Exhibit 3.1

Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit www.coloradosos.gov. ABOVE SPACE FOR OFFICE USE ONLY Articles of Amendment filed pursuant to † 7 - 90 - 301, et seq. and † 7 - 110 - 106 of the Colorado Revised Statutes (C.R.S.) 1. For the entity, its ID number and entity name are ID number Entity name 2. The new entity name (if applicable) is 20031067720 (Colorado Secretary of State ID number) CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC. . . ☐ 3. (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains additional amendments or other information. 4. If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment. 5. ( Caution : Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document is/are . (mm/dd/yyyy hour:minute am/pm) Notice : Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that such document is such individual's act and deed, or that such individual in good faith believes such document is the act and deed of the person on whose behalf such individual is causing such document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent documents and the organic statutes, and that such individual in good faith believes the facts stated in such document are true and such document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is identified in this document as one who has caused it to be delivered. 6. The true name and mailing address of the individual causing the document to be delivered for filing are (Last) (First) (Middle) (Suffix) 2999 Bloomfield Park Drive (Street name and number or Post Office Box information) West Bloomfield _ MI 48323 (City) (State) (Postal/Zip Code) (Province – if applicable) (Country – if not US) Miller Barry J United States Colorado Secretary of State ID#: 20031067720 Document #: 20241846448 Filed on: 08/12/2024 08:00:24 AM Paid: $25.00 AMD_PC Page 1 of 2 Rev. 12/20/2016

☐ (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s). AMD_PC Page 2 of 2 Rev. 12/20/2016

Section (b) of ARTICLE VII of the Restated Articles of Incorporation is amended to read as follows: (b) Series B Preferred Stock . There is hereby designated and established a series of preferred stock entitled Series B Preferred Stock (the “Series B Preferred Stock”), the preferences, limitations, and relative rights of which are as follows : (1) Amount and Par Value . The Series B Preferred Stock shall comprise two thousand ( 2 , 000 shares) of preferred stock, which shall be without par value . (2) Rank . The Series B Preferred Stock shall be senior to the Common Stock and the Series A Preferred Stock and shall have such preferences, limitations, and relative rights with respect to a series of preferred stock that may hereafter be designated as the board of directors may determine, provided that the voting rights of the Series B Preferred Stock set forth in Section (b)( 6 ) of this Article VIII shall not be diminished without the unanimous consent of all of the holders of the Series B Preferred Stock . (3) Dividends and Distributions . The Series B Preferred Stock shall not be entitled to receive any dividend or distribution whatsoever . (4) Liquidation . If a Liquidation Event shall occur, the shares of Series B Preferred Stock shall not be entitled to receive any distribution of cash or other property whatsoever . (5) Redemption . The Series B Preferred Stock shall not be redeemable at the option of the holder or the Corporation . (6) Voting . The holders of the Series B Preferred Stock shall vote as a group with the holders of all other classes and series of the Corporation’s capital stock and shall have sixty percent ( 60 % ) of the voting power of the Corporation on all matters presented to shareholders for their consideration and action, except that the holders of the Series B Preferred Stock shall vote as a separate voting group on all matters affecting their rights as such or as otherwise specified in the CBCA . (7) Conversion . The holders of Series B Preferred Stock shall have no conversion rights . (8) Certain Actions . No merger, consolidation, sale of all or substantially all of the Corporation’s assets or amendment or restatement of the Articles of Incorporation shall be authorized without the favorable vote of the holders of the Series B Preferred Stock voting as a separate voting group, except in the case of the merger of a subsidiary with and into the Corporation in which the Corporation is the surviving entity . No series of preferred stock having voting rights equal or superior to the voting rights of the Series B Preferred Stock shall be designated without the unanimous vote of all of the holders thereof .

Exhibit 10.1

AGREEMENT

THIS AGREEMENT is made and entered into as of August 19, 2024, by and among CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC., a Colorado corporation (the “Company”), the address of which is 6201 Bonhomme Rd., Suite 435N, Houston, TX 77036, JOHN JONES (“Jones”), 19 Manor Drive Pensacola, FL 32507, and BARBARA KAMIENSKI, whose address is 19 Manor Drive Pensacola, FL 32507 (“Kamienski”).

RECITALS:

WHEREAS, the parties wish to enter into this agreement to outline the terms and conditions of their business relationship; and

WHEREAS, VITA BIOTECH RESEARCH LLC (“Vita”) and ALPHA RESEARCH

INSTITUTE LLC, a wholly owned subsidiary of the Company (“Alpha”), have entered into a Master Research Agreement, dated May 1, 2024, under which Alpha will provide certain services to Vita (the “MRA”); and

WHEREAS, the Company has made a Promissory Note, dated March 14, 2024, in the principal amount of $66,000.00 in favor of 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Diagonal Note”); and

WHEREAS Jones has paid the Company $15,000 that the Company used to pay that amount to Regain Group LLC (“Regain”) under an agreement by and among Amerifund Group LLC, the Company, Alpha Academy Of Science LLC, Pharmacology University Inc. and Dante Picazo; and

WHEREAS, Jones has agreed to invest $250,000 in Vita at the rate of $50,000.00 per month, of which he has advanced $150,000.00 on the date hereof; and

WHEREAS, the Company made a promissory note in the principal amount of $291,451.25, dated April 30, 2024, in favor of Jones and Kamienski (the “Jones Note”),

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

In the event that the Company is unable to make the initial payment of $37,500.00 under the Diagonal Note on the date when it is due, Jones will make such payment.

The interest rate on the Jones Note is hereby reduced to 30% annually (2.5% monthly). The reduced interest rate shall be effective as of the date of the Jones Note and (i) the amount of interest accrued thereunder shall be reduced accordingly and (ii) any payments of interest heretofore made on the Jones Note shall, to the extent that they exceed the reduced interest rate, be applied to the unpaid principal of the Jones Note. The monthly payment under the Jones Note is hereby reduced to $5,000.00 (the “Reduced Payment”) until the Jones Note is paid in full. Jones or Kamienski will write the following at the top of the Jones Note: “THE PROVISIONS OF THIS PROMISSORY NOTE HAVE BEEN ALTERED. SEE THE STATEMENT BENEATH THE SIGNATURE OF THE MAKER.” Jones or Kamienski will write the following below the signature of the Company: “The rate of interest, the due date, the monthly payment and other provisions of this Promissory Note have been altered, effective as of the date thereof, pursuant to an Agreement, dated as of August 19, 2024, by and among the Borrower and the Holder. A copy of said agreement may be obtained from the Borrower or the Holder.”

