Exhibit 10.1

PLACEMENT AGENT AGREEMENT

Dated: November 25, 2025

Chilean Cobalt Corp.

1199 Lancaster Ave. Ste. 107

Berwyn, PA, USA 19312

Attn: Duncan Blount

Dear Mr. Blount:

D.A. Davidson & Co. (the “Agent”) is pleased to act as placement agent for Chilean Cobalt Corp., a Nevada corporation (the “Company”), on the terms set forth in this Placement Agent Agreement (this “Agreement”), and we both agree as follows:

1. Offering

Agreement to Act as Placement Agent; Offering. The Company hereby engages the Agent to act as its exclusive placement agent (the “Placement Agent”) during the term of this Agreement in connection with the issuance and sale by the Company (the “Offering”) of up to 8,000,000 shares (the “Securities”) of the of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to each Securities Purchase Agreement (each a “Securities Purchase Agreement”) by and between the Company and the Investors thereto (the “Investors”). Pursuant to the per share offering price of $0.50 to be set forth in the Purchase Agreement, the Offering would yield up to an aggregate of $4,000,000. The Company and Placement Agent acknowledge that the terms set forth above, although anticipated to be representative of the final terms of the Offering, are subject to change based on definitive terms negotiated between the Company and prospective investor(s) and represented as such in final offering documents.

The Securities will be offered pursuant to confidential private placement documents based on terms to be submitted by investors, prepared by the Company in substantially the form attached as Exhibit A hereto (as the same may be amended from time to time, the “Offering Documents”), subject to the terms and conditions set forth in the Transaction Documents. As used herein, “Transaction Documents” means any Securities Purchase Agreement to be entered into contemporaneously at the closing of the Offering attached as an exhibit to the Offering Documents with each Investor (each, a “Securities Purchase Agreement”), and all other documents to be entered into in connection with the Offering, together with all amendments, supplements, ancillary documents and exhibits. In connection with the Offering, the Placement Agent will deliver to each prospective investor contacted by it, prior to accepting any subscription from such investor, the Transaction Documents. The Placement Agent will not make an offer of the Securities on the basis of any other communication or document.

The Placement Agent shall comply with all applicable broker-dealer registration requirements, applicable federal and state securities laws and all Financial Industry Regulatory Authority (“FINRA”) regulations with respect to the Offering and conduct the Offering in accordance with Rule 506 of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”).

Best Efforts Offering; Closing. A maximum of $4,000,000 will be offered by the Placement Agent on a “best efforts” basis during the Offering Period (as defined in Section 1(c)). The Placement Agent shall not be obligated to sell the Securities. The Company will issue the appropriate securities at one or more closings (each, a “Closing”), after Securities Purchase Agreements have been executed by participating Investors, subscriptions from such Investors have been received and accepted by the Company, and when funds from Investors have cleared the banking system in the normal course of business. The Closing will take place remotely via the electronic exchange of documents and signatures at such time as shall be determined by the Placement Agent. The first Closing will occur within two (2) business days after the date on which subscriptions for at least 4,000,000 Securities have been received by the Placement Agent (and payment in full therefor has been received), or such later date as determined by the Company and the Placement Agent.

Offering Period. The Offering shall commence on the date hereof and shall terminate on December 5, 2025 (as such date may be extended in accordance with the terms of this Section 1(c), the “Termination Date”), except that (x) the Termination Date may be extended upon written notice by the Placement Agent for an additional thirty (30) day period, or such other period by the mutual agreement of the Placement Agent and the Company and (y) in the event that there shall have occurred any material adverse change in the financial markets of the United States, any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such to make it, in the judgment of the Placement Agent, impracticable to market the Securities or enforce contracts for the sale of Securities, the Termination Date may be unilaterally extended by the Placement Agent for a period not to exceed ninety (90) days from the date of this letter agreement or such later date as may have been previously extended by the Placement Agent and the Company pursuant to clause (x) above. The period commencing on the date of this Agreement and ending on the Termination Date is the “Offering Period.”

Exemption from Registration. The Securities will be offered without registration under the Securities Act. The Securities may not be offered or sold by the Company except under the exemption from the registration requirements of the Securities Act under Section 4(a)(2) of that Act and Rule 506 of Regulation D promulgated thereunder and under exemptions from the applicable state “Blue Sky” laws. Neither the Company nor the Placement Agent will offer or sell the Securities by any form of general solicitation or general advertising, including the methods described in Rule 502(c) under the Securities Act. The Securities will be offered and sold only to “accredited investors” within the meaning of Rule 501(a) (“Accredited Investors”) under the Securities Act. Neither the Company nor the Placement Agent will take any action that would cause the exemptions afforded by Section 4(a)(2) of the Securities Act, Rule 506 thereunder, and applicable state “Blue Sky” laws to become unavailable for the offers and sales of the Securities.

[Reserved]

Payment. Payment for Securities shall be made by wire transfer as more fully described in each Securities Purchase Agreement. The minimum purchase by any purchaser shall be $1,000,000, except that subscriptions for a lesser amount may be accepted in the discretion, and mutual agreement, of the Company and the Placement Agent.

Rejections of Subscribers. Each of the Company and the Placement Agent reserves the right to reject any subscriber, in whole or in part, in its sole discretion. The Company agrees to notify the Placement Agent of its election to reject a subscriber at least one (1) business day prior to the Closing, provided Placement Agent has previously delivered the investor list to the Company pursuant to Section 2(d). Funds received by the Escrow Agent or the Company from any subscriber whose subscription is rejected will be returned to the subscriber, without deduction or interest, but no sooner than such funds have cleared the banking system in the normal course of business.

Certain Acknowledgements. Each of the Company and the Placement Agent (i) acknowledge that an officer of the Placement Agent is a five percent or greater shareholder of the Company and (ii) agree to obtain and provide for all required approvals and disclosures resulting from such relationship.

2. Representations, Warranties and Covenants of the Placement Agent

The Placement Agent represents, warrants and covenants as follows:

(a) Power. The Placement Agent has the necessary power to enter into this Agreement and each Transaction Document to which it is a party and to consummate the transactions contemplated in this Agreement and those agreements.

(b) No Conflict. The execution and delivery by the Placement Agent of this Agreement and each Transaction Document to which it is a party and the consummation of the transactions contemplated in this Agreement and those agreements will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order, or to the knowledge of the Placement Agent, any statute, rule or regulation applicable to the Placement Agent. This Agreement and each Transaction Document to which it is a party, when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability of those agreements may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings may be brought, or (c) the rights to indemnity and contribution may be limited under applicable law.

(c) Delivery of Transaction Documents. The Placement Agent will deliver to each prospective purchaser, after receipt from such prospective purchaser of an acknowledgement of the confidential nature of the nonpublic information regarding the Offering to be provided, and before the purchaser submits a written offer for the purchase of the Securities, a copy of the most recent Transaction Documents. The Placement Agent will not deliver the Transaction Documents to any person it does not reasonably believe to be an Accredited Investor.

(d) Broker-Dealer Registration. The Placement Agent is, and through the Offering Period will remain, a member of FINRA and a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(e) No Bad Actors. Neither the Placement Agent, any person compensated for soliciting investors in the Offering, nor any general partner, managing member, executive officer, director or officer of the Placement Agent participating in the Offering 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). The Placement Agent will immediately notify the Company in writing of any change in its status as such. The Placement Agent has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event.

3. Representations and Warranties of the Company

The Company represents and warrants to the Placement Agent as follows:

(a) Due Authorization; Organization; Enforceability. The execution, delivery and performance of this Agreement and the other Transaction Documents has been and will be, upon execution by the Company, duly and validly authorized by the Company and is, or will be, upon execution by the Company, a valid and binding agreement of the Company, enforceable in accordance with its respective terms, except to the extent that (i) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings may be brought, or (iii) the rights to indemnity and contribution may be limited under applicable law. The Company has all corporate power and authority to enter into each of the Transaction Documents to which the Company is party, and to carry out the provisions and conditions of the Transaction Documents to which the Company is party, and all consents, authorizations, approvals and orders required in connection with the Transaction Documents to which the Company is party have been obtained or will have been obtained before the execution of the Transaction Documents to which the Company is party. No consent, authorization or order of, and no filing with, any court, government agency or other body is required by the Company, except for such consents, authorizations or filings as may be required under applicable federal and state securities laws.

(b) Capitalization. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the holders of those securities have no rights of rescission or preemptive rights, and are not subject to personal liability solely by reason of being security holders; and none of those securities was issued in violation of the preemptive rights of any holders of any security of the Company. As of September 30, 2025 the capitalization of the Company is as set forth in the Company’s Quarterly Report Form 10-Q as filed with the Securities and Exchange Commission on November 17, 2025.

(c) Due Authorization of Securities. The Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable and no further action is required by the Company, the Company’s board of directors or the Company’s stockholders in connection therewith, whether imposed by Nevada law or otherwise; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken.

(d) Organization. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada. Except as set forth in the Offering Documents, the Company does not own or control, directly or indirectly, an interest in any corporation, partnership, trust, joint venture or other business entity. The Company is duly qualified or licensed and in good standing as a foreign corporation in each jurisdiction in which the character of its operations requires such qualification or licensing and where failure to so qualify would have a Material Adverse Effect on the Company. The Company has all requisite corporate power and authority, and all material and necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies (domestic and foreign) to conduct its businesses (and proposed business) as described in the Transaction Documents except where failure to possess such authorizations, approvals, orders, licenses certificates and permits would not reasonably be expected to have a Material Adverse Effect, and the Company is doing business in compliance in all material respects with all such authorizations, approvals, orders, licenses, certificates and permits and all foreign, federal, state and local laws, rules and regulations concerning the business in which it is engaged. As used in this Agreement, “Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate, is materially adverse to (i) the business, properties, assets, liabilities, operations (including results thereof), prospects, or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in the Transaction Documents or (iii) the authority or ability of the Company to perform its obligations under this Agreement or the Transaction Documents.

