereof or the receipt by the Secured Parties, the and/or Collateral

Agent or any Representative of any payment relating to any Contract or license pursuant hereto, nor shall the Secured Parties, the and/or

Collateral Agent nor any Representative be required or obligated in any manner to perform or fulfill any of the obligations of Debtors

under or pursuant to any Contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any

payment received by it or the sufficiency of any performance by any party under any Contract or license, or to present or file any claim,

or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which

it may be entitled at any time or times.

Section

5. Miscellaneous.

5.1

No Waiver. No failure on the part of any Secured Party, the Collateral Agent or any of its Representatives to exercise, and no

course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof,

nor shall any single or partial exercise by the Secured Parties, the Collateral Agent or any Representative of any right, power or remedy

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

The

rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently and are not exclusive of any rights

and remedies provided by law.

5.2

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

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

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

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

officers, shareholders, employees or agents) shall be commenced exclusively in the federal and state courts sitting in the County of

Salt Lake, Utah (the “Utah Courts”). Each Debtor hereby irrevocably submits to the exclusive jurisdiction of the Utah

Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed

herein (including with respect to the enforcement of any of this Agreement), and hereby irrevocably waives, and agrees not to assert

in any suit, Action or Proceeding, any claim that it is not personally subject to the jurisdiction of such Utah Courts, or such Utah

Courts are improper or inconvenient venue for such proceeding. Each Debtor hereby irrevocably waives personal service of process and

consents to process being served in any such suit, Action or Proceeding by mailing a copy thereof via registered or certified mail or

overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees

that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed

to limit in any way any right to serve process in any other manner permitted by applicable law. Each Debtor hereby irrevocably waives,

to the fullest extent permitted by applicable law, (a) any right to assert any claim of public policy of any state or jurisdiction to

contest the actions of the Secured Party and (b) any and all right to trial by jury in any legal proceeding arising out of or relating

to this Agreement or the transactions contemplated hereby. If any party shall commence an Action or Proceeding to enforce any provisions

of this Agreement, then the prevailing party in such Action or Proceeding shall be reimbursed by the other party for its attorney’s

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

5.3

Notices. All notices, approvals, requests, demands and other communications hereunder shall be delivered or made in the manner

set forth in, and shall be effective in accordance with the terms of, the Loan Agreement. Debtors and Collateral Agent may change their

respective notice addresses by written notice given to each other party five (5) days prior to the effectiveness of such change.

5.4

Amendments, Etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed

by the Debtor sought to be charged or benefited thereby and each of the Lender. Any such amendment or waiver shall be binding upon the

Secured Parties and the Debtor sought to be charged or benefited thereby and their respective successors and assigns.

5.5

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns

of each of the parties hereto, provided, that no Debtor shall assign or transfer its rights hereunder without the prior written consent

of each of the Secured Parties. Any Secured Party, including the Collateral Agent in its capacity as Collateral Agent, may assign its

rights hereunder without the consent of Debtors, in which event such assignee shall be deemed to be Secured Parties and/or Collateral

Agent, as applicable, hereunder with respect to such assigned rights.

5.6

Counterparts; Headings. This Agreement may be authenticated in any number of counterparts, all of which taken together shall constitute

one and the same instrument and any of the parties hereto may authenticate this Agreement by signing any such counterpart. This Agreement

may be authenticated by manual signature or facsimile, .pdf or similar electronic signature, all of which shall be equally valid. The

headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

5.7

Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted

by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in

favor of the Secured Parties and their Representative in order to carry out the intentions of the parties hereto as nearly as may be

possible and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability

of such provision in any other jurisdiction.

5.8

WAIVER OF RIGHT TO TRIAL BY JURY. EACH DEBTOR AND SECURED PARTIES WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY

CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION,

PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO

CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH DEBTOR AND SECURED PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED

BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY

JURY IS WAIVED BY OPERATION OF THIS SECTION 5.8 AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART,

TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,

RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

5.9

Joint and Several. The obligations, covenants and agreements of Debtors hereunder shall be the joint and several obligations,

covenants and agreements of each Debtor, whether or not specifically stated herein without preferences or distinction among them.

5.10

Collateral Agent and Secured Party Indemnification.