Jones will return to the Company the following promissory notes made by the Company in his favor marked to indicate that they have been paid in full: Promissory Note dated July 31, 2023, Promissory Note dated August 17, 2023, Promissory Note dated September 22, 2023, Promissory Note dated October 25, 2023, Promissory Note dated November 17, 2023, January 4, 2024, February 1, 2024, and Promissory Note dated March 4, 2024.

Notwithstanding any provision of the Jones Note, the Company will pay the Reduced Payment such that Jones shall receive $1,500.00 and Kamienski shall receive $3.500.00 at the times and in the manner required by the Jones Note. If any such payments are not made, the interest rate on the unpaid amounts shall be 5% per month.

Jones shall be appointed as a director and treasurer of the Company. Jones’ duties as treasurer shall be (i) those of a treasurer of a similarly situated company and he shall otherwise have no duties as an officer of the Company in relation to its management or operational decisions and (ii) assisting the Company in raising capital and advising on the strategic direction and financial performance of the Company. In connection with Jones’ services as treasurer, he shall have access to all of the bank accounts of the Company and its subsidiaries.

In consideration of his services as treasurer, the Company shall issue and deliver to Jones 500,000,000 restricted shares of the Company’s common stock to Jones. Said shares of preferred stock shall be delivered immediately and said shares of common stock shall be delivered as follows: 125,000,000 shares shall be issued and delivered on May 31, 2025, 125,000,000 shares shall be issued and delivered on May 31, 2026, 125,000,000 shares shall be issued and delivered on May 31, 2027, and 125,000,000 shares shall be issued and delivered on May 31, 2028, provided that Jones is serving as treasurer on the date when such shares are to be issued and delivered. Such shares shall vest in Jones upon their issuance and shall not be subject to defeasance or return. Jones will serve as a director without compensation.

Jones shall be repaid for expenses reasonably incurred by him in connection with the performance of his duties as director and treasurer.

Jones acknowledges that the Company and he entered into a Subscription Agreement, dated January 4, 2022, by and between the Company and him. Jones hereby makes the representations, warranties and acknowledgments set forth in Section 2 thereof with regard to himself, the above shares and otherwise as fully as if they were set forth herein, mutatis mutandis (the “Securities Representations”). Jones has read and understands the risk factors set forth in the Prospectus of the Company, dated December 5, 2023, under which it and certain of its shareholders offered 10,087,154,885 shares of the Company’s common stock to the public (the “Risk Factors”).

The Company shall not merge or consolidate, or sell all or substantially all of its assets, unless the entity with which the Company agrees to merge or consolidate or to which it agrees to sell all or substantially all of its assets agrees in the agreement providing therefor, that, prior to the consummation of such merger, consolidation or sale, such entity (or a party to such agreement other than the Company) will pay the Jones Note, all other loans that Jones or Barbara Kamienski shall hereafter make to the Company and the Company’s current liabilities, as shown on a balance sheet of the Company as at a date within three business days prior to the consummation of such merger, consolidation or sale, prepared in accordance with generally accepted accounting principles and the Company’s past practice.

In consideration of 1,000 shares of the Company’s Series B Preferred Stock, during a period ending on the first anniversary of this Agreement, Jones shall make efforts to raise $250,000.00 in equity for the Company on terms satisfactory to it. He shall not be liable to the Company, nor shall the consideration to be delivered to him under Section IV of this Agreement be diminished, in the event that such efforts are fruitless.

To the full extent permitted by the laws of the State of Colorado and the articles of incorporation and bylaws, the Company shall (i) indemnify Jones for all liabilities arising from his service as a director and officer of the Company and (ii) pay all reasonable legal fees and costs incurred by him in connection with any lawsuit, arbitration or other proceeding against Jones arising from such service. and (iii) indemnify Jones for all judgments, penalties, fines, amounts paid in settlement and reasonable legal fees and expenses incurred by him in connection with any proceeding against him or in which is a witness as a result of such service.

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas, without regard to its conflict of laws rules. Disputes shall be resolved exclusively by arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules in Dallas County, Texas, by a single arbitrator, who shall be experienced in resolving claims under agreements of a nature similar to this Agreement and, if the dispute involves claims arising under the Securities Representations or the Risk Factors, be knowledgeable respecting federal securities law. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Prior to instituting arbitration, the parties shall first attempt in good faith to settle the dispute by mediation administered by the AAA under its Commercial Mediation Procedures. A demand for arbitration shall be made within a reasonable time after the dispute has arisen, but not after the time when legal proceedings with respect thereto would be barred by an applicable statute of limitations or otherwise.

IN WITNESS WHEREOF, the parties have signed this Agreement on the date first above written.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

Exhibit 10.2

Master Research Agreement

This Master Research Agreement, supplemented and otherwise modified from time to time (this “Master Agreement”), effective as of May 1st, 2024 (the “Effective Date”), is made by and between Vita Biotech Research LLC with a principal place of business at 1625 Main St # 202, Houston, TX 77002, USA (the “Company”), and Alpha Research Institute LLC with a principal place of business at 6201 Bonhomme Rd, Suite 435N Houston TX (the “Institution”), (collectively, the “Parties” and each a “Party”).

General information of the Parties Company:

Name: Vita Biotech Research LLC

Street Address: 1625 Main St # 202 City: Houston

State: TX

Zip Code: 77002 Contact: Dante Picazo

Email: [email protected]

Office: 214 733 0868

Institution:

Name: Alpha Research Institute

Street Address: 6201 Bonhomme Rd; Suite 435N

City: Houston

State: TX

Zip Code: 77036

Contact: Ugochi Ekeocha

E-mail: [email protected]

Phone: (346) 240-2889

Billing

Contact: Ugochi Ekeocha

Phone: (346) Z40-Z889

Email:[email protected]

Contract:

Governing Contract Title: Master Research Agreement

Contract effective Date: May 1st, 2024

Contract expiration Date: September 1st, 2024

RECITALS

WHEREAS, the Institution is practice and site network with the present ability to identify and coordinate relationships with Principal Investigators for the acquisition of human Biospecimens and associated clinical Data;

WHEREAS, the Company is devoted to collecting, storing and sharing Biospecimens annotated with Data, except Protected health information (PHI), for subsequent use by Downstream Researchers in connection with research to improve human health by developing and validating new diagnostics tools and/or new treatments (the “Future Studies”);

WHEREAS, the Company desires to engage the Institution to perform a Research Study to collect Biospecimens and associated Data as set forth in specific IRB approved Protocols and provide them to the Company;

WHEREAS, the Company and the Institution desire to enter into this Master Agreement to provide the terms and conditions upon which the Company may engage the Institution from time-to-time to collect Biospecimens pursuant to the Protocol (“Collection Initiative”), by executing Work Orders by and between the Institution and the Company, specifying the details of the Biospecimens, associated Data, and the related terms and conditions (each, a “Work Order”); and

WHEREAS, the Collection Initiative contemplated herein is anticipated to be of mutual interest and benefit to the Institution and the Company, and further the research, patient care, and educational goals of the Institution.