(e) No Misstatements. Neither the Transaction Documents nor any amendment or supplement to them, nor any documents prepared by the Company for distribution to the offerees in connection with the Offering or made available to offerees by the Company contain or will 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. All statements of material fact in the Transaction Documents are correct and complete as of the date of the Transaction Documents and will be correct and complete on the date of the Closing. There is no fact which the Company has not disclosed to the Placement Agent and its counsel in writing and of which the Company is aware which materially adversely affects or could materially adversely affect the business prospects, financial condition, operations (or results thereof), property or affairs of the Company or any of its subsidiaries. The representations in this Section 3(e) shall not apply to statements made in reliance upon and in conformity with information furnished by the Placement Agent to the Company in writing expressly for use in the Offering Documents.

(f) [Reserved]

(g) Good Title. Except as disclosed in the Offering Documents, the Company owns, has good and marketable title to, or valid and enforceable leasehold estates in, all items of real and personal property stated in the Transaction Documents to be owned or leased by it or necessary for the operation of the business of the Company as currently conducted (or proposed to be conducted), free and clear of all liens, encumbrances, claims, security interests and defects of any material nature whatsoever, other than liens for taxes not yet due and payable.

(h) Litigation. There is no material litigation or governmental proceeding pending or, to the best of the Company’s knowledge, threatened against the Company, or involving the properties or business of the Company.

(i) No Material Adverse Change. There has been no material adverse change in the condition of the Company, financial or otherwise, or in the properties or the earnings, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business, from the latest dates as of which such condition, properties, earnings, business affairs or business prospects, respectively, are described in the Transaction Documents.

(j) No Violation or Default. The Company is not in material breach of, or in default under, any term or provision of any indenture, mortgage, deed of trust, lease, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected. The Company is not in violation of any provision of its charter or bylaws. The Company is not in material violation of any franchise, license, permit, judgment, decree or order, and the Company has not received notice that it is in violation of any statute, rule or regulation. Neither the execution and delivery of any of the Transaction Documents, nor the issuance and sale or delivery of the Securities, nor the consummation of any of the transactions contemplated in the Transaction Documents, nor the compliance by the Company with the terms and provisions of the Transaction Documents, has conflicted with or will conflict with, or has resulted in or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company under the terms of any indenture, mortgage, deed of trust, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company may be bound or to which any of the property or assets of the Company is subject except such conflicts, breaches, defaults or rights that would not reasonably be expected to have a Material Adverse Effect; nor will such action result in any violation of the provisions of the charter or the bylaws of the Company, assuming the due performance by the Placement Agent of its obligations under the Transaction Documents, or, to the Company’s knowledge, any statute or any order, rule or regulation applicable to the Company of any court or of any foreign, federal, state or other regulatory authority, or other government body having jurisdiction over the Company.

(k) Agreements. The Securities and the Transaction Documents conform, or will conform before the date of Closing, in all material respects to all descriptions of them in the Transaction Documents.

(l) Securities Issuances; Transactions; Dividends. Subsequent to the dates as of which information is given in the Transaction Documents, and except as may otherwise be indicated or contemplated in the Transaction Documents, the Company has not (i) issued any securities (other than stock options under the Company’s incentive plan) or incurred any liability or obligation, direct or contingent, for borrowed money, or entered into any transaction other than in the ordinary course of business, or (ii) declared or paid any dividend or made any other distribution on its capital stock. Except as set forth in the Transaction Documents, the Company has no outstanding obligation for borrowed money to any of its officers or directors.

(m) No Finder’s Fees. Except for the Placement Agent’s fees under this Agreement, the Company is not obligated to pay any finder’s or origination fees for the sale of the Securities, and the Company hereby agrees to indemnify Placement Agent from any such claim made by any other person as more fully set forth in Section 7 hereof. Except as set forth in the Transaction Documents, no other person has any right to participate in any offer, sale or distribution of the Company’s securities to which the Placement Agent’s rights, described herein, shall apply.

(n) Intellectual Property. Except as described in the Transaction Documents, the Company owns or possesses, free and clear of all liens or encumbrances and rights thereto or therein by third parties, all trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses that the Company holds out as owning or possessing (including any licenses or rights described in the Transaction Documents as being owned or possessed by the Company), all of which are sufficient to operate the Company’s business as presently conducted. The Company owns or possesses, free and clear of all encumbrances and rights thereto or therein by third parties, the requisite licenses or other rights to use all trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses, necessary to conduct its business (including any licenses or rights described in the Transaction Documents as being owned or possessed by the Company). There is no material claim or action by any person pertaining to, or proceeding, pending or threatened in writing, which challenges the exclusive rights of the Company with respect to any trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses used in the conduct of the Company’s business (including, without limitation, any such licenses or rights described in the Transaction Documents as being owned or possessed by the Company). To the Company’s knowledge, none of the Company’s proposed products, services or processes infringe on the patents currently held by any third party. Except as described in the Transaction Documents, to the Company’s knowledge, the Company is under no obligation to pay royalties or fees of any kind whatsoever to any third party with respect to any trademarks, service marks, copyrights, service names, trade names, patents, patent applications or technology it has developed, uses, employs or intends to use or employ.

(o) Taxes. All taxes which are due and payable from the Company have been paid in full and the Company has no tax deficiency or claim outstanding assessed or proposed against it.

(p) No Corrupt Practices. Neither the Company nor any of its respective officers, directors, employees or agents, nor any other person acting on their behalf, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who is or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) which (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, or (ii) if not given in the past, might have had a materially adverse effect on the assets, business or operations of the Company as reflected in any of the financial statements contained in the Transaction Documents, or (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company in the future.

(q) Not an Investment Company. The Company is not and, after giving effect to the Offering and the application of the proceeds as described in the Transaction Documents, will not be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

(r) No Bad Actors. Neither the Company, nor any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering, any beneficial owner of 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 as of the date hereof (each, a “Company Covered Person”) is subject to any Disqualification Event. The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event.

(s) Representations in Securities Purchase Agreement Accurate. The representations and warranties of the Company in each Securities Purchase Agreement shall be true and correct as of the date of each Closing.

(t) Use of Proceeds. Except as set forth in the Transaction Documents, the Company will not use the net proceeds of the Offering to make or repay loans to, or purchase assets from, any officer, director or executive management of the Company.

4. Certain Covenants and Agreements of the Company

The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows:

(a) Material Changes. To advise the Placement Agent of any material adverse change in the Company’s financial condition, prospects or business or of any development materially affecting the Company, rendering untrue or misleading any material statement in the Transaction Documents or requiring the statement of a new material fact necessary to make the statements therein not misleading or constituting a Material Adverse Effect occurring at any time before each Closing as soon as the Company is either informed or becomes aware of them.

(b) Qualification, Registration or Exemption of Issuance of Securities. To use its best efforts to cause the Securities to be qualified or registered for sale, or to obtain exemptions from qualification or registration, on terms consistent with those stated in the Transaction Documents under the securities laws of those states and jurisdictions the Placement Agent shall reasonably request; provided that the states and jurisdictions selected do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company.

(c) Use of Proceeds. Except as set forth in the Transaction Documents, the Company will not use the net proceeds of the Offering to make or repay loans to, or purchase assets from, any officer, director or executive management of the Company.

(d) Delivery to Agent– Financial Statements and Information Reporting. To deliver or afford to the Placement Agent, such information concerning the Company’s business and financial condition as is reasonably required by the Placement Agent including, but not limited to, in order to comply with Placement Agent’s reporting obligations as a member of FINRA and a broker-dealer registered under the Exchange Act; provided, however, that the Company shall not be obligated to provide notice or access to any information if the Company reasonably believes that the Placement Agent would have a conflict of interest with respect to the materials or information or, if upon advice of counsel, the Company believes that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect confidential proprietary information or trade secrets, or for other similar reasons.

(e) Delivery of Copies of Transaction Documents. To provide the Placement Agent with a reasonable number of copies of the Transaction Documents in form and substance reasonably satisfactory to the Placement Agent.

(f) Amendment to Transaction Documents. If any event shall occur or condition exist as a result of which it is necessary or advisable, in the reasonable opinion of the Company or the Placement Agent, to amend or supplement the Transaction Documents, during the Offering Period and before Closing, in order that the Offering Documents will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, to prepare and furnish to the Placement Agent a reasonable number of copies of an amendment or supplement to the Offering Documents (in form and substance reasonably satisfactory to the Placement Agent and its counsel); and (i) if any event shall occur which materially and adversely affects the Company or is reasonably likely to materially and adversely affect the Company or as a result of which in the reasonable opinion of the Company or the Placement Agent it is necessary or advisable to amend or supplement the Offering Documents so that the representations, warranties and covenants herein remain true in all material respects, or (ii) in case it shall, in the reasonable opinion of counsel to the Placement Agent, be necessary to amend or supplement the Transaction Documents to comply with Regulation D or any other applicable securities laws or regulations, the Company shall, upon becoming aware of (i) above, promptly notify the Placement Agent and, upon becoming aware of either (i) or (ii) above shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements to the Offering Documents in such quantities as the Placement Agent may reasonably request.

(g) Occurrence of Material Events. Prior to the Closing of the Offering, to advise the Placement Agent promptly of (i) the occurrence of any event or the existence of any condition known to the Company referred to in Section 3(j) above, (ii) the receipt by the Company of any communication from the Securities and Exchange Commission or any state securities commissioner concerning the sale of the Securities and (iii) the commencement of any lawsuit, investigation, inquiry or proceeding to which the Company is a party relating to the sale of the Securities.

(h) Affiliate Transactions. During the term of the Offering, until such time that the Company is subject to any higher standard, to subject any transaction between or among the Company, on the one hand, and any of its officers, directors or affiliates, on the other hand, to approval in accordance with Nevada Revised Statutes Section 78.140 and the charter of the audit committee of the Company’s board of directors.

(i) Transaction Documents. To comply with the terms of the other Transaction Documents.