(a)

Each Secured Party has pursuant to the Loan Agreement designated and appointed the Lender as Collateral Agent and as the administrative

agent of such Secured Party under this Agreement and the related agreements.

(b)

Nothing in this Section 5.10 or elsewhere in this Agreement shall be deemed to limit or otherwise affect the rights of Secured Parties

or Lender to exercise any remedy provided in this Agreement or any other Transaction Document.

(c)

If pursuant to any related agreement Secured Parties are given the discretion to allocate proceeds received by Secured Parties pursuant

to the exercise of remedies under the related agreements or at law or in equity (including without limitation with respect to any secured

creditor remedies exercised against the Collateral and any other collateral security provided for under any related agreement), Secured

Parties shall apply such proceeds to the then outstanding Obligations in the following order of priority (with amounts received being

applied in the numerical order set forth below until exhausted prior to the application to the next succeeding category and each of the

Lender or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant

to clauses second, third and fourth below):

first,

to payment of fees, costs and expenses (including reasonable attorney’s fees) owing to the Secured Parties;

second,

to payment of all accrued unpaid interest and fees (other than fees owing to Collateral Agent) on the Obligations;

third,

to payment of principal of the Obligations;

fourth,

to payment of any other amounts owing constituting Obligations; and

fifth,

any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto.

5.11

No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express

their mutual intent, and no rules of strict construction will be applied against any party.

5.12

ENTIRE AGREEMENT; AMENDMENT. THIS AGREEMENT, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, SUPERSEDES ALL OTHER PRIOR ORAL

OR WRITTEN AGREEMENTS BETWEEN SECURED PARTIES, THE DEBTORS, THEIR AFFILIATES AND PERSONS ACTING ON THEIR BEHALF WITH RESPECT TO THE MATTERS

DISCUSSED HEREIN, AND THIS AGREEMENT, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS AND THE OTHER INSTRUMENTS REFERENCED HEREIN AND THEREIN,

CONTAIN 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 THE SECURED PARTIES NOR ANY DEBTOR MAKES ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING WITH

RESPECT TO SUCH MATTERS. AS OF THE DATE OF THIS AGREEMENT, THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE

MATTERS DISCUSSED HEREIN. NO PROVISION OF THIS AGREEMENT MAY BE AMENDED, MODIFIED OR SUPPLEMENTED OTHER THAN BY AN INSTRUMENT IN WRITING

SIGNED BY THE DEBTORS AND THE SECURED PARTIES.

Signature

pages follow

WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed and delivered as of the day and year first

above written.

DEBTOR:

CDT

EQUITY INC.

By:

/s/

Dr. Andrew Regan

Name:

Dr.

Andrew Regan

Title:

Chief

Executive Officer

LENDER

AND COLLATERAL AGENT:

J.J.

ASTOR & CO.

By:

/s/

Michael Pope

Michael

R. Pope, CEO

EXHIBIT

Form of Joinder

Joinder

to Security Agreement

The

undersigned, _______________________, hereby joins in the execution of that certain Security Agreement dated as of June [*], 2026 (as amended, restated,

supplemented or otherwise modified from time to time, the “Security Agreement”) by and between (1) each subsidiary of CDT

Equity Inc., a Delaware corporation (the “Company”) and its “Existing Subsidiary” signatory thereto (each, a

“Debtor”), on the one hand, and (2) J.J. Astor & Co., in its capacity as Collateral Agent for the benefit of itself as

Lender and any other Lender, on the other hand (each, together with its respective successors and assigns, a “Secured Party,”

and collectively the “Secured Parties”). By executing this Joinder, the undersigned hereby agrees that it is an additional

“Debtor” under the Security Agreement, and agrees to be bound by all of the terms and provisions thereof. The undersigned

represents and warrants that the representations and warranties set forth in the Security Agreement are, with respect to the undersigned,

true and correct as of the date hereof.