NOW,THEREFORE, in consideration of the mutual promises, covenants, and agreements contained in this Master Agreement, the Company and the Institution hereby agree as follows:

1.1  Scope: Alpha Clinical Research will conduct several clinical trials for VITA Biotech Research LLC with the purpose of collecting and providing medical data to be used in the creation of vitamins, nutraceuticals and all other general medicinal development as long as it is within the legal parameters permitted in Texas (United States), Colombia and other countries determined by one or both Parties.

1.2  Overview: Each clinical trial will be independent and have its own inclusion and exclusion criteria as well as conditions. However, there will be a minimum requirement that needs to be taken into account for each one regardless of the trial.

Inclusion Criteria: To be announced, depending on each trial.

Exclusion Criteria: To be announced, depending on each trial.

1.3  The Company and the Institution intend this Master Agreement to establish the general terms and conditions that will apply to the Collection Initiative and all activities undertaken to perform under Work Orders. The Institution and the Company will separately negotiate a Work Order for each request made by the Company for the Data collected meeting certain specifications provided in a Work Order. The Work Order will incorporate by reference this Master Agreement and will contain all necessary terms to enable the Institution to meet its obligations under this Master Agreement, including, at minimum, a description of the Data to be obtained from the Biospecimens, the template CRF Form to be completed, the name(s) of the relevant Investigators and Subinvestigator(s), Project Specifications for how the Biospecimens are to be stored and transported and the Data provided, the Budget and the Compensation Schedule, and will be executed by the Institution and the Company. Each Work Order will incorporate by reference the terms of this Master Agreement.

1.4    If any provision of a Work Order is in direct conflict with this Master Agreement so that the provisions of both cannot be given effect, the terms of the Master Agreement shall govern the specific issue; provided, however, if any provision(s) of the specific/particular Protocol differ with the Master Agreement or the Work Order, the provisions of the Protocol shall govern the specific issue. The Parties agree to work in good faith to renegotiate the conflicting terms of the Master Agreement, Work Order, and/or the Protocol to reconcile the various documents.

1.5  Exclusivity: Downstream Researchers will not be provided with any Data that could reasonably be used to re-identify the Subject from whom Biospecimens were obtained. Accordingly, in the event that a Downstream Researcher were to obtain Data from the Company and from other sources, unless the Downstream Researcher performed certain genetic tests, the Downstream Researcher would have no simple means of determining that it had received Data pertaining to the same Subject from two different sources.

The Parties agree and acknowledge that it is important for the statistical integrity of Future Research that reasonable steps be taken to minimize the chances that a Downstream Researcher will inadvertently include Data from the same individual multiple times in a single Future Research Study. Accordingly, during the Term of this Master Agreement, the Institution agrees that it will not provide Data and/or Data produced in performance of a Collection Initiative that exactly matches any collection initiatives described in a Work Order to any other commercial tissue bank or distributor without first notifying the Company. The Company shall have a right of first refusal as to whether it takes possession of such Data before the Institution can provide them to such a commercial tissue bank or distributor. Furthermore, whenever the Company provides Data to Downstream Researchers that were provided by Institution, the Institution will inform the Company, upon request by the Company, whether the Institution has provided Data of the same collection initiative described in that Work Order to the Downstream Researcher within the prior three (3) years and will work with the Company to assure that no Biospecimens are provided to the Company pursuant to a Work Order from an individual from whom Biospecimens were provided previously to the Downstream Researcher

Confidentiality

Confidentiality: Each party agrees to keep confidential and not to disclose or use, directly or indirectly, any Confidential Information except as permitted under this agreement or with the disclosing party’s prior written consent.

Upon termination, the receiving party must return or destroy all confidential information unless legally required to retain it.

Protection: Each party agrees to take reasonable measures to protect the secrecy of and avoid unauthorized disclosure or use of the Confidential Information.

Authorized Personnel: Confidential Information may be disclosed only to those employees, agents, or contractors who have a need to know such information for the purposes of fulfilling obligations under this agreement and who are bound by confidentiality obligations at least as restrictive as those set forth in this agreement.

Ownership: Each party retains all right, title, and interest in and to its own intellectual property, including without limitation any patents, trademarks, copyrights, trade secrets, and other proprietary rights.

License: To the extent necessary for the performance of their obligations under this agreement, each party grants the other party a limited, non-exclusive, non-transferable license to use its intellectual property solely for the purposes contemplated by this agreement.

The Institution is required to have at least one of its physicians serve as the Principal Investigator for each Collection Initiative. There can be one or more Subinvestigators assigned to each Collection Initiative. No physician shall serve as a Principal Investigator or Subinvestigator without the Company’s approval. In addition the Institution will establish the terms under which confidential information will be shared and protected. This includes non-disclosure agreements (NDAs) and confidentiality clauses to ensure proprietary information is safeguarded.

2.1.2.  The Institution shall cause each Principal Investigator and each Subinvestigator to conduct the Collection Initiative in strict adherence to the Protocol.

2.1.3.  The Institution will make the Principal Investigator, and all Subinvestigators, employees, contractors, and agents of the Institution who are to perform any work in connection with the Collection Initiative aware of the obligations contained in this Master Agreement and the applicable Work Order(s), and will bind these individuals to such obligations.

2.1.4 The Institution acknowledges that the Data recollected from Biospecimens is experimental in nature and may have unknown characteristics and therefore agrees to use prudence and reasonable care in the use, handling, storage, transportation, disposition, and containment of the Biospecimens and the Data. The Institution warrants that its laboratories are properly equipped and certified to handle, use and, to the extent applicable, store the

Biospecimens used for the collection of the Data. The Institution agrees and acknowledges that it is legally responsible for the Data collected from the Biospecimens until the Company takes custody of them or a Downstream Researcher takes custody of them, in accordance with the corresponding Work Order.