(j) Sufficient Number of Shares Reserved for Issuances. To keep available for issuance out of its authorized Common Stock, any shares issuable pursuant to the Transaction Documents.

(k) Certain Transactions Following the Offering or Termination of the Agreement. During the twelve (12) months following the earlier of: (i) the final Closing of the Offering, or (ii) the termination of this Agreement in accordance with its terms, if any person which the Placement Agent introduced to the Company or which the Placement Agent contacted during the term of this Agreement on behalf of the Company (a list of which persons shall be provided to the Company at the time of Closing or termination of this Agreement) purchases equity or convertible debt securities from the Company, the Company agrees to pay the Placement Agent upon the closing of such offering a fee in the amount and in the nature that would otherwise have been payable to the Placement Agent had such transaction been an Offering that occurred during the term, it being understood that the fee payable in connection with the issuance of a convertible debt security shall equal the applicable percentage in Section 5(a) multiplied by the original price of such security.

(l) No Other Offerings. Except as described in the Transaction Documents, the Company will not, before or during the Offering Period, directly or indirectly (except through the Placement Agent), sell or offer, or attempt to offer to dispose of, or solicit any offer to buy, or otherwise approach or negotiate in respect of, any of the Securities. The Offering hereunder is and will be permitted pursuant to, and is and will comply with, Rule 155(c) under the Securities Act, and the Company agrees to include in the Securities Purchase Agreements the statements required by Rule 155(c)(4) to be disclosed to each potential Investor.

(m) Conduct of Business. Between the execution of this Agreement and the first anniversary of the final Closing of the Offering, the business of the Company and its subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a material adverse effect on the business or condition of the Company.

(n) Subsequent Financings. If at least $4,000,000 of Securities are purchased in the Offering, from the date hereof until the date that is twelve (12) months following the final Closing of the Offering, upon any proposed issuance (“Subsequent Financing”) by the Company or any of its subsidiaries of capital stock, including securities that may be convertible into or exercisable or exchangeable for such capital stock, other than (x) the Company’s sale of the Securities hereunder, (y) the issuance of any equity awards, including options (including the issuance of shares of Common Stock upon exercise or settlement of such equity awards) pursuant to the Company’s employee benefit plans, stock option and employee stock purchase plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Offering Memorandum or as may hereafter be authorized by the Company’s Board of Directors, and (z) the issuance of Common Stock pursuant to the vesting or exercises of options, warrants or rights outstanding on the date hereof or issued pursuant to this Offering, the Placement Agent shall have the right to participate as placement agent, underwriter or similar role in Subsequent Financings and be entitled to at least forty-five percent (45%) of the economics (offering amount) of such Subsequent Financings, on the same terms, conditions and price provided for in the Subsequent Financing. The Company agrees to provide the Placement Agent reasonable advanced written notice of its intention to effect a Subsequent Financing which shall include the terms and conditions of such Subsequent Financing.

5. Payment of Fees, Warrants and Expenses

(a) Fees. For the services provided as Placement Agent, at the Closing, the Company shall pay the Placement Agent by certified or official bank check, ACH or wire transfer of immediately available funds, at the option of the Placement Agent, to the extent not previously paid by the Company or the Escrow Agent, (i) a Placement Agent commission of seven percent (7%) of the gross proceeds from the sale of the Securities to Accredited Investors introduced to the Company by the Placement Agent (“Qualified Investors”) and (ii) Reimbursable Expenses incurred by the Placement Agent as provided in Section 5(c), below.

(b) [Reserved]

(c) Expenses. Whether or not the Offering is successfully completed, the Company will bear its own expenses in connection with the Offering. In addition, the Company shall pay or reimburse the Placement Agent for the reasonable expenses incurred by the Placement Agent in connection with the Offering (including the reasonable fees and expenses of the Placement Agent's counsel) up to a maximum of $100,000 (collectively, the “Reimbursable Expenses”). Counsel to the Company will be primarily responsible for the substantive creation of the Transaction Documents. In the event that the Company wishes Placement Agent’s counsel to play a more substantive role in those efforts, Company and the Placement Agent shall hold discussions in advance to determine whether additional legal fees might be appropriate. Notwithstanding anything else contained in this Agreement but subject to the provisions of this Section 5(c), all of these expenses shall be the obligation of the Company and shall be paid either prior to or at the Closing and any Reimbursable Expenses incurred after the Closing shall be paid by the Company within thirty (30) days after its receipt of a statement prepared by the Placement Agent detailing such Reimbursable Expenses; provided, however, that if the Closing does not occur and this Agreement is terminated other than pursuant to clauses (i) or (ii) of Section 8, then the Company shall have no obligation to the Placement Agent pursuant to this Section 5(c).

(d) Blue Sky Filing Expenses; Form D. The Company will make all filings required under the “Blue Sky” laws of those jurisdictions as may be reasonably requested by the Placement Agent and reasonably agreed to by the Company, and to pay all related expenses. The Company will file with the Securities and Exchange Commission, and will promptly thereafter forward to the Placement Agent, all reports on Form D as are required.

(e) No Other Fees. Except for the commissions payable to the Placement Agent, there are no commissions or finder’s fees payable by the Company for the Offering.

6. Conditions of Closing

The Closing shall be held remotely by the electronic exchange of documents. The obligations of the Placement Agent under this Agreement shall be subject to the continuing accuracy of the representations and warranties of the Company in this Agreement as of the date hereof and as of the date of the Closing as if they had been made on and as of the date of the Closing; the accuracy on and as of the date of the Closing of the statements of the officers of the Company made under this Agreement; and the performance by the Company on and as of each Closing of its covenants and obligations under this Agreement and to the following further conditions:

(a) Opinion Letter from Company Counsel. At each Closing, the Placement Agent shall receive from Anthony, Linder & Cacomanolis, PLLC, counsel to the Company, an opinion and a 10b-5 letter, each dated as of the date of each Closing, which opinion and letter shall be in form and substance reasonably satisfactory to counsel for the Placement Agent, and addressed to the Placement Agent and the Placement Agent as representative for each purchaser of the Securities.

(b) Agreements and Other Documents. At or before Closing, counsel for the Placement Agent shall have been furnished such documents, certificates and opinions as they may reasonably require to enable them to review or pass upon the matters referred to in this Agreement and the Transaction Documents, or to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions in this Agreement.

(c) No Material Events. At and before Closing (i) since the date of this Agreement, there shall have been no material adverse change in the condition or prospects of the Company, financial or otherwise, of the Company from the latest date as of which the condition is referred to in the Transaction Documents; (ii) since the date of this Agreement, there shall have been no material obligation incurred by the Company which has not been disclosed in the Transaction Documents; (iii) the Company shall not be in default under any provision of any document or instrument relating to any outstanding indebtedness for which a waiver or extension has not been received; (iv) since the date of this Agreement, the Company shall not have issued any securities (other than (x) those described or contemplated in the Transaction Documents, (y) grants of stock options and other awards in the ordinary course of business pursuant to an equity incentive plan maintained by the Company, if any, and (z) grants of shares upon conversion of or exercise of any convertible securities, options or warrants which were outstanding as of the date of this Agreement) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise, and other than as set forth in the Transaction Documents), except in the ordinary course of business; (v) since the date of this Agreement, no material amount of the assets of the Company shall have been pledged or mortgaged, except as disclosed in the Transaction Documents; and (vi) no action, suit or proceeding, at law or in equity, against the Company affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects, financial condition or income of the Company, except as referred to in the Transaction Documents.

(d) Officer’s Certificate. At Closing, the Placement Agent shall have received a certificate of the Company signed by the chief executive officer, dated as of the date of the Closing, to the effect that (i) the conditions set forth in subparagraph (c) above have been satisfied and that, (ii) as of the date of the Closing, the representations and warranties of the Company in this Agreement are true and correct in all material respects.

7. Indemnification.

(a) Indemnification by Company. The Company hereby agrees that it will indemnify, defend and hold harmless the Placement Agent, its affiliates and each officer, director, shareholder, employee and agent of the Placement Agent, and each person who controls the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all claims, losses, damages, liabilities, amounts paid in settlement and expense whatsoever (including all legal fees and other expenses reasonably incurred in connection with investigating, preparing to defend or defending any claim, action, proceeding, inquiry, investigation or litigation, commenced or threatened, or in appearing or preparing for appearance as a witness in any action, proceeding, inquiry, investigation or litigation) to which the indemnified person may become subject (i) as a result of any transaction covered by this Agreement or the Placement Agent performing the services contemplated by this Agreement, (ii) arising out of or based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission of material fact necessary to make the statements therein not misleading in light the circumstances in which they were made, contained in any information (whether oral or written) or documents, including the Transaction Documents or other information described in this Agreement, furnished or made available by the Company to the Placement Agent or offerees of the Securities or any of their representatives unless such statement or omission was made in reliance upon and in conformity with information furnished in writing by or on behalf of the Placement Agent to the Company expressly for use in the Transaction Documents; or (iii) the breach of any representation, warranty, covenant or agreement made by the Company in this Agreement. Upon reasonable documentation by an indemnified person at any time or from time to time, the Company will promptly reimburse the indemnified person for any loss, claim, damage, liability, amounts paid in settlement or expense actually and reasonably paid by the indemnified person as to which the Company has agreed to indemnify such person. However, the Company will not be liable under this indemnity to the extent that any loss, claim damage, liability, amounts paid in settlement or expense is found in a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) to be the result of the indemnified person’s bad faith, willful misconduct or gross negligence in performing the services described above and any previous payment or reimbursement by the Company will be promptly repaid to the Company.

