THIS NOTE PURCHASE AGREEMENT (the "Agreemnis made on 30 November 2024

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)

Whereas

A.  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 the 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 Note

(a) Sale and Purchase.  Subject the terms and conditions herein, the Company will issue and sell to the Investor, and the Investor agrees to purchase from the Company, a convertible promissory note for the principal amount as outlined in Schedule I of this Agreement ("Note")

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

(c) Delivery. At the Closing, the Company will deliver the Note to the Investor, against receipt by the Company of the purchase price as set forth in Schedule 1 (the “Purchase Price”). The Note will be registered in the Investor’s name in the Company’s records.

(d) Use of Proceeds. The proceeds of the Note shall be used by the Company for working capital and general corporate purposes.

(e) Payments. The Company will pay or cause to be paid the principal of and interest on the Note at the times and places and in the manner specified in the Note.

2. Representations and Warranties of the Company. The Company represents and warrants to each Investor that:

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