2.1.5. The Parties acknowledges that the collection and transfer of Biospecimens and associated Data is a highly sensitive matter, and therefore, the Institution warrants that the Biospecimens have been collected, processed, tracked, stored, de-identified and transported in a manner appropriate to ensure compliance with the ethical regulations and guidelines established by the Declaration of Helsinki (2013), recommendations of The International Society for Biological and Environmental Repositories (ISBER), and with all requirements of an IRB, all applicable international and national (including state and local) laws, rules, regulations, ethical standards, including applicable privacy and patient confidentiality laws (e.g. Health Insurance Portability and Accountability Act (“HIPAA”) that exists where the Institution operates.

2.1.6 Case Report Forms (CRFs). The Principal Investigator and any applicable Subinvestigator or designee will record Data generated during the Collection Initiative on CRFS in a form provided by the Company or in a format that is agreed with the Company. The Principal Investigator or applicable Subinvestigator shall provide completed CRFS to the Company and the Institution as specified in the corresponding Work Order. All CRFs (including any such CRFS contained in any computer data base or computer readable form) generated in the course of conducting the Collection Initiative shall be the property of the Company, which may utilize the CRFS in any way it deems appropriate, subject to and in accordance with Applicable Law and this Master Agreement.

2.1.9  Deviations from Protocol. Except in the case of a medical emergency or otherwise as necessary for Subject safety, neither the Institution, the Principal Investigator nor Subinvestigator will make any changes in, nor deviate from, the Protocol without the Company’s prior written approval and in coordination with the supervising IRB.

2.1.10  Adverse Events. The Institution will require the Principal Investigator or applicable Subinvestigator to report any adverse events experienced by the Subject as a result of his/her participating in the Collection Initiative to the Institution and the Company within forty-eight (48) hours of learning of such event. All such adverse events shall be recorded on applicable CRFs.

2.1.11  Auditing and Monitoring. The Institution shall cooperate with the Company’s audit and monitoring of the Institution regarding the Data furnished under any Work Order. The Company shall conduct audits and monitoring visits during regular business hours and shall provide a minimum of three (3) business days notice of such audit or monitoring.

For the avoidance of doubt, during the course of any audit or monitoring visit, the Company will have access to PHI as set forth in the Informed Consent Form signed by Subjects.

3.1  General. The Company agrees to carry out its obligations hereunder in accordance with Applicable Law. The Company agrees to use the Biospecimens and associated Data solely for Research Use. “Research Use” shall refer to any research activity involving the Biospecimens and associated Data not otherwise prohibited under this Master Agreement, including the transfer of the Biospecimens and associated Data to third-party researchers. Company shall not introduce the

Biospecimens or associated Data for autologous transplant, or therapeutic use, in human subjects, or in contravention of any applicable federal, state or local statutes, regulations or ordinances.

3.2  Protocol Development. The Company is solely responsible for developing the Protocol. Notwithstanding the foregoing, nothing shall preclude the Institution, the Principal Investigator, or any Subinvestigator from suggesting modifications to the Protocol that are in the best interest of Subjects or that will enhance the scientific value and/or validity of the Collection Initiative.

3.3  Collection Initiatives. From time to time, the Company may determine that it needs to obtain Biospecimens and associated annotating Data meeting particular specifications in order to provide Biospecimens to Downstream Researcher that has contracted with the Company to conduct or support Research Study. Depending on the particular Collection Initiative, and as detailed in the underlying Work Order, the Institution will ship the Biospecimens to either the Company or a Downstream Researcher, or, alternatively, maintain such Biospecimens onsite at the Institution until the Company provides further instructions. When shipping Biospecimens, the Institution agrees to comply with the transport requirements set forth in the corresponding Work Order and Applicable Law.

VITA Biotech Research LLC agrees to pay Alpha Clinical Research the total sum of $50,000 USD per month for the requested and conducted data collection trials.

Term: Payment to be made within 30 days of receipt of the invoice (issued after all patients have been collected).

For each Data Collection Initiative, the Institution shall provide a monthly Invoice to the Company requesting reimbursement. The Invoice must include the following details:

All payments are contingent upon acceptance of the Biospecimens and associated Data. Payment, as specified, constitutes full remuneration for the Services rendered, and the Company shall have no further payment obligations under this Agreement. The Parties acknowledge that all fees paid are exclusively for services related to organizing and preparing the Data.

It’s solely the responsibility of the Institution to reimburse time and efforts of Principal Investigator, Sub Investigator(s), and any other personnel enrolled into the Data Collection Initiative.

This statement of Work shall constitute an integral part of the Contract referred to above and shall be interpreted in compliance with its terms.

6. TERMINATION

Term. This Master Agreement will commence on the Effective Date May 1st 2024, and will continue for a period of four (4) months (the “Term”) until September 1st 2024. It will automatically renew for four (4) months renewal terms unless either Party gives the other Party notice of termination at least thirty (30) days prior to the end of the then current initial or renewal term.

IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be executed by their duly authorized representatives to be effective as of the Effective Date:

On behalf of the Company:

Signature: ___________________________

Name: Dante Picazo, CEO

Date: _________________________

On behalf of the Institution:

Signature: ___________________________

Name: Ugochi Ekeocha, Director of Clinical Trials Operations

Date: _________________________

Glossary

Data: Any and all data, information and results, technical and non-technical and in each case any records thereof regardless of media or format, related to, used in, or produced in performance of the Collection Initiative.

Downstream Researches: Any third party, including but not limited to government agencies, non-profit, and for-profit companies that engage the Company to provide Biospecimens and associated Data.

ICF: Informed Consent Form. The form documenting an individual’s informed and voluntary decision to participate in a Research Study.

IRB: Institutional Review Board.

Work Order: The agreement between the Institution and the Company pursuant to which the Institution conducts a Collective Initiative.

Exhibit __._

Annex C

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS. INC.

CODE OF CONDUCT

Cannabis Bioscience International Holdings, Inc. and its subsidiaries (collectively, the “Company”) aspires always to act in ways that reflect the highest standards of corporate behavior, conduct itself in a legal and ethical manner and encourage its personnel to do so. The Company seeks to develop and maintain relationships of trust between the Company and its personnel, on the one hand, and, on the other hand, government officials, regulatory authorities, health care professionals, patients, suppliers, customers and investors is essential and expected. Obeying the law in letter and in spirit is the foundation of the Company’s ethical standards. In furtherance of these goals, the Company has adopted this Code of Conduct (the “Code”), which sets forth the Company’s requirements and expectations for legal and ethical business behavior for the Company and its directors, officers, employees and agents (“Covered Persons”).