(b) Indemnification by Placement Agent. The Placement Agent hereby agrees that it will indemnify, defend and hold harmless the Company and each officer, director, shareholder, employee and agent and each person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all claims, losses, damages, liabilities, amounts paid in settlement or expenses whatsoever (including, all legal fees and other expenses reasonably incurred in connection with investigating, preparing to defend or defending any action, claim, proceeding, inquiry, investigation or litigation, commenced or threatened, or in appearing or preparing for appearance as a witness in any action, proceeding, inquiry, investigation or litigation) to which the indemnified person or the Company may become subject arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission of material fact necessary to make the statements not misleading in light of the circumstances in which they were made, contained in the Transaction Documents in reliance upon, and in strict conformity with, information furnished in writing by or on behalf of the Placement Agent to the Company expressly for use in the Transaction Documents, or (ii) the breach of any representation, warranty, covenant or agreement made by the Placement Agent in this Agreement. Upon reasonable documentation by an indemnified person at any time or from time to time, the Placement Agent will promptly reimburse the indemnified person for any loss, claim, damage, liability, amounts paid in settlement or expense actually and reasonably paid by the indemnified person as to which the Placement Agent has agreed to indemnify such person. However, the Placement Agent will not be liable under this indemnity to the extent that any loss, claim, damage, liability, amounts paid in settlement or expense is found in a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) to be the result of the indemnified person’s bad faith, willful misconduct or gross negligence and any previous payment or reimbursement by the Placement Agent will be promptly repaid to the Placement Agent.

(c) Indemnification Procedures. Promptly after receipt by an indemnified party of notice of any claim or commencement of any action for which such indemnified party may be entitled to indemnification under Section 7(a) or 7(b) above, such indemnified party shall, within fifteen (15) business days, notify the indemnifying party in writing of the claim or the commencement of the action. However, any delay or failure to so notify the indemnifying party shall not relieve the indemnifying party of its obligation to indemnify the indemnified party if the indemnifying party is not materially prejudiced thereby. If any action is brought against the indemnified party, the indemnifying party may participate therein and assume and control the defense thereof with counsel chosen by it that is reasonably acceptable to the indemnified party, and the indemnifying party shall pay as incurred the fees and expenses of such counsel. After notice from the indemnifying party to the indemnified party of its election to so assume the defense, the indemnifying party will not be liable to the indemnified party under Section 7(a) or 7(b) above, as applicable, for any legal or other expenses subsequently incurred by the indemnified party in connection with its defense, but the indemnified party may, at its own expense, participate in the defense by counsel chosen by it, without, however, impairing the indemnifying party’s control of the defense. Nevertheless, the indemnified party or parties shall have the right to choose its or their own counsel and counsel for the defense of any action, all at the expense of the indemnifying party if: (i) the engagement of their counsel shall have been authorized in writing by the indemnifying party for the defense of such action, at the expense of the indemnifying party, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) the indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them that are different from or additional to those available to one or all of the indemnifying parties and which would give rise to a conflict of interest if counsel were to represent both the indemnifying party and the indemnified party (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties). However, such counsel chosen by an indemnified party shall be reasonably satisfactory to the indemnifying party. The indemnifying party shall pay the reasonable fees and expenses of such counsel as incurred. However, for any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, the indemnifying party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (other than counsel of record) at any time for all the indemnified parties. No settlement of any action or proceeding against an indemnified party shall be made without the consent of the indemnifying party, which shall not be unreasonably withheld.

(d) Contribution. To provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 7(a) or 7(b) above is due in accordance with its terms but is for any reason held by a court to be unavailable on grounds of policy or otherwise, the Company and the Placement Agent, as applicable, shall contribute to the aggregate losses, claims, damages, liabilities, amounts paid in settlement and expenses (including legal or other expenses reasonably incurred in connection with the investigation or defense of same) which the other may incur in such proportion as appropriately reflects both the relative benefits and relative fault of the parties and other relevant equitable considerations. If applicable law does not permit this allocation solely on such basis, then such contribution shall be made in such proportion so that the Placement Agent shall be responsible for such percent of the aggregate of such losses, claims, damages, liabilities, amounts paid in settlement and expenses as shall equal the percentage of the gross proceeds paid to the Placement Agent and the Company shall be responsible for the balance. However, in no event shall Placement Agent’s aggregate contributions exceed the amount of fees actually received by it under this Agreement. However, no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7(d), each person entitled to indemnification under Section 7(a) above shall have the same rights to contribution as the Placement Agent and each person entitled to indemnification under Section 7(b) above shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party for which a claim for contribution may be made against the other party under this Section 7(d), notify the party from whom contribution may be sought. However, any delay or failure to so notify the party from whom contribution may be sought shall not relieve that party from any obligation it may have for contribution if the party from whom contribution may be sought is not materially prejudiced thereby.

(e) The indemnity and contribution agreements contained in this Section 7 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any indemnified person.

8. Termination

This Agreement shall terminate if:

(a) the Closing specified in Section 1(b) does not take place on or before the eighth (8^th) calendar day following the Termination Date;

(b) the Company terminates the Offering during the Offering Period for any reason other than the Placement Agent’s breach of this Agreement; or

(c) the Placement Agent terminates the Offering during the Offering Period because (i) the Company has not performed one or more material obligations under this Agreement and the Company fails to immediately perform such obligation(s) after the Placement Agent notifies the Company of such nonperformance, or any representation or warranty under this Agreement is inaccurate in any material respect, or (ii) facts have come to the Placement Agent’s attention that cause the Placement Agent to believe that the Transaction Documents contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then existing, not misleading, and the Company, upon notice from the Placement Agent, fails to immediately amend or supplement the Transaction Documents pursuant to Section 4(f) in order to correct such untrue statement or state such omitted fact provided that such untrue statement or omitted fact is not caused by a material adverse change in the condition, financial or otherwise, of the Company.

The Company shall promptly pay to the Placement Agent the amount of its Reimbursable Expenses actually incurred (including fees and disbursements of counsel) upon presentation of documentation demonstrating that such expenses have actually been incurred if termination of this Agreement is effected pursuant to Section 8(a), (b) or (c). Upon such termination, all subscription documents and payment for the Securities that have not been closed upon shall be returned to the respective subscribers, without interest or deduction.

9. Effect of Termination.

Termination of this Agreement shall be without liability of any party to the other party except that the provisions of Section 5(c) (expenses); Section 7 (indemnification and contribution) and Section 10(c) (governing law, jurisdiction and service of process) shall remain effective despite termination.

10.  Miscellaneous

Notices. All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed given or delivered: (i) when delivered personally; (ii) one business day following deposit with a nationally recognized overnight courier service, provided such deposit occurs before the deadline imposed by that service for overnight delivery; (iii) when transmitted, if sent by facsimile copy or electronic mail, provided confirmation of receipt is received by sender and the notice is sent by an additional method provided under this Agreement, in each case provided the communication is addressed to the intended recipient thereof as set forth below:

If to Placement Agent, to:

D.A. Davidson & Co.
[Placement Agent address]

[Placement Agent city, state zip code]

Tel: [Placement Agent phone number]
Attention: [Placement Agent primary contact name]
Email: [Placement Agent primary contact email]

with copies (which shall not constitute notice) to:

[Placement Agent counsel name]

[Placement Agent counsel address 1]

[Placement Agent counsel address 2]

[Placement Agent counsel city, state zip code]

Fax: [Placement Agent counsel fax number]

Tel: [Placement Agent counsel phone number]

Attention: [Placement Agent counsel contact name(s)]

Email: [Placement Agent counsel contact email(s)]

If to the Company to:

Chilean Cobalt Corp.

1199 Lancaster Ave. Ste. 107

Berwyn, PA, USA 19312

Attn: Duncan Blount

Email: [email protected]

with copies (which shall not constitute notice) to:

Anthony, Linder & Cacomanolis, PLLC

1700 Palm Beach Lakes Blvd, Suite 820

West Palm Beach, FL 33401

Fax: [Company counsel fax number]

Tel: [Company counsel contact phone number]

Attention: [Company counsel contact name]

Email: [Company counsel contact email address]

or to such other address of which written notice is given to the parties.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all which shall be deemed to be one and the same instrument.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in all respects under the laws of the State of New York, without reference to its conflict of law provisions. Any right to trial by jury for any claim, action, proceeding or litigation arising out of this Agreement or any of the matters contemplated in this Agreement is waived by the Company and the Placement Agent. The parties hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located in the State of New York, for any dispute related to this Agreement or any of the matters contemplated hereby, consent to service of process by registered or certified mail return receipt requested or by any other manner provided by applicable law, and waive any right to claim that any action, proceeding or litigation so commenced has been commenced in an inconvenient forum.

Entire Agreement. This Agreement, together with the Transaction Documents, each Securities Purchase Agreement and the Exhibits and Schedules to this Agreement, contain the entire understanding between the parties and may not be modified or amended except by a writing duly signed by the party against whom enforcement of the modification or amendment is sought.

Independent Contractor; No Fiduciary Duties. The Placement Agent’s engagement under this Agreement in connection with the Offering is as independent contractor and not in any other capacity. The Company acknowledges that it is solely responsible for making its own judgments in connection with the Offering. No fiduciary, advisory or agency relationship between the Placement Agent and the Company has been or will be created for any of the transactions contemplated by this Agreement, irrespective of whether the Placement Agent has advised or is currently advising the Company on related or other matters. The Placement Agent shall have no obligation to the Company for the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement. The offering price of the Securities and the price to be paid by the investors were established by the Company following discussions and arms-length negotiations between the Placement Agent and the Company. The Placement Agent has not provided any legal, accounting, regulatory or tax advice to the Company for the transactions contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisers to the extent it has deemed appropriate. Accordingly, for each transaction contemplated by this Agreement and the process leading to the transaction, the Company waives, to the fullest extent permitted by law, any claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company for such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of the Company.

Severability. If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement.

Assignment. This Agreement shall be binding upon the Company, the Placement Agent and their respective successors and assigns. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, this Agreement may be assigned to and assumed by any person or entity which succeeds to all or substantially all or the business and assets of the Placement Agent.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

CHILEAN COBALT CORP.

By: ______________________________

Name: Duncan Blount

Title: Chief Executive Officer

D.A. DAVIDSON & CO.