The

undersigned represents and warrants to Secured Parties that:

(a)

all of the Equipment, Inventory and Goods owned by such Debtor are located at the places as specified on Schedule I and such Debtor

conducts business in the jurisdiction set forth on Schedule I;

(b)

except as disclosed on Schedule I, none of such Collateral is in the possession of any bailee, warehousemen, processor or consignee;

(c)

the chief place of business, chief executive office and the office where such Debtor keeps its books and records are located at the place

specified on Schedule I;

(d)

such Debtor (including any Person acquired by such Debtor) does not do business or has not done business during the past five years under

any tradename or fictitious business name, except as disclosed on Schedule II;

(e)

all Copyrights, Patents and Trademarks owned or licensed by the undersigned are listed in Schedules III, IV and V, respectively;

(f)

all Commercial Tort Claims of such Debtor are listed on Schedule VI;

(g)

all Equipment (including Motor Vehicles) owned by such Debtor are listed on Schedule VII.

[ADDITIONAL

DEBTOR]

By:

Name:

Title:

EX-10.5

Filename: ex10-5.htm · Sequence: 7

Exhibit

10.5

SUBSIDIARY

GUARANTEE

THIS

SUBSIDIARY GUARANTEE, dated as of June 11, 2026 (this “Guarantee”), made by each of CDT Equity Ltd., a United

Kingdom corporation, located at 80-83 Long Lane, London, England, EC1A 9ET (together with any other entity that may become a party hereto

as an Additional Guarantor as provided in Annex 1 hereto (individually and collectively the “Guarantor”)), in favor

of J.J. Astor & Co., a Utah corporation (together with its permitted assigns, the “Lender”), to that certain

Loan Agreement, dated as of June 11, 2026, by and among CDT Equity Inc., a Delaware corporation (the “Company”),

and the Lender (the “Loan Agreement”).

I T N E S S E T H:

WHEREAS,

the Lender and the Company are parties to the Loan Agreement (as hereafter defined) pursuant to which such Lender may make a loan to

the Company in the Funding Amount of the sum of $1,460,000, less a $58,400 Origination Fee to be retained by the Lender (the “Loan”),

the proceeds of which shall be used as provided in the Loan Agreement and the Flow of Funds Agreement dated June 11, 2026, and in consideration

for such Loan the Lender shall receive from the Company an original issue discount senior secured installment promissory note in original

aggregate principal amount of $1,971,000 (together with any promissory note or other securities issued in exchange or substitution therefor

or replacement thereof, and as any of the same may be amended, supplemented, restated or modified and in effect from time to time, the

“Note”); and

WHEREAS,

the Guarantor will directly benefit from the extension of the Loan to the Company represented by the issuance of the Note;

NOW,

THEREFORE, in consideration of the premises and to induce the Lender to enter into the Loan Agreement and to carry out the transactions

contemplated thereby, the Guarantor hereby agrees with the Lender as follows:

Definitions. Unless otherwise defined herein, terms defined in the Loan Agreement and the Note, when used herein, shall have

the meanings given to them in the Loan Agreement and the Note. The words “hereof,” “herein,” “hereto”

and “hereunder” and words of similar import when used in this Guarantee shall refer to this Guarantee as a whole and

not to any particular provision of this Guarantee, and Section and Schedule references are to this Guarantee unless otherwise specified.

The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The following

terms shall have the following meanings:

“Guarantee”

means this Subsidiary Guarantee, as the same may be amended, supplemented or otherwise modified from time to time.

“Obligations”

means, in addition to all other costs and expenses of collection incurred by Lender in enforcing any of such “Obligations”

(as defined in the Note) and/or this Guarantee, all of the liabilities and obligations (primary, secondary, direct, contingent, sole,

joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing to, of the Company or any

Guarantor to the Lender under the Loan Agreement, this Guarantee, the Note, the Security Agreement and/or any other Transaction Documents,

instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or

hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not

jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and

all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered

directly or indirectly from the Lender as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented,

converted, extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations”

shall include, without limitation: (i) principal of, and interest on the Note and the Loan extended pursuant thereto (including the Default

Payments), (ii) any and all other fees, indemnities, costs, obligations and liabilities of the Company or any Guarantor from time to

time under or in connection with the Loan Agreement, this Guarantee, the Note, the other Transaction Documents and any other instruments,

agreements or other documents executed and/or delivered in connection herewith or therewith, (iii) all covenants and agreements of the

Loan Parties under the Transaction Documents and (iv) all amounts (including but not limited to post-petition interest) in respect of

the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due

to the existence of a bankruptcy, reorganization or similar proceeding involving the Company or any Guarantor.

Guarantee.