Adherence to this Code is a condition of employment with the Company and serving as an officer or director.

Covered Persons are expected (i) to understand this Code and (ii) to conduct themselves in accordance with its provisions to avoid wrongdoing or improper behavior or the appearance of wrongdoing or improper behavior. Any Covered Person who becomes aware of conduct that violates, or could violate, laws, rules and regulations (collectively, “Laws”) or the Code must promptly report it to the Chief Executive Officer (the “CEO”) or a director of the Company. Failure to do so violates this Code.

Every Covered Person shall act honestly, ethically and with personal and professional integrity, and shall not tolerate others who fail to do so. Covered Persons shall be direct, honest and truthful in discussions with, or requests for information from, the CEO, the Board, regulatory agency officials and government officials. as well as in dealings with customers and shareholders.

Every Covered Person shall comply with all Laws applicable to the Company and to him in conducting the Company’s business. Although not all Covered Persons are expected to know the details of these Laws, it is important to understand enough to determine when it is necessary or appropriate to seek advice from persons who can provide guidance on such matters.

Every Covered Person shall avoid business, financial or other direct or indirect relationships that conflict with the interests of the Company or compromise his loyalty to the Company, including, without limitation, (i) working for or acting as a consultant to a competitor, customer, or supplier while an employee of the Company, (ii) receiving directly or indirectly an improper personal benefit from a competitor, customer, or supplier or (iii) participating in a joint venture, partnership or other business arrangement with competitor, customer, or supplier without the prior approval of a disinterested member of the Board. For purposes of this Code, “Family Member” means a person’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home.

Every Covered Person (i) shall offer to the Company any opportunity related to the Company’s business that he discovers as a result of his relationship with the Company and shall not pursue such opportunity unless the Board declines to pursue it and shall pursue it only on such terms as the Board may reasonably prescribe, (ii) shall not use Company property or information for personal gain or

(iii) compete with the Company.

The Company’s shall comply with all applicable financial reporting and accounting regulations. If any Covered Person has unresolved concerns or complaints regarding questionable accounting, internal control or auditing matters, he is encouraged to submit such concerns or complaints to the CEO.

The Company seeks to outperform its competition fairly and honestly and to seek competitive advantage through superior performance without engaging in unethical or illegal business practices, including appropriating proprietary information or trade secrets. Covered Persons should respect the rights of and deal fairly with the Company’s guests, suppliers, consultants, competitors, employees, officers and other persons with whom the Company transacts business.

Covered Persons shall maintain the confidentiality of information entrusted to them by the Company, except when disclosure is authorized or legally required. Confidential information includes all nonpublic information that might be of use to competitors or harmful to the Company, its suppliers or its customers, and includes information that suppliers, customers, individuals or institutions

involved in clinical trials or other product development activities have provided to the Company. Covered persons shall respect propri- etary information used by persons or entities with which the Company does business. Proprietary information obtained through improper means may never be used by any Covered Person.

Insider trading is governed by the Company’s Insider Trading Policy. Contravention of that policy is a contravention of this Code.

The Company’s books, financial records and accounts shall be maintained or prepared in compliance with Law and the Com- pany’s system of internal controls.

The Company has established and implemented appropriate internal accounting controls to ensure the safeguarding of the Company’s assets and the accuracy of its financial records and reports in accordance with its needs and the requirements of Law. Covered Persons shall follow the accounting practices and procedures that are adopted to ensure complete and accurate recording of all transactions. All Covered Persons, within their areas of responsibility, are expected to adhere to these procedures. No false, misleading or artificial entries may be made by any Covered Person in the books and records of the Company. No Covered Person may interfere with or seek to improperly influence, directly or indirectly, the auditing of the Company’s financial records.

The Company shall retain and safeguard its records for as long as required by Law and thereafter, for a period determined by its records retention policy. If records are required in connection with a lawsuit or government investigation, they shall be preserved and their disposal suspended. If an employee is uncertain whether records under his or her control should be preserved because they might relate to a lawsuit or investigation, he or she should contact the CEO.

Covered Persons shall not disclose nonpublic material information concerning the Company to any person or entity unless they are authorized by the CEO. Covered Persons shall maintain and use personal, sensitive or nonpublic information about employees, customers, patients, clinical trial participants and others with whom we conduct business, including health information, in accordance with Law and the Company’s policies and procedures.

Without the approval of the CEO, Covered Persons shall not disclose and shall safeguard the Company’s confidential or proprietary information. “Confidential information” is information that the Company considers private and is not known outside the Company. “Proprietary information” is information the Company owns, develops, pays to have developed, or to which it has rights. It includes intellectual property, know-how and information regarding products or processes for which the company may seek a patent.

Covered Persons may not share confidential or proprietary information with any person who does not have a legitimate business reason for knowing it, including fellow employees, Family Members and friends. Any confidential or proprietary information disclosed to a third party that is not a Covered Person or the Company’s accountants and legal counsel shall be provided under a nondisclosure agreement approved by the CEO.

Covered Persons shall protect the Company’s assets and use them appropriately and efficiently only for legitimate business purposes. Employees shall not use the Company’s name, any brand name or trademark owned by or associated with the Company or its letterhead stationery for any personal purpose.

Covered Persons who use our technology in their employment shall use it appropriately and securely. E-mail, voice mail and computers shall be used for business purposes, except that reasonable and limited personal use thereof is permissible, provided that it is not used for inappropriate or unlawful purposes, including viewing, storing or transmitting pornographic or obscene material. The Company may monitor the use of its equipment and no Covered Person should expect privacy in such use.

The Company shall conduct clinical trials in accordance with all applicable ethical standards and requirements of Law, including informed consent procedures, under the direction of experienced investigators and in compliance with protocols that have received all necessary prior approvals. In furtherance of the foregoing, (i) trial subjects shall not be exposed to unnecessary risks, (ii) they will be informed of the nature and purpose of the clinical trial and the risks of participation therein and (iii) Laws regarding privacy and confidentiality shall be observed. The personal data of participants in clinical trials shall be kept secure and confidential and used solely for the purpose for which such data were obtained.

The Company shall conduct, and require that entities that manufacture its products conduct, manufacturing operations in compliance with applicable regulatory requirements, good manufacturing practices and rigorous quality standards.

The Company shall act with integrity in its marketing practices, including labeling and advertising and promotional programs.