By: ______________________________

Name: [Placement Agent signer name]

Title: [Placement Agent signer title]

EXHIBIT A

Draft Offering Documents

Exhibit 10.2

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the 27th day of November 2025, by and among Chilean Cobalt Corp., a Nevada corporation (the “Company”), [Buyer entity name], [Buyer entity country] having an office at [Buyer address] (“Buyer”, and together with the Company, each a “Party” and collectively the “Parties”).

RECITALS

WHEREAS, the Company desires to issue and sell to the Buyer, and the Buyer desires to purchase from the Company, upon the terms and conditions stated in this Agreement, shares of the Company’s Common Stock, as defined below, as more fully described in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the Parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto, each intending to be legally bound, agree as follows:

RECITALS, SCHEDULES

The foregoing recitals are true and correct and, together with the Exhibits and Schedules referred to hereafter, are incorporated into this Agreement by this reference.

DEFINITIONS

For purposes of this Agreement, except as otherwise expressly provided or otherwise defined elsewhere in this Agreement, or unless the context otherwise requires, the capitalized terms in this Agreement shall have the meanings assigned to them in this Article as follows:

“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 of 1933, as amended (the “Securities Act”).

“Agreement” shall have the meaning ascribed to such term in the Preamble.

“Assets” means all of the properties and assets of the Company and its Subsidiaries (as defined below), whether real, personal or mixed, tangible or intangible, wherever located, whether now owned or hereafter acquired.

“Business Day” means any day, other than a Saturday, a Sunday or a day on which banks are authorized or required by Law to be closed in New York, New York or Switzerland.

“Buyer” shall have the meaning ascribed to such term in the Preamble.

“Buyer Group” shall have the meaning ascribed to such term in the Section 7.5.

“Claims” means any proceedings, judgments, obligations, known threats, losses, damages, deficiencies, settlements, assessments, charges, costs and expenses of any nature or kind.

“Common Stock” means the Company’s common stock, $0.0001 par value per share.

“Company” shall have the meaning ascribed to such term in the Preamble.

“Contract” means any written contract, agreement, order or commitment of any nature whatsoever, including, any sales order, purchase order, lease, sublease, license agreement, services agreement, loan agreement, mortgage, security agreement, guarantee, management contract, employment agreement, consulting agreement, partnership agreement, shareholders agreement, buy-sell agreement, option, warrant, debenture, subscription, call or put.

“DPA” means Section 721 of the Defense Production Act of 1950 (50 U.S.C. § 4565), as amended, and all rules and regulations thereunder (including, without limitation, those codified at 31 C.F.R. Part 800), as each may be amended from time to time, and any successor statutes or regulations.

“Encumbrance” means any lien, security interest, pledge, mortgage, easement, leasehold, assessment, tax, covenant, restriction, reservation, conditional sale, prior assignment, or any other encumbrance, claim, burden or charge of any nature whatsoever.

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

“Existing Buyer Business” shall have the meaning ascribed to such term in the Section 7.5.

“GAAP” means generally accepted accounting principles, methods and practices set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, and statements and pronouncements of the Financial Accounting Standards Board, the SEC or of such other Person as may be approved by a significant segment of the U.S. accounting profession, in each case as of the date or period at issue, and as applied in the U.S. to U.S. companies.

“Governmental Authority” means any foreign, federal, state or local government, or any political subdivision thereof, or any court, agency or other body, organization, group, stock market or exchange exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

“Judgment” means any final order, writ, injunction, fine, citation, award, decree, or any other judgment of any nature whatsoever of any Governmental Authority.

“Knowledge of the Company” or “Company’s Knowledge” or any other similar knowledge qualification, means the actual knowledge of any officer of the Company, after reasonable inquiry.

“Law” means any provision of any law, statute, ordinance, code, constitution, charter, treaty, rule or regulation of any Governmental Authority applicable to the Company.

“Material Adverse Change” means any change, event or occurrence that, individually or in the aggregate with any other changes, events or circumstances, has had or would reasonably be expected to have (a) a material adverse effect on the business, financial condition, assets or results of operations of the Company or its subsidiaries, taken as a whole, or (b) a material adverse effect on the Company’s ability to perform its obligations hereunder or consummate the transactions contemplated hereby.

“Obligation” means any debt, liability or obligation of any nature whatsoever, whether secured, unsecured, recourse, nonrecourse, liquidated, unliquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known, unknown or obligations under executory Contracts.

“Party” shall have the meaning ascribed to such term in the Preamble.

“Person” means any individual, sole proprietorship, joint venture, limited or general partnership, company, corporation, association, cooperation, trust, estate, Governmental Authority, or any other entity of any nature whatsoever.

“Principal Trading Market” means the OTCQB Tier of OTC Markets.

“Proceeding” means any demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative hearing, or any other proceeding of any nature whatsoever.

“Purchase Price” means $0.50 per Share.

“SEC” means the United States Securities and Exchange Commission.

“SEC Documents” means all reports, schedules, forms, statements and other documents filed under the Securities Act and the Exchange Act by the Company with the SEC from the filing of its initial registration statement to the date hereof, or amended after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein.

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

“Share” or “Shares” means that number of shares of Common Stock set forth below Buyer's signatures on the signature page to this Agreement and issuable to the Buyer pursuant to this Agreement.

“Tax” means (i) any foreign, federal, state or local income, profits, gross receipts, franchise, sales, use, occupancy, general property, real property, personal property, intangible property, transfer, fuel, excise, accumulated earnings, personal holding company, unemployment compensation, social security, withholding taxes, payroll taxes, or any other tax of any nature whatsoever, (ii) any foreign, federal, state or local organization fee, qualification fee, annual report fee, filing fee, occupation fee, assessment, rent, or any other fee or charge of any nature whatsoever, or (iii) any deficiency, interest or penalty imposed with respect to any of the foregoing.

“Transfer Agent” means VStock Transfer LLC.

INTERPRETATION

In this Agreement, unless the express context otherwise requires: (a) the words “herein,” “hereof” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) references to the words “Article” or “Section” refer to the respective Articles and Sections of this Agreement, and references to “Exhibit” or “Schedule” refer to the Exhibits or Schedules annexed hereto; (c) references to a “party” mean a party to this Agreement and include references to such party’s permitted successors and permitted assigns; (d) references to a “third party” mean a Person not a party to this Agreement; (e) the terms “dollars” and “$” means U.S. dollars; (f) wherever the word “include,” “includes,” or “including” is used in this Agreement, it will be deemed to be followed by the words “without limitation.”

PURCHASE AND SALE

Sale and Issuance of Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Buyer will purchase from the Company, and the Company will issue and sell to the Buyer, the number of Shares equal to the aggregate purchase price set forth below the Buyer’s signature on the signature page to this Agreement (the “Aggregate Purchase Price”), divided by the Purchase Price.

Closing. The purchase, sale, and issuance of the Shares (the “Closing”) shall take place at the offices of [counsel name and address], such other location as the Parties shall mutually agree, or remotely by electronic exchange of documents, on the date that is at least two (2) Business Days but no later than ten (10) Business Days following the satisfaction or waiver of the conditions provided in Articles VIII and IX of this Agreement (other than conditions that, by their terms, are intended to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) unless a different date or time is mutually agreed upon in writing by the Company and the Buyer (the “Closing Date”).

Form of Payment; Delivery.

On or prior to the Closing, Buyer will pay the Aggregate Purchase Price by wire into the bank account (the “Account”) designated by D.A. Davidson & Co. (the “Placement Agent”) pursuant to the instructions set forth in the Schedules to this Agreement. The Buyer consents to payment of the Aggregate Purchase Price in United States dollars. At the Closing, the Shares shall be issued to the Buyer per the terms of this Agreement, subject to receipt of the Aggregate Purchase Price.

At the Closing, the Company shall: (i) record the Buyer in the stock ledger of the Company as the owner of the Shares (which the Parties acknowledge will not be certificated); and (ii) deliver to the Buyer a copy of the updated stock ledger of the Company, which records the Buyer as the owner of the Shares.

At the Closing, the Company shall, and shall cause its Transfer Agent to, establish an account for Buyer (the “Stock Account”) in Transfer Agent’s electronic platform reflecting Buyer’s ownership of the Shares as of the Closing. The Company shall cause the Transfer Agent to deliver electronic evidence of Buyer’s ownership of the Shares whether by delivery of DRS statement or in an alternative format reasonably acceptable to Buyer, as promptly as possible following the Closing.

BUYER'S REPRESENTATIONS AND WARRANTIES

The Buyer represents and warrants to the Company that the statements contained in this Article V are true and correct with respect to such Buyer as of the date hereof:

Investment Purpose. The Buyer is acquiring the Shares for its own account for investment only and not with a present view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act; provided, however, that by making the representations herein, such Buyer reserves the right to dispose of the Shares at any time in accordance with or pursuant to an effective registration statement covering such Shares or an available exemption under the Securities Act. The Buyer acknowledges that a legend will be placed on the certificates representing the Shares in substantially the following form:

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF COUNSEL TO THE ISSUER.

Investor Status. The Buyer represents and warrants to Seller that it satisfies one of the following investor categories:

(i) The Buyer is not a U.S. person as that term is defined under Rule 903 of Regulation S (“Regulation S”); (ii) at the time the purchase was originated, such Buyer was outside the United States and is outside of the United States as of the date of the execution and delivery of this Agreement; (iii) such Buyer is purchasing the Shares for its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged with a purchaser in the United States; or

The Buyer is an “accredited investor,” as that term is defined in Regulation D.

The Buyer has reviewed the definitions of “U.S. person” and “accredited investor” contained on Exhibit A hereto and hereby represents and warrants that such Buyer understands such definitions.

