THIS NOTE PURCHASE AGREEMENT (the "Agreemnis made on 07 January 2025

Between

(1)            PARTY_1_NAME whose principal place of business is at PARTY_1_ADDRESS_SINGLE_LINE (the Company)

(2)            PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE (the Investor)

(3)    PARTY_3_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE (the Investor),

Each of the investors, individually referred to as an "Investor" and collectively as the "Investors"

Whereas

A.  Each the Investor intends to purchase from the Company a convertible promissory note in the principal amount as set out in Schedule I hereto.

B. The Company has agreed to issue, and each Investor has agreed to purchase, the convertible promissory note on the terms detailed in this Agreement

It is agreed as follows:

1. The Issuance of Notes

(a) Sale and Purchase.  Subject the terms and conditions herein, the Company will issue and sell to each of the Investors, and each of the Investors severally agrees to purchase, a convertible promissory note  for the principal amount as outlined in Schedule I of this Agreement (each, a “Note” and, collectively, the “Notes”)>. The parties understand acknowledge that the obligations of the Investors to purchase Notes are several and not joint.  

(b) Closing. The sale and purchase of the Notes shall take place at a closing (the “Closing”) to be held at such place and time as the Company and the Investors may determine (the “Closing Date”).

(c) Delivery. At the Closing, the Company will deliver to each of the Investors the Note to be purchased by such Investor, against receipt by the Company of the corresponding purchase price set forth in Exhibit (the “Purchase Price”). Each of the Notes will be registered in such Investor’s name in the Company’s records.

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