(a)

Guarantee.

(i)

The undersigned Guarantor does hereby unconditionally and irrevocably, guarantees to the Lender and their respective Affiliates, successors,

endorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration

or otherwise) of the Obligations.

(ii)

The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor

hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Lender hereunder.

(iii)

The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations

of the Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full.

(iv)

No payment made by the Company, the Guarantor, any other guarantor or any other Person or received or collected by the Lender from the

Company, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation

or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release

or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made

by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations),

remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid

in full.

(v)

Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance

of which by the Guarantor is not reasonably possible (e.g., the issuance of the Company’s Common Stock), the Guarantor shall only

be liable for making the Lender whole on a monetary basis for the Company’s failure to perform such Obligations in accordance with

the Transaction Documents.

(b)

Right of Contribution. Subject to Section 2(c), the Guarantor agrees that to the extent that a Guarantor shall have paid

more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from

and against any Guarantor hereunder which has not paid its proportionate share of such payment. The Guarantor’s right of contribution

shall be subject to the terms and conditions of Section 2(c). The provisions of this Section 2(b) shall in no respect limit

the obligations and liabilities of any Guarantor to the Lender and the Guarantor shall remain liable to the Lender for the full amount

guaranteed by such Guarantor hereunder until the indefeasible repayment in full of all amounts owed under the Loan Agreement, the Note

and the other Transaction Documents.

(c)

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor

by the Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Lender against the Company or any Guarantor

or any collateral security or guarantee or right of offset held by the Lender for the payment of the Obligations, nor shall any Guarantor

seek or be entitled to seek any contribution or reimbursement from the Company or any Guarantor in respect of payments made by such Guarantor

hereunder, until all amounts owing to the Lender by the Company on account of the Obligations are indefeasibly paid in full. If any amount

shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid

in full, such amount shall be held by such Guarantor in trust for the Lender, segregated from other funds of such Guarantor, and shall,

forthwith upon receipt by such Guarantor, be turned over to the Lender in the exact form received by such Guarantor (duly indorsed by

such Guarantor to the Lender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the

Lender may determine.

(d)

Amendments, Etc. With Respect to the Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any

reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of

the Obligations made by the Lender may be rescinded by the Lender and any of the Obligations continued, and the Obligations, or the liability

of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto,

may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or

released by the Lender, and the Loan Agreement and the other Transaction Documents and any other documents executed and delivered in

connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Lender may deem advisable from

time to time, and any collateral security, guarantee or right of offset at any time held by the Lender for the payment of the Obligations

may be sold, exchanged, waived, surrendered or released. The Lender shall have no obligation to protect, secure, perfect or insure any

Lien at any time held by them as security for the Obligations or for the guarantee contained in this Section 2 or any property

subject thereto.

(e)

Guarantee Absolute and Unconditional. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any

of the Obligations and notice of or proof of reliance by the Lender upon the guarantee contained in this Section 2 or acceptance

of the guarantee contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created,

contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2 ;

and all dealings between the Company and the Guarantor, on the one hand, and the Lender, on the other hand, likewise shall be conclusively

presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Guarantor waives to

the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company

or the Guarantor with respect to the Obligations. The Guarantor understands and agrees that the guarantee contained in this Section

2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to: (a) the

validity or enforceability of the Loan Agreement or any other Transaction Document, any of the Obligations or any other collateral security

therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Lender, (b) any defense, set-off

or counterclaim (other than a defense of payment or performance or fraud by Lender) which may at any time be available to or be asserted

by the Company or any other Person against the Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge

of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company

for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance.

When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Lender may, but shall

be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company,

any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect

thereto, and any failure by the Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from

the Company, any Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right

of offset, or any release of the Company, any Guarantor or any other Person or any such collateral security, guarantee or right of offset,

shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether

express, implied or available as a matter of law, of the Lender against any Guarantor. For the purposes hereof, “demand”

shall include the commencement and continuance of any legal proceedings.

(f)

Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may

be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by

the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any Guarantor, or upon or as

a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any Guarantor

or any substantial part of its property, or otherwise, all as though such payments had not been made.

(g)

Payments. The Guarantor hereby guarantees that payments hereunder will be paid to the Lender without set-off or counterclaim in

U.S. dollars at the address set forth or referred to in the Signature Pages to the Loan Agreement.