The Company shall encourage its vendors to comply with all relevant regulatory requirements. An employee who is responsible for a vendor’s contract shall take measures to ensure that the vendor understands that, in performing its obligations under the contract, the vendor adheres to these requirements. Employees who are concerned that a vendor is not conducting its activities in compliance with the Company’s policies should report their concerns to the CEO.

The Company shall select vendors based on the merits of their products, services and business practices and shall purchase supplies based on quality, service, price and other terms and conditions of sale.

The Company shall not establish a business relationship with a vendor if the Company is aware that the Vendor’s business practices contravene applicable Law or this Code.

The Company shall conduct its business in an environmentally responsible manner.

The Company shall not contravene or permit Covered Persons to contravene, the Foreign Corrupt Practices Act of 1977, the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any other Law relating to bribery corruption. This policy applies to all Covered Persons.

Pursuant to this policy:

·        No Covered Person shall, directly or indirectly, give, offer or agree to give anything of value to a public official or a third party for the benefit of a public official (a) as consideration for an act or omission by the official in connection with the performance of his duties or (b) to induce him to use his position to influence any acts or decisions of the government for which he performs his duties. The term “public official” includes (i) any person who holds a legislative, administrative or judicial position of a state; a person who performs public duties or functions for a state, including a person employed by a board, commission, corporation state-owned company or other body or authority established to perform a duty or function on behalf of a state, or is performing such duty or function and (ii) an official or agent of a public international organization that is formed by two or more states or governments, or by two or more such public international organizations. A “state” means any country and includes any political subdivision of that country (such as a province or territory); the government, and any department or branch of that country or of a political subdivision of that country; or any agency of that country or of a political sub-division of that country. A question about whether a person is a public official should be directed to the CEO.

·        Covered Persons may not make or authorize reimbursements or payments to a public official without prior authoriza- tion from the CEO.

·        Unless authorized by the CEO, no Covered Person shall make “facilitation payments” or “kickbacks” of any kind, even if permitted under applicable Law. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official (such as the issuance of permits, licenses, or the provision of mail pick-up and delivery). Kickbacks are payments made in return for a business favor or advantage, including discounts or other cash incentives.

·        Covered Persons shall not reimburse or offer to reimburse the travel and lodging expenses of a public official, even if they are bona fide and reasonable, without the prior approval of the CEO.

·        Without the approval of the CEO, a Covered Person may not agree to support financially development initiatives of communities in proximity to its operations or make charitable contributions.

·        No Covered Person shall contribute or provide any financial support to any political party or candidate on behalf of the Company without the prior approval of the CEO. In undertaking any political activity that is not prohibited by this or other policies of the Company, Covered Persons will be deemed to be acting personally.

This policy does not prohibit normal, appropriate and modest hospitality, including modest gifts, to or from third parties. In determining the propriety of hospitality, Covered Persons should consider whether it is reasonable, justifiable and modest and whether the intention of the third party is to obtain a benefit in return. Hospitality is not prohibited if (i) in the normal course of the Company’s business and without the intention of, or without a reasonable prospect of, influencing a public official to obtain or retain an improper business advantage, to reward the provision or retention of an improper business advantage or in explicit or implicit exchange for favors or benefits, (ii) it complies with applicable local Law, (iii) it does not involve the payment or receipt of cash or a cash equivalent, (iv) it properly recorded and not paid in a way that avoids any approval or disclosure requirement, (v) taking into account the reason for the hospitality, it is of an appropriate type and value in the applicable country or region and given at an appropriate time, (vi) it is given openly and on behalf of the Company and (vii) it is not given or received frequently between the same individuals.

Covered Persons shall report in writing their receipt or giving of hospitality and the reasons therefor.

Company funds or assets may not be contributed, directly or indirectly, to any political party, committee or candidate, or the holder of any government office within or outside the United States without the prior approval of the CEO, even if the contribution is lawful. Covered Persons shall not be directed or coerced by a director, officer, manager or supervisor to make any such contribution.

The Company shall not discriminate based upon an employee’s race, religion, national origin, age, gender, disability, sexual preference, political affiliation, marital status or veteran status or in any unlawful way and shall not permit its employees to do so. The Company expects that all relationships among persons in the workplace will be business-like and free of unlawful discrimination, bias, prejudice and harassment, including conduct that is intended to interfere or that has the effect of interfering with another employee’s work performance or creating an environment that is intimidating, hostile, or offensive to the employee.

The Company shall endeavor to provide a safe and healthy workplace and ensure that its operations do not cause any adverse impact or injury to the environment or the communities in which it operates. Employees shall comply with safety Laws and procedures. If an unsafe condition or practice is discovered, action shall be taken to correct it and prevent its recurrence. Employees shall report a violation of a safety-related Law or procedure and any accident, injury, or any situation presenting a danger of injury.

The Company shall maintain a drug-free work environment. The sale, transfer or possession of illegal drugs or sub- stances on Company premises is prohibited. Reporting to work or any Company business function while under the influence of or impaired by any illegal drug or substance or alcohol is also prohibited.

The Company shall not tolerate physical assault, fighting, statements or actions that could be reasonably construed as a threat of harm to an employee or his property, intimidation or the destruction of property, whether or not owned by the Company. An employee who believes that he may be the target of or threatened with violence or is aware of violent or threatening conduct that could result in harm to an employee or the destruction of property, shall report the situation to his supervisor.

Covered Persons shall disclose their criminal convictions, including any conviction where an appeal is pending, any plea of guilty or nolo contendere and any participation in a first offender, deferred adjudication or similar disposition under which a judgment of conviction has been withheld on conditions approved by a court.

It may be appropriate for a provision of this Code to be waived in an unusual circumstance. A waiver that applies to an executive officer or director may be made only by the Board and, if required, reported to appropriate regulatory authorities and the shareholders. Any other Covered Person seeking a waiver shall obtain the written approval of the CEO. No waiver shall be granted that is not permitted by Law or permits an act that is not permitted under Law.

The Board shall be responsible for ensuring that this Code meets the Company’s legal and ethical obligations and that Covered Persons comply with it. The CEO shall oversee the implementation of this Code and monitor its suitability, adequacy and effectiveness. Managers shall ensure that those reporting to them are made aware of, understand and comply with this Code.

The Company shall maintain its internal control system to assess compliance with this Code and, if deemed necessary, shall conduct internal assessments, investigations and other measures to determine whether Covered Persons are complying.