Reliance on Exemptions; Opinion. The Buyer understands that (a) the offering of the Shares have not and will not be registered under the Securities Act, (b) the Shares will be “restricted securities” (as that term is defined under Rule 144(a)(3) of the Securities Act and such Shares may not be resold unless they are registered under the Securities Act or an exemption from registration is available), (c) the Shares are being offered and sold to such Buyer in reliance on specific exemptions from the registration requirements of United States federal and state securities Laws, and (d) the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Information. The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and other information such Buyer deemed material to making an informed investment decision regarding its purchase of the Shares which have been requested by such Buyer. The Buyer acknowledges such Buyer has reviewed the SEC Documents, which are available on the SEC’s website (www.sec.gov) at no charge to such Buyer. The Buyer acknowledges that such Buyer may retrieve all SEC Documents from such website and the Buyer’s access to such SEC Documents through such website shall constitute delivery of the SEC Documents to such Buyer. The Buyer and such Buyer’s advisors, if any, have been afforded the opportunity to ask questions of the Company and its management. The Buyer understands that such Buyer’s investment in the Shares involves a high degree of risk. The Buyer is financially sophisticated sufficiently to evaluate the merits and risks of this investment. The Buyer has sought such accounting, legal, and tax advice as such Buyer has considered necessary to make an informed investment decision with respect to its acquisition of the Shares. Without limiting the foregoing, the Buyer has carefully considered the potential risks relating to the Company and a purchase of the Shares, including those risks described in the SEC Documents, and the Buyer fully understands that the Shares are a speculative investment that involves a high degree of risk of loss of such Buyer’s entire investment.

No Governmental Review. The Buyer understands that no United States federal or state Governmental Authority has passed on or made any recommendation or endorsement of the Shares, or the fairness or suitability of the investment in the Shares, nor have such Governmental Authorities passed upon or endorsed the merits of the offering of the Shares.

Authorization, Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid and binding agreement of such Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

General Solicitation. The Buyer is not purchasing the Shares as a result of any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. The Buyer represents that it has a relationship with the Company preceding the offering of the Shares.

Organization and Authority of Buyer. The Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation or incorporation. The Buyer has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Buyer of this Agreement, the performance by such Buyer of its obligations hereunder, and the consummation by such Buyer of the transactions contemplated hereby have been duly authorized by all requisite action on the part of such Buyer.

No Conflicts; Consents. The execution, delivery and performance by the Buyer of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with any provision of the certificate of formation, limited liability company agreement, or other governing documents of such Buyer; (b) violate or conflict with any provision of any Law or Governmental Authority applicable to such Buyer; (c) require the consent, notice or other action by any Person under, violate or conflict with, or result in the acceleration of any agreement to which such Buyer is a party; or (d) require any consent, permit, filing or notice from, with or to any Governmental Authority; except, in the cases of clauses (b) and (c), where the violation, conflict, acceleration or failure to obtain consent or give notice would not have a material adverse effect on such Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Authority’s order, filing or notice which, in the aggregate, would not have a material adverse effect on such Buyer’s ability to consummate the transactions contemplated hereby.

Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Buyer has not, nor has any Person acting on behalf of or pursuant to any understanding with such Buyer, directly or indirectly, executed any purchases or sales, including short sales, of the securities of the Company during the period commencing as of the time that such Buyer first received a term sheet (written or oral) from the Company, or any other Person representing the Company, setting forth the material terms, which terms include definitive pricing terms, of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than to other Persons party to this Agreement or to the Buyer’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, the Buyer has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares order to effect short sales or similar transactions in the future.

Independent Advice. The Buyer understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Buyer in connection with the purchase of the Shares constitutes legal, tax or investment advice.

Legal Proceedings. There are no proceedings pending or, to the Buyer’s knowledge, threatened against or by such Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth and disclosed in the corresponding sections of the Company’s disclosure schedules (“Schedules”) attached to this Agreement and made a part hereof or the SEC Documents, the Company and each of its significant subsidiaries (as set forth in the SEC Documents) (“Subsidiaries”) each hereby makes the following representations and warranties to the Buyer. The Schedules shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Article VI and certain other sections of this Agreement, and the disclosures in any section or subsection of the Schedules shall qualify other sections and subsections in this Article VI only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.

Organization. The Company is a corporation duly organized, validly existing as a domestic Company and in good standing under the laws of the State of Nevada, has the requisite power and authority to carry on its business as now conducted and described in the SEC Documents and is qualified to do business in each jurisdiction in which its ownership or lease of property or the conduct or nature of its business requires such qualification.

Subsidiaries. All direct and indirect Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization or incorporation, and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a Material Adverse Change on the assets, business or operations of the Company taken as a whole. The Company or a Subsidiary holds all of the equity interests of each of the Subsidiaries free and clear of any charge, claim, mortgage, lien, option, pledge, security interest or other restriction of any kind. The Company does not own or control, directly or indirectly, any corporation, association or entity other than those listed in the SEC Documents.

Capitalization. The Company has an authorized, issued and outstanding capitalization as of the date of this Agreement as set forth in the Schedules to this Agreement and such authorized capital stock conforms in all material respects to the description thereof set forth in the SEC Documents. The description of the securities of the Company in the SEC Documents is complete and accurate in all material respects. Except as set forth in the SEC Documents, there are no (i) stock options, warrants, or other rights to purchase or otherwise acquire (including conversion or preemptive rights, rights of first refusal, rights of first purchase, purchase options, call options or subscription rights) any authorized, but unissued shares of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities, (ii) restrictions on the transfer of share capital of the Company other than pursuant to federal or state securities laws or as set forth in this Agreement or (iii) obligations (contingent or otherwise) on the part of the Company to repurchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof.

Valid Issuance of Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and nonassessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized shares of Common Stock conform in all material respects to all statements relating thereto contained in the SEC Documents. The offers and sales of the outstanding shares of Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or “blue sky” laws or, based in part on the representations and warranties of the purchasers of such shares, exempt from such registration requirements.

Authorization; Enforceability. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

No Conflicts. The execution, delivery and performance by the Company of this Agreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (a) result in a material breach of or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company or any of its Subsidiaries is a party; (b) result in any violation of the provisions of the Company’s amended and restated Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or other governing documents of the Company and its Subsidiaries; or (c) assuming that all consents, approvals and authorizations contemplated by Section 6.8 have been obtained and all filings described in such clause has been made, violate any existing applicable law, rule, regulation, judgment, order or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations) of any Governmental Authority.

Issuance of Shares. (a) The Shares have been duly authorized for issuance and sale and, when issued, sold and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable; (b) the holders thereof are not and will not be subject to personal liability by reason of being such holders; (c) the Shares are not and will not be subject to any liens, encumbrances or restrictions on transfer, including preemptive rights or rights of first refusal of any holders of any security of the Company or similar contractual rights granted by the Company, other than as arising pursuant to this Agreement, as a result of any action by the Buyer or under federal or state security Laws; and (d) all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly and validly taken. Assuming the accuracy of the representations and warranties of the Buyer set forth in Article V, the offer and sale by the Company of the Shares is exempt from: (i) the registration and prospectus delivery requirements of the Securities Act; and (ii) the registration and/or qualification provisions of all applicable securities Laws.

Consents. No consent, approval, authorization or order of, and no filing with, any Governmental Authority is required for the valid issuance, sale and delivery of the Shares in accordance with the terms hereof and the consummation of the transactions and agreements contemplated by this Agreement, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or in connection with the sale of the Shares.

Independent Registered Public Accounting Firm. To the Knowledge of the Company, Fruci & Associates II, PLLC (the “Auditor”), whose report is filed with the Commission as part of the SEC Documents, is a registered independent public accounting firm as required by the Securities Act and the Securities Act Regulations and the Public Company Accounting Oversight Board (the “PCAOB”) and is actively registered with the PCAOB as of the date hereof.

Enforceability of Agreements. All agreements between the Company and third parties expressly referenced in the SEC Documents are legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

No Violation or Default. No default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any term or provision of its Charter, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Authority, except, in the case of any such violation or default that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

Compliance with Laws. Each of the Company and its Subsidiaries: (a) is and at all times has been in material compliance with all statutes, rules, or regulations applicable to Company’s business, including, without limitation, anti-bribery and corruption, anti-money laundering, sanctions and fraud (“Applicable Laws”); (b) has implemented and maintained ethics and compliance policies and procedures which are reasonably designed to ensure compliance with Applicable Laws in light of the Company’s size and resources; (c) has not received any notice of adverse finding, warning letter, untitled letter or other correspondence or notice from any other governmental authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (d) possesses all material Authorizations and such Authorizations are valid and in full force and effect and are not in material violation of any term of any such Authorizations; (e) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental authority or third party alleging that any business operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such governmental authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (f) has not received notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such governmental authority is considering such action; and (g) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct on the date filed (or were corrected or supplemented by a subsequent submission), in each case to the extent of a Material Adverse Change.

No Material Adverse Change. Since December 31, 2024 through the date of this Agreement, (a) there has not occurred any Material Adverse Change; (b) the Company and each of its Subsidiaries has conducted its business operations in the ordinary course of business consistent with past practice; (c) there have been no material transactions entered into by the Company or any of its Subsidiaries (whether or not in the ordinary course of business) that is material to the Company and its Subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its Subsidiaries taken as a whole, other than as contemplated pursuant to this Agreement; and (d) no officer or director of the Company has resigned from any position with the Company.

Financial Statements. The financial statements included in the SEC Documents, including the notes thereto and supporting schedules included in the SEC Documents (the “Financial Statements”), fairly present the financial position and the results of operations of the Company in all material respects at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with GAAP, consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP), and the supporting schedules included in the SEC Documents present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the SEC Documents under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the SEC Documents have been properly compiled and prepared in all material respects in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the SEC Documents regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the SEC Documents discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the SEC Documents, (a) neither the Company nor any of its direct and indirect Subsidiaries (including, for this purpose, any variable interest entities), including each entity disclosed or described in the SEC Documents as being a Subsidiary, has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its shares of Common Stock or any other equity securities, (c) there has not been any change in the shares of Common Stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any Material Adverse Change in the Company’s long-term or short-term debt.

No Litigation. There is no Claim pending or, to the Knowledge of the Company, threatened against, or involving the Company or any executive officer or director, or which the Company intends to initiate, other than as set forth in the SEC Documents.

Consents and Permits. The Company and each of its Subsidiaries has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described in the SEC Documents (collectively, “Permits”), except for such Permits the failure of which to possess or obtain would not reasonably be expected to result in a Material Adverse Change.

Intellectual Property Rights. The Company and each of its Subsidiaries own or possesses or have valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the SEC Documents. To the Knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the SEC Documents will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (a) there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (b) there is no pending or, to the Knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 6.17, reasonably be expected to result in a Material Adverse Change; (c) the Intellectual Property Rights owned by the Company and the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6.17, reasonably be expected to result in a Material Adverse Change; (d) there is no pending or, to the Knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6.17, reasonably be expected to result in a Material Adverse Change; and (e) to the Knowledge of the Company, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. All material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the SEC Documents and are not described therein. The SEC Documents contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

Certain Market Activities. The Company has not taken and will not take, directly or indirectly, any action designed to, or that might be reasonably expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Securities.

Taxes. To the Knowledge of the Company, each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and in all material respects has paid all taxes imposed on or assessed against the Company or such respective Subsidiary. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the SEC Documents are sufficient in all material respects for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Buyer, (a) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (b) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” mean all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Valid Title. (a) The Company and each of its Subsidiaries has legal and valid fee simple title to or rights to purchase, or valid leasehold interests in, or easements or other limited property interests in, all properties and assets necessary in the ordinary course of business, free and clear of all liens, charges, encumbrances, equities, claims, options and restrictions; (b) each lease agreement to which the Company and each of its Subsidiaries is a party is duly executed and legally binding; (c) its leasehold interests are set forth in and governed by the terms of any lease agreements, and, to the Company’s Knowledge such agreements are valid, binding and enforceable in accordance with their respective terms under applicable state or federal law; and (d) neither the Company nor any of its Subsidiaries operates, manages or has any other right or interest in any other material real property of any kind, except as described in the SEC Documents.

Accounting Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) to the extent required by the Exchange Act that have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance (a) that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (b) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the SEC Documents, the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the audit committee of the board of directors of the Company have been advised of: (x) all significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’ ability to record, process, summarize and report financial information; and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Sarbanes-Oxley Compliance.

Disclosure Controls. The Company has developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15 or 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documents.

Compliance. The Company has been, and on the Closing Date, will be, in compliance with the provisions of the Sarbanes-Oxley Act applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure the Company’s future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the Sarbanes-Oxley Act.

No Labor Disputes. There are no strikes, lockouts, labor disputes with employees of the Company or any of its Subsidiaries or slowdowns against the Company or any of its Subsidiaries pending, or to the Knowledge of the Company, threatened, which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Change.

Investment Company Act. The Company is not and, will not be, either after receipt of payment for the Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in this Agreement, required to register as an “investment company,” as defined in the Investment Company Act of 1940, as amended.

Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds from the issuance, sale and delivery of the Shares will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the shares of Common Stock to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board

Insurance. The Company carries or is entitled to the benefits of insurance, with reputable insurers, in such amounts and covering such risks which the Company believes are adequate in view of balancing of the costs of insurance, the risks of loss and its benefits to the Company, and all such insurance is in full force and effect. The Company has no reason to believe that it will not be able (a) to renew its existing insurance coverage as and when such policies expire or (b) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.

Foreign Corrupt Practices Act. None of the Company and its Subsidiaries or any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, has, directly or indirectly, (a) given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company; (b) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) or, to the Company’s Knowledge, any applicable non-U.S. anti-bribery statute or regulation; or (c) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, “foreign official” (as defined in the FCPA) or employee. The Company and its Subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure continued compliance therewith.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Knowledge of the Company, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, Switzerland or other relevant sanctions authority or based, organized or resident in a country or territory that is the subject of comprehensive (i.e., country-wide or territory-wide) Sanctions (including, Crimea, Cuba, Donetsk, Iran, Luhansk, North Korea and Syria) (a "Sanctioned Country") (collectively, a "Sanctioned Person") and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any Sanctioned Person.

Related-Party Transactions. There are no business relationships or related party transactions involving the Company or any other person required to be described in the SEC Documents that have not been described as required under Regulation S-K.

SEC Documents. 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 one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such materials) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Documents, 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.

Employment Matters.

The Company is not a party to, or bound by, any collective bargaining or other agreement with a labor organization representing any of its employees. Since December 31, 2022, there has not been, nor, to the Company’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, picketing or other similar labor disruption or dispute affecting the Company.

The Company is in material compliance with all applicable Laws pertaining to employment and employment practices to the extent they relate to employees of the Company. There are no actions against the Company pending, or to the Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitral tribunal in connection with the employment or termination of employment of any current or former employee of the Company, including, without limitation, any action relating to unfair labor practices, employment discrimination, harassment, retaliation, leave, accommodation, minimum wages, overtime compensation, hazardous work conditions, equal pay or any other hiring, employment or employment termination related matter arising under applicable Laws.

The representations and warranties set forth in this Section 6.31 are the Company’s sole and exclusive representations and warranties regarding employment matters.

Registration Rights. No Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any subsidiary.

Disclosure. Except with respect to the material terms and conditions of the transactions contemplated under this Agreement, the Company confirms that neither it nor any other Person acting on its behalf has provided the Buyer or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Company’s public filings. The Company understands and confirms that the Buyer will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Buyer regarding the Company and its subsidiaries, their respective businesses and the transactions contemplated hereby, including the Schedules to this Agreement, is true and correct in all material respects 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 the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve (12) months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and believes, to its best knowledge, that the Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Article V hereof.

No Integrated Offering. Assuming the accuracy of Buyer's representations and warranties set forth in Article V, 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 Shares to be integrated with prior offerings by the Company for purposes of (a) the Securities Act that would require the registration of the Shares under the Securities Act, or (b) any applicable shareholder approval provisions of any trading market on which any of the securities of the Company are listed or designated.

Solvency. Based on the consolidated financial condition of the Company, as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Shares hereunder, (a) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (b) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (c) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). To the Company’s Knowledge, there are no facts or circumstances which lead the Company to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date.

Committee on Foreign Investment in the United States (CFIUS). The Company does not engage in the production, design, testing, manufacture, fabrication, or development of one or more “critical technologies” within the meaning of the DPA.

Money Laundering. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance 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, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any subsidiary, threatened.

COVENANTS

Efforts. Each Party shall use its reasonable best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Article VIII and Article IX of this Agreement.

Affirmative Covenants. Until the earlier of one (1) year from the date hereof or when the Shares are no longer registered in the name of the Buyer on the books and records of the Company, the Company shall: (i) file in a timely manner all reports required to be filed by the Company under the Securities Act, the Exchange Act (including reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144) or any securities Laws and regulations thereof applicable to the Company of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, if not otherwise publicly available, to provide a copy thereof to the Buyer upon request; (ii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of any of the Shares upon the Principal Trading Market (subject to official notice of issuance) and, take all action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Company shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, FINRA, and such other Governmental Authorities, as applicable.

Use of Proceeds. The Company shall use the net proceeds from the sale of the Shares for working capital, and general corporate purposes and the payment of the fees and expenses of this offering.

Public Disclosure of Buyer. The Company shall not publicly disclose the name of the Buyer, or include the name of the Buyer in any filing with the SEC or any regulatory agency or Principal Trading Market, without the prior written consent of such Buyer except: (a) as required by federal securities law or (b) to the extent such disclosure is required by Law or Principal Trading Market regulations, in which case the Company shall provide Buyer with prior written notice of such disclosure permitted under this clause (b).

Right to Conduct Activities. The Company hereby agrees and acknowledges that the Buyer is a public company with numerous business lines (the “Existing Buyer Business”) and an active investment and acquisition program. The Company hereby agrees that none of the Buyer or any of its Affiliates (together, the “Buyer Group”) shall be liable to the Company or any of its Affiliates for any claim arising out of, or based upon, (a) the investment by the Buyer Group in any entity competitive with the Company, (b) actions taken by any partner, officer or other representative of the Buyer Group to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company, or (c) with respect to the Buyer Group, the Buyer Group engaging in Existing Buyer Business; provided, however, that the foregoing shall not limit any of the Buyer’s or any of its Affiliates’ obligations under this Agreement or otherwise relieve the Buyer or any Affiliate of the Buyer from liability associated with the breach by the Buyer of any representation, warranty, covenant, agreement or obligation set forth in this Agreement.

Transfer or Resale. For as long as the Buyer or any of its Affiliates beneficially owns any Shares, the Company shall use reasonable best efforts to take such further necessary action as the Buyer may reasonably request in connection with the removal of any restrictive legend on the Shares being sold, all to the extent required from time to time to enable the Buyer to sell the Shares without registration under the Securities Act within the limitations of the exemption provided by Rule 144.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL

The obligation of the Company hereunder to issue and sell the Shares to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

The Buyer shall have executed this Agreement, and delivered it to the Company.

The Buyer shall have executed the Investor Status Representation attached as Exhibit A to this Agreement.

The Buyer shall have paid the Aggregate Purchase Price to the Company in accordance with the terms and conditions set forth in Section 4.3.

(a) The representations and warranties made by the Buyer in Article V of this Agreement shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, in which case such representations and warranties will be true and correct as of such other date), except in each case where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Buyer’s ability to perform its obligations hereunder or consummate the transactions contemplated hereby and (b) the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date.

No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement.

Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted in a Material Adverse Change.

Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement.

CONDITIONS PRECEDENT TO A BUYER’S OBLIGATIONS TO PURCHASE

The obligation of the Buyer hereunder to purchase the Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

The Company shall have executed and delivered this Agreement to the Buyer.

(a) The representations and warranties made by the Company and each of the Subsidiaries in Article VI of this Agreement shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article IV, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, in which case such representations and warranties will be true and correct as of such other date), and (b) the Company and each of the Subsidiaries shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company and the Subsidiaries at or prior to the Closing Date.

No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement.

No event shall have occurred which could reasonably be expected to result in a Material Adverse Change.

TERMINATION

Termination. This Agreement may be terminated prior to Closing by: (a) written agreement of the Buyer and the Company, (b) either Party, upon written notice to the other, if Closing does not occur before three (3) months from the date of this Agreement (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to or on the Termination Date; (c) either Party, upon written notice to the other, so long as the Party terminating this Agreement is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 8.4 or Section 9.2, as applicable, could not be satisfied prior to or on the Termination Date, (i) upon a breach of any covenant or agreement on the part of such Party set forth in this Agreement or (ii) if any representation or warranty of such Party shall have been or become untrue, in each case such that any of the conditions set forth in Section 8.4 or Section 9.2, as applicable, could not be satisfied prior to or on the Termination Date.

Consequences of Termination. In the event of the termination of this Agreement pursuant to Section 10.1, this Agreement (except for this Section 10.2 and Article XII, and any definitions set forth in this Agreement and used in this Section 10.2 and Article XII) shall forthwith become void and have no effect, without any liability on the part of either Party; provided, however, that nothing contained in this Section 10.2 shall relieve either Party from liability for fraud or any intentional or willful breach of this Agreement.

INDEMNIFICATION

Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Shares for two (2) years, and no claim for indemnification may be made after such time. All covenants, agreements and obligations in this Agreement will survive pursuant to the terms thereof; provided, however, that, nothing herein shall prevent a Party from making any claim hereunder, or relieve any other Party from any liability hereunder, after such time for any breach thereof.

Indemnification by the Company. Subject to the other terms and conditions of this Article XI, from and after the Closing, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (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), each Person who controls such Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or 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 such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any such Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or (b) any action to the extent such action is based on the Company’s acts, omissions, disclosures or failures to disclose instituted against a Buyer Party, or any of them or their respective Affiliates, by any shareholder of the Company who is not an Affiliate of such Buyer Party, with respect to any of the transactions contemplated in this Agreement (unless such action is based upon a material breach of such Buyer Party’s representations, warranties or covenants in this Agreement or any agreements or understandings such Buyer Party may have with any such shareholder or any violations by such Buyer Party of state or federal securities laws or any conduct by such Buyer Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, such Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, and the reasonable and documented fees and expenses of such counsel shall be borne by the Company if (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Buyer Party. The Company will not be liable to any Buyer Party under this Agreement (x) for any settlement by a Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; or (y) to the extent, but only to the extent that a loss, claim, damage or liability is finally judicially determined to be attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by such Buyer Party in this Agreement. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Buyer Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification by Buyer. Subject to the other terms and conditions of this Article XI, from and after the Closing, the Buyer shall indemnify the Company against, and shall hold the Company harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Company based upon, arising out of or with respect to:

any inaccuracy in or breach of any of the representations or warranties of such Buyer contained in this Agreement; or

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Buyer pursuant to this Agreement.

Certain Limitations. The indemnification provided for in Sections 11.2 and 11.3 shall be subject to the following limitations:

The aggregate amount of all Losses for which a party shall be liable pursuant to this Article XI shall not exceed the proceeds actually received under this Agreement.

In no event shall any Party be liable to any other Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple.

Payments by a party pursuant to this Article XI in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the indemnified Party in respect of any such claim. The indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement.

The Company shall not be liable under this Article XI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement if the Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Each indemnified Party shall take all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.

MISCELLANEOUS

Notices. All notices of request, demand and other communications hereunder shall be addressed to the parties as follows:

unless the address is changed by the party by like notice given to the other parties. Notice shall be in writing and shall be deemed delivered: (a) if mailed by certified mail, return receipt requested, postage prepaid and properly addressed to the address below, then three (3) Business Days after deposit of same in a regularly maintained U.S. Mail receptacle; or (b) if mailed by Federal Express, UPS or other nationally recognized overnight courier service, next business morning delivery, then one (1) Business Day after deposit of same in a regularly maintained receptacle of such overnight courier; or (c) if hand delivered, then upon hand delivery thereof to the address indicated on or prior to 5:00 p.m., New York time, on a Business Day. Any notice hand delivered after 5:00 p.m., New York time, shall be deemed delivered on the following Business Day. Notwithstanding the foregoing, notice, consents, waivers or other communications referred to in this Agreement may be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have been delivered only when the sending party has confirmed (by reply e-mail or some other form of written confirmation from the receiving party) that the notice has been received by the other party.

Entire Agreement. This Agreement, including the Exhibits and Schedules attached hereto and the documents delivered pursuant hereto, set forth all the promises, covenants, agreements, conditions and understandings between the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous agreements, understandings, inducements or conditions, expressed or implied, oral or written, except as contained herein; provided, however, except as explicitly stated herein, nothing contained in this Agreement shall (or shall be deemed to) (a) have any effect on any agreements the Buyer has entered into with, or any instruments the Buyer has received from, the Company prior to the date hereof with respect to any prior investment made by any Buyer in the Company or (b) waive, alter, modify or amend in any respect any obligations of the Company, or any rights of or benefits to the Buyer or any other Person, in any agreement entered into prior to the date hereof between or among the Company and the Buyer, or any instruments the Buyer received from the Company prior to the date hereof, and all such agreements and instruments shall continue in full force and effect.

Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by the Company without the prior written consent of the Buyer. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties hereto.

Waivers. The failure of a Party to insist upon strict performance of any provision of this Agreement or to exercise any right arising out of this Agreement shall neither impair that provision or right nor constitute a waiver of that provision or right, in whole or in part, in that instance or in any other instance.

Binding Effect. This Agreement shall be binding upon the Parties hereto, their respective successors and permitted assigns.

Amendment. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Buyer.

Gender and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the party or parties or their personal representatives, successors and assigns may require.

Execution. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered its signed counterpart to the other party. A digital reproduction, portable document format (“.pdf”) or other reproduction of this Agreement may be executed by one or more Parties hereto and delivered by such party by electronic signature (including signature via DocuSign or similar services), electronic mail or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.

Headings. The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement.

Governing Law. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Nevada, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, 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 any such court, that such suit, action or Proceeding is brought in an inconvenient forum or that the venue of such suit, action or Proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Buyer, to realize on any collateral or any other security for such obligations, or to enforce a Judgment or other court ruling in favor of the Buyer.

Further Assurances. The Parties hereto will execute and deliver such further instruments and do all such further acts and things as may be reasonably required to carry out the intent and purposes of this Agreement and the consummation of the transactions contemplated hereby.

Joint Preparation. The preparation of this Agreement has been a joint effort of the parties and the resulting documents shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.

Severability. If any one of the provisions contained in this Agreement, for any reason, shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, (a) such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and (b) all other provisions of this Agreement shall remain in full force and effect and be construed as if the invalid, illegal or unenforceable provision had never been contained herein.

No Third Party Beneficiaries. Other than as set forth herein, this Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

WAIVER OF JURY TRIAL. EACH OF THE BUYER AND THE COMPANY, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE BUYER AND THE COMPANY ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BUYER TO PURCHASE THE SHARES.

Expenses. Other than as set forth herein, each Party shall pay its own costs, charges and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement.

Cumulative Remedies. No remedy referred to in this Agreement is intended to be exclusive unless explicitly stated to be so, but each shall be cumulative and in addition to any other remedy referred to in this Agreement or otherwise available under law.

[SIGNATURES ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.

CHILEAN COBALT CORP.,
a Nevada corporation

By: _________________________

Duncan T. Blount
Chief Executive Officer and Chairman

[Buyer entity name],

[Buyer entity company]

Signature: __________________________

Name: _____________________________

Aggregate Purchase Price for Buyer’s Shares: [Cost of shares being purchased]

Aggregate Number of Shares: [Number of shares being purchased]

Exhibit A

INVESTOR STATUS

Each person or entity subscribing for securities (the “Securities”) of Chilean Cobalt Corp. (the “Company”) must qualify as (i) an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) a person which is not a U.S. Person (as defined in Regulation S of the Securities Act).

Accredited Investor

In order to confirm that the person or entity qualifies as an accredited investor, each individual investor, or each investing entity's authorized officer or other representative, must check one or more of the boxes below that applies to that person or entity and initial next to such checked box or boxes.

________________

¹       For purposes of calculating net worth: (i) the person's primary residence shall not be included as an asset, (ii) indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability.

By checking the applicable box or boxes above and initialing next to such checked box or boxes, the undersigned investor is certifying to the Company that the undersigned is an accredited investor for the reason stated above.

U.S. Person

Are you a U.S. Person as defined under Regulation S of the Securities Act? Please see the definition of U.S. Person below.

☐ YES                    ☐ NO

Definition of U.S. person:

1.         “U.S. person” means:

(i) Any natural person resident in the United States;

(ii) Any partnership or corporation organized or incorporated under the laws of the United States;

(iii) Any estate of which any executor or administrator is a U.S. person;

(iv) Any trust of which any trustee is a U.S. person;

(v) Any agency or branch of a foreign entity located in the United States;

(vi) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(vii) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(viii) Any partnership or corporation if:

2.         The following are not “U.S. persons”:

(i) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(ii) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(iii) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

(iv) An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(v) Any agency or branch of a U.S. person located outside the United States if:

(vi) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

Investment Certifications

The undersigned investor herby certifies the following to the Company:

Stock Issuance Information

If Securities are being issued to you pursuant to the Agreement, please provide the below information:

Legal Name of Shareholder: _______________________

Address: ___________________________

SSN/EIN (if any): ____________________

Email: _____________________________

Phone Number: ______________________

[Signatures appear on the next page]

By signing below, the undersigned confirms that the undersigned understands this document and that all of the above information about the undersigned is true, correct and complete.

Schedule 6.2

Subsidiaries