Representations and Warranties. The Guarantor hereby makes the following representations and warranties to Lender as of the date

hereof:

(a)

Organization and Qualification. Such Guarantor is duly organized, validly existing and in good standing under the laws of the

applicable jurisdiction of its incorporation or other organization, with the requisite corporate power and authority to own and use its

properties and assets and to carry on its business as currently conducted. The Guarantor has no Subsidiaries. The Guarantor is duly qualified

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

property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case

may be, could not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of any of this Guarantee

in any material respect, (y) have a material adverse effect on the results of operations, assets, prospects, or financial condition of

the Guarantor, or (z) adversely impair in any material respect the Guarantor’s ability to perform fully on a timely basis its obligations

under this Guarantee (a “Material Adverse Effect”).

(b)

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

contemplated by this Guarantee, and otherwise to carry out its obligations hereunder. The execution and delivery of this Guarantee by

the Guarantor and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite corporate

action on the part of the Guarantor. This Guarantee has been duly executed and delivered by the Guarantor and constitutes the valid and

binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as such enforceability may

be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally

the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

(c)

No Conflicts. Except as disclosed in the Disclosure Schedules to the Loan Agreement, the execution, delivery and performance of this

Guarantee by the Guarantor and the consummation by the Guarantor of the transactions contemplated hereby do not and will not: (i) conflict

with or violate any provision of its Certificate of Incorporation or By-laws or (ii) conflict with, constitute a default (or an event

which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration

or cancellation of, any agreement, indenture or instrument to which the Guarantor is a party, or (iii) result in a violation of any law,

rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Guarantor

is subject (including Federal and State securities laws and regulations), or by which any material property or asset of the Guarantor

is bound or affected, except in the case of each of clauses (ii) and (iii), such conflicts, defaults, terminations, amendments, accelerations,

cancellations and violations as could not, individually or in the aggregate, have or result in a Material Adverse Effect. The business

of the Guarantor is not being conducted in violation of any law, ordinance or regulation of any governmental authority, except for violations

which, individually or in the aggregate, do not have a Material Adverse Effect.

(d)

Consents and Approvals. Except as disclosed in the Disclosure Schedules to the Loan Agreement, the Guarantor is not required to obtain

any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local, foreign

or other governmental authority or other person in connection with the execution, delivery and performance by the Guarantor of this Guarantee.

(e)

Loan Agreement. The representations and warranties of the Company set forth in the Loan Agreement as they relate to such Guarantor,

each of which is hereby incorporated herein by reference, are true and correct as of each time such representations are deemed to be

made pursuant to such Loan Agreement, and the Lender shall be entitled to rely on each of them as if they were fully set forth herein,

provided that each reference in each such representation and warranty to the Company’s knowledge shall, for the purposes of this

Section 3, be deemed to be a reference to such Guarantor’s knowledge.

Covenants.

(a)

The Guarantor covenants and agrees with the Lender that, from and after the date of this Guarantee until the Obligations shall have been

indefeasibly paid in full, such Guarantor shall take, and/or shall refrain from taking, as the case may be, each commercially reasonable

action that is necessary to be taken or not taken, as the case may be, so that no Event of Default (as defined in the Note) is caused

by the failure to take such action or to refrain from taking such action by such Guarantor.

(b)

So long as any of the Obligations are outstanding, unless the Lender shall otherwise consent in writing in advance, the Guarantor will

not directly or indirectly on or after the date of this Guarantee:

other than Permitted Indebtedness (as defined in the Loan Agreement and the Note), enter into, create, incur, assume or suffer to exist

any indebtedness for borrowed money of any kind, including but not limited to, a guarantee, on or with respect to any of its property

or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom; other than Permitted Liens, enter

into, create, incur, assume or suffer to exist any liens of any kind, on or with respect to any of its property or assets now owned or

hereafter acquired or any interest therein or any income or profits therefrom;

ii.

amend its certificate of formation, limited liability company agreement or other governing documents without the prior written consent

of the Lender in the exercise of its sole discretion;

iii.

repay, repurchase or offer to repay, repurchase or otherwise acquire shares of its securities or debt obligations, except as expressly

permitted in the Loan Agreement or the Note;

iv.

pay cash dividends on any equity securities of such Guarantor other than dividends paid to another Guarantor or to the Company;

enter into any transaction with any Affiliate of the Guarantor (other than the Company) which would be required to be disclosed in any

public filing of the Company with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved

by the Lender and a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for board approval);

vi.

enter into any agreement with respect to any of the foregoing.