The Company may amend this Code to ensure that (i) it conforms to applicable Law, (ii) it meets or exceeds industry standards and (iii) any weaknesses are addressed.

The Company shall provide copies of this Code and amendments thereto to Covered Persons.

This Code, as it shall be amended, will be posted on the Company’s website. Copies of this Code will be provided to all Covered Persons and other persons determined by the CEO.

Covered Persons shall immediately report any known, suspected or suggested violation of this Code to the CEO or a member of the Board. All such reports (“Reports”) shall be investigated and if warranted, the Company will determine an appropriate response, including corrective action and preventative measures. All reports will be treated confidentially to the extent possible. The Company will maintain a record of all reports under this Code and their investigation and resolution. After consultation with counsel, the Company will promptly report any violation of applicable Law to appropriate authorities.

Covered Persons may contact the Company’s CEO with questions or concerns about the application of this Code.

No Covered person shall suffer detrimental treatment as a result of submitting a Report in good faith or refusing to take part in bribery or corruption. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavorable treatment. If a Covered Em- ployee believes that he has suffered such treatment, he should inform the CEO. If the matter is not remedied, he should raise it formally with the CEO.

The Company requires that Covered Persons and, to the extent practicable, persons with whom the Company transacts business, comply with this Code. A Covered Person who is found to have contravened this Code will be subject to disciplinary action, including termination, and in appropriate cases, legal action or referral for regulatory action or criminal prosecution.

This Code, as it may be amended, shall be posted on the Company’s website and disclosed elsewhere as required by Law.

Approved: August , 2024

Exhibit 19

Annex A

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

Insider Trading Policy

Any person who has knowledge of material nonpublic information may be considered an “Insider” for purposes of the federal securities laws. As an officer, director, or employee of Cannabis Bioscience International Holdings, Inc. (the “Company”), you may be in a position to profit financially from buying, selling or dealing in securities of the Company or another publicly traded company with which the Company has business dealings (a “Third Party”), or to disclose such information to a third party who does so. It is a violation of this policy and the federal securities laws for any officer, director or employee of the Company to (a) trade in securities of the Company or a Third Party while aware of “material nonpublic information” concerning the Company or the Third Party or (b) communicate, “tip” or disclose material nonpublic information to outsiders so that they may trade in securities of the Company based on that information.

To prevent the existence or appearance of improper insider trading or tipping, the Company has adopted this Insider Trading Policy (the “Policy”) for all of its directors, officers and employees and their family members, as well as for others who have access to information through business relationships with the Company.

The consequences of prohibited insider trading or tipping can be severe. Violation of this Policy by any officer or employee may result in disciplinary action by the Company up to and including immediate termination for cause. Moreover, persons violating insider trading or tipping rules may be required to:

In addition to individual sanctions, the Company may also be required to pay civil or criminal penalties.

In the event that the Company has no audit committee, the term “Audit Committee” shall mean the Board of Directors.

This Policy applies to all directors, officers and employees of the Company (“Insiders”) and their family members and any outsiders or consultants whom the Compliance Officer (as defined below) may designate as Insiders because they have access to material nonpublic information concerning the Company (collectively, “Designated Persons”).

The Policy applies to all transactions in the Company’s securities. For purposes of the Policy, the Company’s securities include its common stock, options to purchase or sell common stock and any other type of securities that the Company may issue or has issued, such as preferred stock, convertible debentures, warrants and exchange-traded options or other derivative securities and short sales (collectively, “Company Securities”). Transactions in Company Securities include not only market transactions, but also private sales of Company Securities, pledges of Company Securities to secure a loan or margin account and well as charitable donations of Company Securities.

This Policy will be delivered to all directors, officers and employees upon its adoption or at the start of their relationship with the Company and to Designated Persons when they are designated as such.

“Material Information” is information about the Company that a reasonable investor would consider important in making an investment decision to buy or sell the Company’s Securities. If an investor would desire to buy or sell securities based in part on the information, the information would be considered material. Without limitation, Material Information is information that could reasonably be expected to affect the price of the Company’s Securities. While it is not possible to identify all information that would be deemed material, the following would be considered material:

Information is considered “nonpublic” unless it has been widely disseminated to the public through filings with the U.S. Securities and Exchange Commission (the “SEC”), major newswire services, national news services and financial news services and there has been sufficient time for the market to digest that information. For purposes of this Policy, information is public after the close of trading on the second full business day after the Company’s public release of the information. Thus, no transaction should take place until the third business day following the public release of the Material Information.

No Insider may trade in Company Securities while aware of material nonpublic information concerning the Company.

No Insider or Designated Person may trade in Company Securities during a blackout period for a quarter. The blackout period with respect to each quarter begins 15 calendar days before the due date (which date does not include any available extension periods) of the Company’s quarterly report on Form 10-Q or annual report on 10-K and ends on the earlier of (i) the beginning of the second business day following the filing of such report with the SEC or (ii) the public release of quarterly or annual financial information (either of clause (i) or (ii) being a “Release Date”).

No Insider or Designated Person may trade in Company Securities when the Compliance Officer has determined that such trading should be suspended because Material Information has not been disclosed to the public (a “Special Blackout Period”). Upon receiving notice of a Special Blackout Period, such Insiders and Designated Persons may not trade in Company Securities during such suspension and may not disclose to others the existence of such Blackout Period. Insiders and Designated Persons may trade in Company Securities two full trading days after they have received notice from the Compliance Officer that the Special Blackout Period has terminated.

No Insider or Designated Person may trade in Company Securities outside a Window Period, as defined below. No Insider, employee or Designated Person may “tip” or disclose material nonpublic information concerning the

Company to any outside person, including family members, even if that person is required or expected to hold such “tip” in confidence, unless required as part of that Insider’s regular duties for the Company or authorized by the Audit Committee. In the case of inadvertent disclosure to an outside person, the Insider shall advise the Compliance Officer as soon as the inadvertent disclosure has been discovered. All inquiries regarding material nonpublic information about the Company shall be forwarded to the Compliance Officer.

No Insider, employee or Designated Person may give trading advice of any kind about the Company to any person, whether or not such Insider is aware of material nonpublic information about the Company.

No Insider, employee or Designated Person may trade in any interest or position relating to the future price of Company Securities, such as a put, call or short sale.

Without the prior approval of the Audit Committee, no Insider or Designated Person shall accept outside employment as a consultant, independent contractor or employee, where his duties involve disclosure of material nonpublic information about the Company.