Miscellaneous.

(a)

Amendments in Writing. None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified

except in writing by the Lender holding a majority in principal amount of the outstanding Note.

(b)

Notices. All notices, requests and demands to or upon the Lender or any Guarantor hereunder shall be effected in the manner provided

for in the Loan Agreement, provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor

at its notice address set forth on Schedule 5(b).

(c)

No Waiver By Course Of Conduct; Cumulative Remedies. The Lender shall not by any act (except by a written instrument pursuant

to Section 5(a)), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced

in any default under the Transaction Documents or Event of Default. No failure to exercise, nor any delay in exercising, on the part

of the Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right,

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

A waiver by the Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which

the Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly

or concurrently and are not exclusive of any other rights or remedies provided by law.

(d)

Enforcement Expenses; Indemnification.

(i)

The Guarantor agrees to pay, or reimburse the Lender for, all its costs and expenses incurred in collecting against such Guarantor under

the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction

Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the

Lender.

(ii)

The Guarantor agrees to pay, and to save the Lender harmless from, any and all liabilities with respect to, or resulting from any delay

in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of

the transactions contemplated by this Guarantee.

(iii)

The Guarantor agrees to pay, and to save the Lender harmless from, any and all liabilities, obligations, losses, damages, penalties,

actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery,

enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Loan

Agreement.

(iv)

The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Loan Agreement and

the other Transaction Documents.

(e)

Successors and Assigns. This Guarantee shall be binding upon the successors and assigns of the Guarantor and shall inure to the

benefit of the Lender and its respective successors and assigns; provided that no Guarantor may assign, transfer or delegate any of its

rights or obligations under this Guarantee without the prior written consent of the Lender.

(f)

Set-Off. The Guarantor hereby irrevocably authorizes the Lender at any time and from time to time while an Event of Default under

any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any Guarantor, any such notice

being expressly waived by the Guarantor, to set-off and appropriate and apply any and all deposits, credits, indebtedness or claims,

in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by

such Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as such Lender may elect, against

and on account of the obligations and liabilities of such Guarantor to the Lender hereunder and claims of every nature and description

of such Lender against such Guarantor, in any currency, whether arising hereunder, under the Loan Agreement, any other Transaction Document

or otherwise, as such Lender may elect, whether or not such Lender has made any demand for payment and although such obligations, liabilities

and claims may be contingent or unmatured. The Lender shall notify such Guarantor and the Agent named in the Security Agreement promptly

of any such set-off and the application made by such Lender of the proceeds thereof, provided that the failure to give such notice shall

not affect the validity of such set-off and application. The rights of the Lender under this Section are in addition to other rights

and remedies (including, without limitation, other rights of set-off) which the Lender may have.

(g)

Counterparts. This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate counterparts

(including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

(h)

Severability. Any provision of this Guarantee which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,

be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such

prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(i)

Section Headings. The Section headings used in this Guarantee are for convenience of reference only and are not to affect the construction

hereof or be taken into consideration in the interpretation hereof.

(j)

Integration. This Guarantee and the other Transaction Documents represent the agreement of the Guarantor and the Lender with respect

to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Lender relative

to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Transaction Documents.

(k)

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

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

of laws thereof. The Guarantor agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions

contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers,

shareholders, employees or agents) shall be commenced exclusively in the federal and state courts sitting in the County of Salt Lake,

Utah (the “Utah Courts”). The Guarantor hereby irrevocably submits to the exclusive jurisdiction of the Utah Courts

for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein

(including with respect to the enforcement of any of this Guarantee), and hereby irrevocably waives, and agrees not to assert in any

suit, Action or Proceeding, any claim that it is not personally subject to the jurisdiction of such Utah Courts, or such Utah Courts

are improper or inconvenient venue for such proceeding. The Guarantor hereby irrevocably waives personal service of process and consents

to process being served in any such suit, Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight

delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Guarantee and agrees that such

service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit

in any way any right to serve process in any other manner permitted by applicable law. The Guarantor hereby irrevocably waives, to the

fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to

this Guarantee or the transactions contemplated hereby. If any party shall commence an Action or Proceeding to enforce any provisions

of this Guarantee, then the prevailing party in such Action or Proceeding shall be reimbursed by the other party for its attorney’s

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

(l)

Acknowledgements. The Guarantor hereby acknowledges that:

(i)

it has been advised by counsel in the negotiation, execution and delivery of this Guarantee and the other Transaction Documents to which

it is a party;

(ii)

the Lender has no fiduciary relationship with or duty to any Guarantor arising out of or in connection with this Guarantee or any of

the other Transaction Documents, and the relationship between the Guarantor, on the one hand, and the Lender, on the other hand, in connection

herewith or therewith is solely that of debtor and creditor; and

(iii)

no joint venture is created hereby or by the other Transaction Documents or otherwise exists by virtue of the transactions contemplated

hereby among the Guarantor and the Lender.

(m)

Additional Guarantor. The Company shall cause each of its subsidiaries formed or acquired on or subsequent to the date hereof

to become a Guarantor for all purposes of this Guarantee by executing and delivering an Assumption Agreement in the form of Annex

1 hereto. In addition, upon the occurrence and during the continuation of an Event of Default under the Loan Documents, the Foreign Subsidiaries

of the Company shall become Guarantor for all purposes of this Guarantee and shall execute and deliver the Assumption Agreement in the

form of Annex 1 hereto.

(n)

Release of Guarantor. The Guarantor will be released from all liability hereunder concurrently with the indefeasible repayment

in full of all amounts owed under the Loan Agreement, the Note and the other Transaction Documents.

(o)

Seniority. The Obligations of each of the Guarantor hereunder rank senior in priority to any other Indebtedness (as defined in

the Loan Agreement) of such Guarantor.

(p)

WAIVER OF JURY TRIAL. GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE LENDER, HEREBY IRREVOCABLY AND UNCONDITIONALLY

WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM THEREIN.

(q)

Completeness. By its execution of this Guarantee, the Company represents, warrants and covenants that the undersigned entities

designated as Guarantor are all of the Subsidiaries of the Company.

(Signature

Pages Follow)

WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered as of the date first above written.

CDT Equity Ltd.

By:

/s/

James Bligh

Name:

James

Bligh

Title:

Managing

Director

ACCEPTED

AND AGREED TO:

CDT EQUITY INC.

By:

/s/

Dr. Andrew Regan

Name:

Dr.

Andrew Regan

Title:

Chief

Executive Officer

Annex

1 to

SUBSIDIARY

GUARANTEE

ASSUMPTION

AGREEMENT, dated as of ______________, 202___ is made by , a (the “Additional Guarantor”), in favor of the Lender pursuant to the Loan

Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Loan Agreement.

I T N E S S E T H :

WHEREAS,

CDT Equity Inc., a Delaware corporation (the “Company”), and the Lender have entered into that certain Loan Agreement,

dated as of June 11, 2026 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”);

WHEREAS,

in connection with the Loan Agreement, CDT Equity Ltd., a United Kingdom corporation and a Subsidiary of the Company has entered

into the Subsidiary Guarantee, dated as of June 11, 2026 (as amended, supplemented or otherwise modified from time to time, the “Guarantee”)

in favor of the Lender;

WHEREAS,

the Loan Agreement requires the Additional Guarantor to become a party to the Guarantee; and

WHEREAS,

the Additional Guarantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee;

NOW,

THEREFORE, IT IS AGREED:

Guarantee. By executing and delivering this Assumption Agreement, the Additional Guarantor, as provided in Section 5(m) of

the Guarantee, hereby becomes a party to the Guarantee as a Guarantor thereunder with the same force and effect as if originally named

therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities

of a Guarantor thereunder. The Additional Guarantor hereby represents and warrants that each of the representations and warranties contained

in Section 3 of the Guarantee is true and correct on and as of the date hereof as to such Additional Guarantor (after giving effect

to this Assumption Agreement) as if made on and as of such date.

Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE

STATE OF UTAH.

WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

By:

Name:

Title:

EX-99.1

Filename: ex99-1.htm · Sequence: 8

Exhibit

99.1

CDT

Equity Announces Debt Update and New Loan Facility

NAPLES,

Fla. and CAMBRIDGE, United Kingdom, June 16, 2026 (GLOBE NEWSWIRE) -- CDT Equity Inc. (Nasdaq: CDT) (“CDT” or the

“Company”), today announced that it has re-structured its debt, agreeing to pay off all outstanding amounts due under

its Loan Notes with Alliance Global Partners (“A.G.P.”) and Ascent Partners, and entering into a new Loan Agreement with

JJ Astor for up to $1,460,000.

The

A.G.P. Convertible Loan Note originally entered into in December 2024, had a principal amount of $5,737,500, which was repaid in full

as of the beginning of June. In addition, the Company will repay $555,555.56 (exclusive of interest), pursuant to the Promissory Note

with Ascent Partners entered into on March 3, 2026.

Collectively,

these repayments will eliminate more than $6.3 million of legacy financing obligations and liabilities from the Company’s balance

sheet and significantly simplified its capital structure.

June 11, 2026 the Company entered into a Loan Agreement with JJ Astor & Co (the “Lender”) for up to $1,460,000 to support

working capital requirements as CDT continues to execute on its strategic objectives. The Lender has funded the first tranche of approximately

$268k, the balance of which is subject to certain conditions the Company expects to satisfy in June 2026. Following the repayment of

the A.G.P. and Ascent obligations, the JJ Astor facility represents the Company’s sole loan facility.

“The

repayment of these legacy obligations represents an important milestone for CDT,” said Dr. Andrew Regan, Chief Executive Officer

of CDT Equity. “We have materially strengthened our balance sheet, reduced outstanding debt by over $4M since the beginning of

2025, and positioned the Company to focus on executing its strategy and creating long-term shareholder value.”

The

Company believes that the elimination of these historical obligations provides greater financial flexibility as it advances its intellectual

property portfolio, strategic partnerships and broader corporate development initiatives.

About

CDT Equity Inc.

CDT

Equity Inc. (NASDAQ: CDT) is a data-driven biopharmaceutical development company focused on identifying, enhancing, and advancing

high-potential therapeutic assets through scientific innovation and strategic partnerships. Originally established as Conduit Pharmaceuticals,

the company has evolved into a broader, more agile platform that leverages artificial intelligence, solid-form chemistry, and efficient

asset repositioning to accelerate the development of novel treatments. Looking ahead, CDT are committed to creating shareholder value

through licensing, strategic M&A, and positioning the company as a platform for transformative innovation.

Cautionary

Statement Regarding Forward-Looking Statements

This

press release contains certain forward-looking statements within the meaning of the federal securities laws. All statements other than

statements of historical facts contained in this press release, including statements regarding CDT’s future results of operations

and financial position, CDT’s business strategy, prospective product candidates, product approvals, research and development cost

timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated

studies and business endeavors with third parties, and future results of current and anticipated product candidates, are forward-looking

statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”

“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”

“plan,” “may,” “should,” “will,” “would,” “will be,” “will

continue,” “will likely result,” and similar expressions. These forward-looking statements are subject to a number

of risks, uncertainties and assumptions, including, but not limited to; the effect that the reverse stock split may have on the price

of the Company’s common stock; the ability or inability to maintain the listing of CDT’s securities on Nasdaq; the ability

to recognize the anticipated benefits of the business combination completed in September 2023, which may be affected by, among other

things, competition; the ability of the combined company to grow and manage growth economically and hire and retain key employees; the

risks that CDT’s product candidates in development fail clinical trials or are not approved by the U.S. Food and Drug Administration

or other applicable authorities on a timely basis or at all; changes in applicable laws or regulations; the possibility that CDT may

be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties identified in other

filings made by CDT with the U.S. Securities and Exchange Commission. Moreover, CDT operates in a very competitive and rapidly changing

environment. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted

or quantified and some of which are beyond CDT’s control, you should not rely on these forward-looking statements as predictions

of future events.

Forward-looking

statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and

except as required by law, CDT assumes no obligation and does not intend to update or revise these forward-looking statements, whether

as a result of new information, future events, or otherwise. CDT gives no assurance that it will achieve its expectations.

Investors

CDT Equity Inc.

Info@cdtequity.com

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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