Without the prior approval of the Audit Committee or the chief executive officer, no Insider shall respond to market rumors or otherwise make any public statements regarding the Company or its prospects.

Provided that no other prohibitions on trading in Company Securities apply (including, without limitation, the Policy’s prohibition on trading while aware of material nonpublic information concerning the Company), Insiders and Designated Persons may trade in Company Securities only during a period that begins on the second trading day after a Release Date and ends after 20 full trading days, irrespective of whether Company Securities trade on a trading day (a “Window Period”). The Compliance Officer may, in his sole and absolution discretion, permit a specific trade outside a Window Period within a period and on terms prescribed by him.

Under a properly established 10b5-1 plan with respect to securities (“10b5-1 Plan”), Insiders may complete transactions in Company Securities at any time, including during blackout periods, outside Window Periods or when the Insider possesses material nonpublic information.

Insiders who desire to implement a 10b5-1 Plan shall first obtain approval of the plan and any amendment thereof by the Compliance Officer. To be eligible for approval, the Compliance Officer shall be satisfied that 10b5-1 Plan complies with Rule 10b5-1 promulgated by the SEC under the Securities Exchange Act of 1934 and other applicable laws and regulations and that such approval is not contrary to the interests of the Company. The Insider shall provide the Compliance Officer written notice of any termination or modification of the 10b5-1 Plan.

The Compliance Officer will maintain a copy of all 10b5-1 Plans.

Any Insider who violates this Policy or any federal or state law or any rule or regulation or a federal or state regulatory authority or a self-regulatory organization (an “SRO”) rule or law relating to insider trading or tipping or knows of any such violation by any other Insider, shall report the violation immediately to the Compliance Officer. Upon receipt of notice of a potential violation of this Policy, the Compliance Officer:

If the Compliance Officer or Audit Committee determines that a violation of the Policy occurred, he or it may discipline the Insider, including immediate termination. The Audit Committee may also report the violation to federal or state law enforcement agencies and/or applicable SRO.

Inquiries regarding any of the provisions or procedures of this Policy shall be made to the Compliance Officer.

In the absence of the appointment by the Audit Committee of an Insider Trading Compliance Officer (the “Compliance Officer”), the chief executive officer shall serve as such.

In addition, the duties of the Compliance Officer shall include the following:

The Compliance Officer may designate one or more individuals who may perform the Compliance Officer’s duties in the event that the Compliance Officer is unable or unavailable to perform such duties.

Trading in Company Securities by the Compliance Officer, when required, shall be approved by the Audit Committee.

X.       Amendment

This Policy may be amended at any time by the Audit Committee.

Exhibit 97

Annex B

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

Policy For The Recovery Of Erroneously Awarded Compensation

The Board of Directors (the “Board”) of Cannabis Bioscience International Holdings, Inc. (the “Company”) has adopted this Policy (the “Policy”) to provide for the recovery of erroneously awarded Incentive-based Compensation from Executive Officers. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section H.

(1) In the event of an Accounting Restatement, the Company will reasonably promptly recover the Erroneously Awarded Compensation Received as follows:

(i) After an Accounting Restatement, the Compensation Committee (if composed entirely of independent directors, or in the absence of such a committee, a majority of independent directors serving on the Board) (the “Committee”) shall determine the amount of any Erroneously Awarded Compensation Received by each Executive Officer and shall promptly notify each Executive Officer with a written notice containing the amount of any Erroneously Awarded Compensation and a demand for repayment or return of such compensation, as applicable.

(a) For Incentive-based Compensation based on (or derived from) the Company’s stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement:

i.   The amount to be repaid or returned shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the Company’s stock price or total shareholder return upon which the Incentive-based Compensation was Received; and

ii.  The Company shall maintain documentation of the determination of such reasonable estimate and provide the relevant documentation as may be required.

(ii) The Committee shall have discretion to determine the appropriate means of recovering Erroneously Awarded Compensation based on the particular facts and circumstances. Notwithstanding the foregoing, except as set forth in Section B(2) below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder.

(iii) To the extent that the Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy.

(iv) To the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive Officer. The applicable Executive Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.

(2) Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section B(1) above if the Committee (which, as specified above, is composed entirely of independent directors or in the absence of such a committee, a majority of the independent directors serving on the Board) determines that recovery would be impracticable and any of the following conditions are met:

(i)   The Committee has determined that the direct expenses paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before making this determination, the Company must make a reasonable attempt to recover the Erroneously Awarded Compensation, documented such attempt(s) and, if required, provided such documentation to relevant regulatory authorities; or

(ii)  Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder.

The Company shall file all disclosures with respect to this Policy required by the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) filings and rules.

The Company shall not be permitted to insure, indemnify or compensate any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid or awarded to an Executive Officer from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation. This Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy).

This Policy shall be administered by the Committee, and any determinations made by the Committee shall be final and binding on all affected individuals.

The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy and for the Company’s compliance with Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC or another regulatory authority promulgated or issued in connection therewith.

The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary. Notwithstanding anything in this Section F to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws or SEC rule.

This Policy shall be binding and enforceable against all Executive Officers and, to the extent required by applicable law or guidance from the SEC, their beneficiaries, heirs, executors, administrators or other legal representatives. The Committee intends that this Policy will be applied to the full extent required by applicable law. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement.

For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.

(1) “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “littler” restatement).

(2) “Clawback Eligible Incentive Compensation” means all Incentive-based Compensation Received by an Executive Officer (i) on or after the effective date of the applicable [Nasdaq][NYSE] rules, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined below).

(3) “Clawback Period” means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date (as defined below), and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three completed fiscal years

(4) “Erroneously Awarded Compensation” means, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive- based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.

(5) “Executive Officer” means each individual who is currently or was previously designated as an “officer” of the Company as defined in Rule 16a-1(f) under the Exchange Act. For the avoidance of doubt, the identification of an executive officer for purposes of this Policy shall include each executive officer who is or was identified pursuant to Item 401(b) of Regulation S-K, as well as the principal financial officer and principal accounting officer (or, if there is no principal accounting officer, the controller).

(6) “Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.

(7) “Incentive-based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

(8) “Received” means, with respect to any Incentive-based Compensation, actual or deemed receipt, and Incentive- based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the Incentive- based Compensation to the Executive Officer occurs after the end of that period.

(9) “Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.

Effective as of August , 2024.

Exhibit A

ATTESTATION AND ACKNOWLEDGEMENT OF POLICY

FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

By my signature below, I acknowledge and agree that: