Exhibit 3.3

AMENDED AND RESTATED

CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK SETTING FORTH THE POWERS, PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF SUCH SERIES OF PREFERRED STOCK

Pursuant to Section 16-10(a)-821 of the Utah Revised Business Corporation Act. which provides that a written consent setting forth the actions taken and signed by all directors shall have the same effect as a unanimous vote taken at a meeting of the directors. Nu-Med Plus, Inc., a Utah corporation (the “Corporation”),

DOES HEREBY CERTIFY:

The Articles of Incorporation of the Corporation as filed with the Division of Corporations and Commercial Code of the State of Utah on October 25, 2011 (the “Articles”) confers upon the Board of Directors of the Corporation (the “Board of Directors”) the authority to provide for the issuance of shares of preferred stock in series and to establish the number of shares to be included in each such series and to fix or alter the designations. powers and preferences, and relative, participating, optional or other rights, if any, and qualifications, limitations or restrictions thereof.

On April 26, 2024, the Corporation filed a Certificate of Designation of Series A Preferred Stock Setting Forth the Powers, Preferences, Rights, Qualifications, Limitations and Restrictions of Such Series of Preferred Stock, with the Division of Corporations and Commercial Code of the State of Utah (the “Original Designation”).

None of the shares of Series A Preferred Stock designated by the Original Designation have been issued to date.

On June [ ], 2026, the Board of Directors duly adopted resolutions amending and restating the Original Designation, and creating an amended series of Series A Preferred Stock having the designation and number of shares and the powers. preferences and rights of the shares of such series, and the qualification, limitations and restrictions thereof as set forth below:

Section I.     Designation and Number. Of such 10,000,000 shares of authorized Preferred Stock, $0.001 par value per share of the Corporation, 9,000,000 shares are designated as "Series A Preferred Stock” (the “Series A Preferred Stock”).

Section 2.    Dividends. The holders of the Series A Preferred Stock shall not be entitled to receive dividends on the Series A Preferred Stock or to participate in dividends paid on the Corporation's Common Stock.

Section 3.    Liquidation Preference. The holders of the Series A Preferred Stock shall not be entitled to any liquidation preference.

Section 4.  Voting. The holders of the Series A Preferred Stock will have the shareholder voting rights as described in this Section 4, the Corporation’s Articles of Incorporation, or as required by law. For so long as any shares of the Series A Preferred Stock remain issued and outstanding, each holder thereof shall have the right to vote an amount of voting shares equal to the number of shares of Common Stock into which such holder’s Series A Preferred Stock is convertible as of the record date for such action, or if there is no record date, the date of determination, as discussed in Section 5, below, subject in all cases to Section 5.2 hereof and the Maximum Percentage set forth therein (i.e., in no event shall any holder have the right to vote more voting shares in connection with the terms of this Section 4 than as equals its individual Maximum Percentage). Except as otherwise required by law, in respect of all matters concerning the voting of shares of capital stock of the Corporation, the Common Stock (and any other class or series of capital stock of the Corporation entitled to vote generally with the Common Stock) and the Series A Preferred Stock shall vote as a single class and such voting rights shall be identical in all respects. The voting rights of Series A Preferred Stock shall be exempt from reduction should the Corporation enact a reverse stock split of Common Stock at some future date.

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Section 5.    Conversion Rights.

5.1    Subject to Section 5.2 below, the holders of the shares of Series A Preferred Stock shall have the right to convert each share into 20 shares of Common Stock of the Corporation. The conversion rate of Series A Preferred Stock and Common Stock resulting from the conversion of Series A Preferred Stock shall be exempt from reduction should the Corporation enact a reverse stock split of its Comon Stock at some future date, whether before or subsequent to the conversion of such Series A Preferred Stock (provided that shares of Common Stock issued upon conversion of Series A Preferred Stock shall be subject to adjustment in the event the Corporation affects a reverse stock split of its Common Stock after such Common Stock is issued upon conversion of Series A Preferred Stock).

5.2    No conversion shall result in the issuance of more than that number of shares of Common Stock, if any, such that, upon such conversion, the aggregate beneficial ownership of the Corporation’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of such holder and all persons affiliated with such holder as described in Rule 13d-3 is more than 4.999% of the Corporation’s then outstanding Common Stock (the “Maximum Percentage”). By written notice to the Corporation, a holder may increase or decrease the Maximum Percentage to any percentage not in excess of 9.999% as specified in such written notice; provided that (A) any such increase will not be effective until the 61st day after such notice is received by the Corporation; and (B) any such increase or decrease will apply only to the requesting holder and not to any other holder. In the event any conversion would result in the issuance of shares of Common Stock to any holder in excess of the Maximum Percentage, only that number of shares of Series A Preferred Stock which when converted would not result in such Holder exceeding the Maximum Percentage shall be subject to such applicable conversion, if any, and holder shall continue to hold any remaining shares of Series A Preferred Stock, the conversion of which would result in Holder exceeding the Maximum Percentage.

5.3    The Corporation’s Transfer Agent shall be authorized to promptly disclose the total outstanding shares of Common Stock to holders from time to time at the request of the holder in order for the Holder to determine its compliance with the Maximum Percentage.

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5.4    The Corporation shall not be required to verify or investigate or confirm whether any conversion would exceed the Maximum Percentage, and instead the Corporation shall be able to rely on any notice of holder conversion as prima facie evidence of, and as a representation by, the applicable Holder, that such applicable conversion described in the notice of holder conversion would not result in a violation of the Maximum Percentage.

Section 6.     Redemption Rights. The shares of the Series A Preferred Stock shall not be subject to redemption

Section 7.    Notices. Any notice required hereby to be given to the holders of shares of the Series A Preferred Stock shall be deemed received on the fourth Business Day after being deposited in the United States mail, postage prepaid, and addressed to each holder of record at his, her or its address appearing on the books of the Corporation. A "Business Day" shall be defined as any day other than a Saturday, Sunday or Federal holiday.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Designation to be duly executed on its behalf as of June 23, 2026.

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Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the ___ day of July, 2026 by and among Nu-Med Plus, Inc., a Utah corporation (the “Company”), and the persons executing this Agreement listed on the signature page hereto under the heading “Series A Shareholders” (each, a “Series A Shareholder” and collectively, the “Series A Shareholders”).

This Agreement is made pursuant to the Share Exchange Agreement, dated as of even date herewith, between the Company and the Series A Shareholders (the “Share Exchange Agreement”).

The Company and the Series A Shareholders hereby agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Share Exchange Agreement shall have the meanings given such terms in the Share Exchange Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Agreement” means this Registration Rights Agreement, as the same may be amended, modified or supplemented in accordance with the terms hereof.

“Closing Date” shall have the meaning set forth in the Share Exchange Agreement.

“Common Stock” means the shares of common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant, or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company” has the meaning assigned to it in the introductory paragraph of this Agreement.

“Company Securities” means any securities proposed to be sold by the Company for its own account in a registered public offering.

“Effective Date” has the meaning assigned to it in Section 4(a) of this Agreement.

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

“Excluded Forms” means registration statements under the Securities Act on Forms S-4 and S-8, or any successors thereto.

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“Filing Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), the 30th calendar day after the Required Company Shareholder Vote (as defined in the Share Exchange Agreement) is received and (ii) with respect to any additional Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the date on which the Company was required to file such additional Registration Statement pursuant to the terms of this Agreement.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Initial Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.

“Person” includes any natural person, corporation, trust, association, company, partnership, joint venture, limited liability company and other entity and any government, governmental agency, instrumentality or political subdivision.

The terms “register” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement on other than any of the Excluded Forms in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

“Registrable Securities” means, with respect to each Series A Shareholder, that number of Series A Common Shares which represents no less than 40% of the Series A Common Shares issuable upon conversion of the Series A Preferred Shares issued to such Series A Shareholder pursuant to the Share Exchange Agreement.

“Registration Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a), on Form S-3 or another form in the event the Company is not eligible or Form S-3 is not available, and any additional registration statements contemplated by this Agreement, including (in each case) the prospectus, amendments and supplements to any such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

“Rule 144” is defined in Section 9 of this Agreement.

“SEC” means the Securities and Exchange Commission or any other governmental body at the time administering the Securities Act.

“SEC Guidance” means (i) any publicly-available written or oral guidance of the SEC staff, or any comments, requirements or requests of the SEC staff and (ii) the Securities Act.

“Selling Expenses” means all selling commissions, finder’s fees and stock transfer taxes applicable to the Registrable Securities registered by the Series A Shareholders and all reasonable fees and disbursements of counsel for the Series A Shareholders.

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

“Series A Common Shares” means the shares of Common Stock issuable upon conversion of the Series A Preferred Shares.

“Series A Preferred Shares” means shares of Series A Convertible Preferred Stock of the Company, as designated by the Company with the Utah Division of Corporations and Commercial Code pursuant to the amended and restated designation filed on June 29, 2026.

“Series A Shareholder” has the meaning assigned to it in the introductory paragraph of this Agreement.

“Share Exchange Agreement” has the meaning assigned to it in the introductory paragraph of this Agreement.

2. Registration.

(a) On or prior to each Filing Deadline, the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, prior to the applicable Effective Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Series A Shareholders. The Company shall immediately notify the Series A Shareholders via e-mail of the effectiveness of a Registration Statement on the same business day that the Company receives confirmation of effectiveness from the SEC. If required, the Company shall, by 9:30 a.m. (New York City time) within three business days after the Effective Date of such Registration Statement, file a final prospectus with the SEC as required by Rule 424.

(b) Notwithstanding the registration obligations set forth in Section 2(a), if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Series A Shareholders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; with respect to filing on Form S-1 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.

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(c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, including as a result of the application of Rule 415 (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the total number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:

(i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and

(iii) Second, the Company shall reduce Registrable Securities represented by the Series A Common Shares (applied, in the case that some but not all of the Series A Common Shares may be registered, to the Series A Shareholders on a pro rata basis based on the total number of Series A Common Shares held by such Series A Shareholders).

In the event of a cutback hereunder, the Company shall give the Holder at least two (2) trading days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement (the “Cut Back Shares”), as amended (the “Remainder Registration Statement”). From and after such date as the Company is able to effect the registration of the resale of such Cut Back Shares in accordance with any Commission restrictions applicable to such Cut Back Shares (the “Restriction Termination Date”), all of the provisions of this Section 2(c) (including the Company’s obligations with respect to the filing of a Registration Statement and its obligations to use commercially reasonable efforts to have such Registration Statement declared effective within the time periods set forth herein) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Date for such Cut Back Shares shall be ten (10) business days after such Restriction Termination Date, and (ii) the date by which the Company is required to obtain effectiveness with respect to such Cut Back Shares shall be the 30th calendar day immediately after the Restriction Termination Date (or the 60th calendar day if the Commission reviews and provides written comments on such Remainder Registration Statement).

(d) [Intentionally removed].

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(e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Series A Shareholder or affiliate of a Series A Shareholder as any underwriter without the prior written consent of such Series A Shareholder.

(f) In no event shall any Holder be identified as a statutory underwriter in any Registration Statement (including a Remainder Registration Statement); provided, that if the Commission requires that a Holder be identified as a statutory underwriter in a Registration Statement, such Holder will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from such Registration Statement upon its prompt written request to the Company or (ii) be included as such in the Registration Statement.

(g) (i) Not less than three (3) business days prior to the filing of each Registration Statement and not less than one (1) business day prior to the filing of any related prospectus or any amendment or supplement thereto, the Company shall (i) furnish to each Series A Shareholder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Series A Shareholders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Series A Shareholder, to conduct a reasonable investigation within the meaning of the Securities Act.

3. Piggyback Registration.

(a) Until after eighteen months of the date of this Agreement, each time the Company proposes for any reason to register any shares of its Common Stock under the Securities Act in connection with the proposed offer and sale of shares of its Common Stock for money, either for its own account or on behalf of any other security holder (a “Proposed Registration”), other than pursuant to a registration statement on Excluded Forms, the Company shall promptly give written notice of such Proposed Registration to the Series A Shareholders who continue to hold Registrable Securities and shall offer the Series A Shareholders the right to request inclusion of its Registrable Securities in the Proposed Registration.

(b) The Series A Shareholders shall have 2 business days from the receipt of such notice to deliver to the Company a written request specifying the number of Registrable Securities such Series A Shareholder intends to sell in the Proposed Registration and the Series A Shareholder’s intended method of disposition.

(c) In the event that the Proposed Registration by the Company is, in whole or in part, an underwritten public offering, the Company shall so advise the Series A Shareholders as part of the written notice given pursuant to Section 3(a), and any request under Section 3(b) must specify that the Series A Shareholder’s Registrable Securities be included in the underwriting on the same terms and conditions as the Common Stock, if any, otherwise being sold through underwriters under such registration.

(d) Upon receipt of a written request pursuant to Section 3(b), the Company shall promptly use commercially reasonable efforts to cause all such Registrable Securities held by the Series A Shareholders to be registered under the Securities Act (and included in any related qualifications under blue sky laws or other compliance), to the extent required to permit sale or disposition as set forth in the Proposed Registration.

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(e) In the event that the offering is to be an underwritten offering, if any Series A Shareholder proposes to distribute its Registrable Securities through such underwritten offering, then the Series A Shareholder agrees to enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company.

4. Obligations of the Company. If and whenever the Company is required by the provisions hereof to effect or cause the registration of any Registrable Securities under the Securities Act as provided herein, the Company shall:

(a) use commercially reasonable efforts to prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective within 60 days from the Filing Deadline with respect to a registration statement filed pursuant to Section 2 (or 90 days from the Filing Deadline if the SEC reviews the registration statement), or 60 days from the date the Series A Shareholder exercises its rights under Section 3 (or 90 days from the date the Series A Shareholder exercises such rights if the SEC reviews the registration statement) (the “Effective Date”) and to remain effective;

(b) use commercially reasonable efforts to prepare and file with the SEC such amendments to such registration statement (including post-effective amendments) and supplements to the prospectus included therein as may be necessary to keep such registration statement effective, subject to the qualifications in Section 5(a), and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Series A Shareholders set forth in such registration statement;

(c) furnish to the Series A Shareholders such number of copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and such other documents, as each Series A Shareholder may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities owned by the Series A Shareholders;

(d) use all commercially reasonable efforts to make such filings under the securities or blue sky laws to enable the Series A Shareholders to consummate the sales in such jurisdictions of the Registrable Securities owned by the Series A Shareholders;

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(e) notify the Series A Shareholders at any time when a prospectus relating to their Registrable Securities is required to be delivered under the Securities Act, of the Company becoming aware that the prospectus included in the related registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare and furnish to the Series A Shareholders a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(f) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC;

(g) to use commercially reasonable efforts to cause Registrable Securities to be quoted on each trading market and/or in each quotation service on which the Common Stock of the Company is then quoted; and

(h) notify the Series A Shareholders of any stop order threatened or issued by the SEC and take all actions reasonably necessary to prevent the entry of such stop order or to remove it if entered.

5. Other Procedures.

(a) Subject to the remaining provisions of this Section 5(a) and the Company’s general obligation to use commercially reasonable efforts under Section 4, the Company shall be required to maintain the effectiveness of a registration statement until the earlier of (i) the sale of all Registrable Securities, or (ii) three years from the Effective Date. The Company shall have no liability to the Series A Shareholders for delays in the Series A Shareholders’ being able to sell the Registrable Securities (i) as long as the Company uses commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the SEC.

(b) In consideration of the Company’s obligations under this Agreement, each Series A Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e) herein or notice by the Company of any stop order issued by the SEC on the Registration Statement, such Series A Shareholder shall forthwith discontinue its sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Series A Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 4(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Series A Shareholder’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

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(c) The Company’s obligation to include a Series A Shareholder’s Registrable Securities in any registration statement or amendment including a post-effective amendment, shall be subject to such Series A Shareholder furnishing to the Company in writing such information and documents regarding such Series A Shareholder and the distribution of such Series A Shareholder’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 4(d) herein. The Company’s obligations are also subject to the Series A Shareholder promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If the Series A Shareholder fails to provide all of the information required by this Section 5(c), the Company shall have no obligation to include his Registrable Securities in a registration statement or it may withdraw such Series A Shareholder’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to such Series A Shareholders.

(d) If any such registration or comparable statement refers to a Series A Shareholder by name or otherwise as a stockholder of the Company, but such reference to the Series A Shareholder by name or otherwise is not required by the Securities Act, the rules thereunder or the written policy of the SEC Staff, then the Series A Shareholder shall have the right to request the deletion of the reference to the Series A Shareholder, as may be applicable.

(e) [Intentionally removed].

(f) Each Series A Shareholder shall sell all Registrable Securities sold pursuant to the Registration Statement in compliance with all prospectus delivery requirements and in compliance with the plan of distribution set forth in such Registration Statement.

(g) Each Series A Shareholder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each Registration Statement any amendment thereto unless the Series A Shareholder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

(h) Registrable Securities will cease to be Registrable Securities and cease to have the rights accorded to such Registrable Securities under this Agreement upon the earliest to occur of the following events: (a) such shares shall have been sold pursuant to an effective Registration Statement under the Securities Act; or (b) such Registrable Securities shall have been sold pursuant to a transaction under Rule 144.

6. Registration Expenses. In connection with any registration of Registrable Securities pursuant to Sections 2 and 3, the Company shall, whether or not any such registration shall become effective, from time to time, pay all expenses (other than Selling Expenses) incident to its performance of or compliance, including, without limitation, all registration, and filing fees, fees and expenses of compliance with securities or blue sky laws, word processing, printing and copying expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company and all independent public accountants and other Persons retained by the Company.

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7. Certain Limitations on Registration Rights. If, at any time prior to the effectiveness of any registration statement filed pursuant to this Agreement, if the Company determines to file a registration statement with the SEC for the public sale of its securities and the managing underwriter of such offering offers to purchase the Registrable Securities for its own account at the same price including underwriting discounts and applicable expenses as paid to the Company, the Series A Shareholder shall either (i) elect to include its Registrable Securities being registered pursuant to this Agreement in the registration statement covering the sale of the Company’s securities, or (ii) immediately cease its public sales for a period of 90 days following the effective date of the registration statement covering the sale by the Company. Additionally, no Series A Shareholder may participate in the registration statement relating to the sale by the Company of its Common Stock as provided above unless such Series A Shareholder enters into an underwriting agreement with the managing underwriter and completes and/or executes all questionnaires, indemnities and other reasonable documents requested by the managing underwriter. A Series A Shareholder shall be deemed to have agreed by acquisition of its Registrable Securities not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities and to use its best efforts not to effect any such public sale or distribution of any other equity security of the Company (including any short sale) or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) within 10 days before or 90 days after the effective date of such registration statement. In such event, the Series A Shareholder shall, if requested, sign a customary market stand-off letter with the Company’s managing underwriter, and to comply with applicable rules and regulations of the SEC.

Notwithstanding any other provision of this Agreement to the contrary, if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular registration statement, then the number of Registrable Securities to be registered on such registration statement will be reduced pro rata among the participating Series A Shareholders based on their respective Registrable Securities as necessary to comply with such SEC Guidance or other requirement.

8. Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 7 for the Company’s account, if the Company’s managing underwriter shall advise the Company and the Series A Shareholders in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the Series A Shareholders and securities offered by other holders, and (b) the Company’s securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities offered by the Series A Shareholders and securities offered by other holders shall be included in such registration to the extent permitted by the Company’s managing underwriter with the number of Registrable Securities and such other securities being registered determined on a pro-rata basis based on the number of Registrable Securities and securities the participating holders including the Series A Shareholders desire to have registered; provided, however, that, if the Series A Shareholders would be required pursuant to the provisions of this Section 8 to reduce the number of Registrable Securities that they may include in such registration, the Series A Shareholders may withdraw all or any portion of their Registrable Securities from such registration and may resume selling shares under the registration statement (assuming it is effective) referred to in Section 3 after any previously agreed upon lock-up period.

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9. Rule 144. For one year from the date of this Agreement, the Company covenants that it will file the reports required to be filed under the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, in the event that the Company is not required to file such reports, it will make publicly available information as set forth in Rule 144(c)(2) promulgated under the Securities Act), and it will take such further action as the Series A Shareholders may reasonably request, or to the extent required from time to time to enable the Series A Shareholders to sell their Registrable Securities without registration under the Securities Act within the limitation of the exemption provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC (collectively, “Rule 144”). Upon request of any Series A Shareholder, the Company will deliver to such Series A Shareholder a written statement as to whether it has complied with such requirements.

10. Severability. In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted.

11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

12. Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns.

13. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Share Exchange Agreement.

14. Attorneys’ Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding relating to this Agreement is filed, the prevailing party shall be entitled to an award by the court of reasonable attorneys’ fees, costs and expenses.

15. Oral Evidence. This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge or termination is sought.

16. Additional Documents. The parties hereto shall execute such additional instruments as may be reasonably required by their counsel in order to carry out the purpose and intent of this Agreement and to fulfill the obligations of the parties hereunder.

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17. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Share Exchange Agreement.

18. Section or Paragraph Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.

19. Force Majeure. The Company shall be excused from any delay in performance or for non-performance of any of the terms and conditions of this Agreement caused by any circumstances beyond its control, including, but not limited to, any Act of God, fire, flood, or government regulation, direction or request, or accident, interruption of telecommunications facilities, pandemic, labor dispute, unavoidable breakdown, civil unrest or disruption to the extent that any such circumstances affect the Company’s ability to perform its obligations under this Agreement or the ability of the SEC to perform its responsibilities under the Securities Act.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed personally or by a duly authorized representative thereof as of the day and year first above written.

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Exhibit 10.5

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “Agreement”) is made this 1st day of July 2026, by and between Nu-Med Plus, Inc., a Utah corporation (the “Company”), and Keith Merrell, an individual (the “Consultant”) (each of the Company, Consultant, and CFO are referred to herein as a “Party”, and collectively referred to herein as the “Parties”).

WITNESSETH:

WHEREAS, the Company desires to obtain the services of Consultant, and Consultant desires to provide consulting services to the Company upon the terms and conditions hereinafter set forth.

WHEREAS, the Consultant will direct the CFO to provide the services of Chief Financial Officer to the Company throughout the term in order to fulfil its obligations hereunder.

NOW, THEREFORE, in consideration of the premises, the agreements herein contained and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as of the Effective Date as follows:

CERTAIN TERMS USED BELOW ARE DEFINED IN ARTICLE VII.

ARTICLE I.
ENGAGEMENT; TERM; SERVICES

1.1.          Services. Pursuant to the terms and conditions hereinafter set forth, the Company hereby engages Consultant who will direct the services of CFO as Chief Financial Officer and a member of the Board of Directors (the “Board”), and Consultant hereby accepts such engagement. As such, CFO shall have the responsibilities, duties and authority reasonably expected of a Chief Financial Officer and Board member, and as may be further defined by, or amended by, the Board from time to time (collectively the “Services”) (collectively, the “Services”). All parties understand that CFO has other business interests and will initially devote at least 16 hours per week to the Services. Consultant and CFO shall faithfully adhere to, execute, and fulfill their responsibilities, duties and authorities, and shall comply with all Board directives and policies established or adopted by the Company. Consultant and CFO represent and warrant that Consultant and CFO have no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, Consultant’s and CFO’s obligations to the Company under this Agreement, or Consultant’s and CFO’s ability to perform the Services. Consultant and CFO will not enter into any such conflicting agreement during the term of this Agreement.

1.2.          Term. Consultant shall begin providing Services hereunder on July 1, 2026 (the “Effective Date”), and this Agreement shall remain in effect until the earlier of (a) twenty-four months, or (b) terminated as provided in ARTICLE IV, below (the “Term”).

1.3.          Allocation of Time and Energies. The Consultant and CFO hereby promise to perform and discharge faithfully the Services which may be requested from the Consultant and CFO from time to time by the Company and duly authorized representatives of the Company. The Consultant and CFO shall provide the Services required hereunder in a diligent and professional manner.

1.4.          Compliance with Applicable Laws. All services provided by the Consultant and CFO hereunder shall be in full compliance with all applicable laws and regulations.

ARTICLE II.
CONSIDERATION; EXPENSES; INDEPENDENT CONTRACTOR; TAXES

2.1.          Consideration. During the Term of this Agreement, for all Services rendered by Consultant hereunder and all covenants and conditions undertaken by the Parties pursuant to this Agreement, the Company shall pay, and Consultant shall accept, as compensation:

2.1.1           $5,000 per month during the Term in cash, payable monthly in arrears, with such amount accruing until the Company raises an aggregate of $1,000,000 in cash following the Effective Date, and payable in cash within 10 days thereafter (the “Consulting Fee”).

2.2.          Expenses. The Company agrees to reimburse Consultant for its reasonable, documented out-of-pocket expenses associated with the Services (the “Expenses”), subject to the Company’s normal and usual reimbursement policies of its employees and consultants, provided that the Consultant shall receive written authorization of any one-time Expense greater than $100.

2.3.          Independent Contractor. It is the express intention of the Company and Consultant that Consultant perform the Services as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent or employee of the Company. Without limiting the generality of the foregoing, Consultant is not authorized to bind the Company to any liability or obligation or to represent that Consultant has any such authority in connection with the Services. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement. Consultant agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income. The Company and Consultant agree that Consultant will receive no Company-sponsored benefits from the Company pursuant to this Agreement.

2.4.          Taxes. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Consultant under the terms of this Agreement. Consultant agrees and understands that it is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Consultant agrees to indemnify and hold harmless the Company and its affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising from or in connection with (i) any obligation imposed on the Company to pay withholding taxes or similar items, or (ii) any determination by a court or agency that the Consultant is not an independent contractor pursuant to this Agreement.

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ARTICLE III.
INDEMNIFICATION

3.1.          The Company agrees to indemnify Consultant and CFO and hold Consultant and CFO harmless from and against any and all losses, claims, damages, liabilities and costs (and all actions in respect thereof and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs of investigating, preparing or defending any such action or claim, whether or not in connection with litigation in which Consultant is a party, as and when incurred, directly or indirectly caused by, relating to, based upon or arising out of any work performed by Consultant and CFO in connection with this Agreement to the full extent permitted by the Utah law, and by the Articles of Incorporation and Bylaws of the Company, as may be amended from time to time, and pursuant to any indemnification agreement between Consultant and CFO and the Company.

3.2.          The indemnification provision of this ARTICLE III shall be in addition to any liability which the Company may otherwise have to Consultant and CFO.

3.3.          If any action, proceeding or investigation is commenced as to which Consultant and CFO propose to demand such indemnification, Consultant and CFO shall notify the Company with reasonable promptness. Consultant and CFO shall have the right to retain counsel of Consultant’s and CFO’s own choice to represent Consultant and CFO and the Company shall pay all reasonable fees and expenses of such counsel; and such counsel shall, to the fullest extent consistent with such counsel’s professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against Consultant and CFO made with the Company’s written consent, which consent shall not be unreasonably withheld or delayed, to the fullest extent permitted by Utah law, and by the Articles of Incorporation and Bylaws of the Company, as may be amended from time to time.

ARTICLE IV.
TERMINATION

4.1.          Termination. This obligations under this Agreement shall begin on the Effective Date and continue to bind the Parties until the earlier of (a) the end of the Term; (b) the termination of this Agreement by either the Company or the Consultant for Cause (as defined below); and (c) the date this Agreement is mutually terminated by the Parties.

4.2.          Termination for Cause.

4.2.1           The Company may immediately terminate this Agreement for Cause upon written notice of termination to Consultant, with the particular Cause being specified in such notice. With respect to a termination by the Company, “Cause” means any of the following in the Company’s reasonable judgment: (i) Consultant’s or CFO’s act or acts amounting to gross negligence or willful misconduct to the detriment of the Company; (ii) Consultant’s or CFO’s fraud or embezzlement of funds or property, or misappropriation involving the Company’s assets, business, customers, suppliers, or employees; (iii) Consultant’s or CFO’s failure to observe or perform any covenant, condition or provision of this Agreement; (iv) Consultant’s or CFO’s failure to comply with any of the Company’s written policies and procedures, including, but not limited to, the Company’s Corporate Code of Ethics and Insider Trading Policy; or (v) Consultant’s or CFO’s conviction of, or plea of guilty or nolo contendere to a felony. Notwithstanding the foregoing, with respect to a termination for Cause pursuant to clauses (iii) or (iv) above, the Company shall provide Consultant and CFO with written notice specifying in reasonable detail the alleged default, and Consultant and CFO shall have ten (10) days after receipt of such notice to cure such default, to the extent such default is capable of being cured. If Consultant and CFO fail to cure such default within such ten (10)-day period, the Company may terminate this Agreement for Cause immediately upon written notice to Consultant and CFO.

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4.2.2           Consultant and CFO may immediately terminate this agreement for Cause upon written notice of termination to the Company. With respect to a termination by Consultant and CFO, “Cause” means any of the following in Consultant’s and CFO’s reasonable judgment: (a) any act or omission by the Company that constitutes a material breach of this Agreement, or (b) any request by the Company to act, attest, certify, or otherwise perform any function in violation of any local, state, or federal statute or regulation, or any other recognized rules related to his performance hereunder, and remains uncured ten (10) days after Consultant and CFO provide written notice of the alleged breach or request to the Company’s Chief Executive Officer or President.

4.3.         Rights Upon Termination. Upon termination of the Term, the Consultant shall be paid any and all Consulting Fees accrued and due through the Termination Date, assuming that the Company has raised an aggregate of $1,000,000 following the Effective Date, which shall represent the sole compensation and fees due to Consultant. The Consultant shall also continue to comply with the terms of ARTICLE V hereof following the Termination Date.

ARTICLE V.
CONFIDENTIAL/TRADE SECRET INFORMATION

AND RESTRICTIVE COVENANTS; NON-COMPETE

5.1.          Confidential/Trade Secret Information. During the course of Consultant’s Services, Consultant and CFO will have access to Confidential/Trade Secret Information of the Company and information developed for the Company.

5.2.          Non-Compete. For $10 and in exchange for Consultant’s and CFO’s access to Confidential/Trade Secret Information and other good and valuable consideration which Consultant and CFO acknowledge the receipt and sufficiency of, Consultant and CFO agree to comply with the terms and conditions of this ARTICLE V. For so long as Consultant and CFO are providing Services hereunder, and for the twelve months following the Termination Date, Consultant and CFO (whether by himself, through his employers or employees or agents or otherwise, and whether on his own behalf or on behalf of any other Person) shall not, directly or indirectly, either as an employee, employer, consultant, agent, investor, principal, partner, stockholder (except as the holder of less than 1% of the issued and outstanding stock of a publicly held corporation), own, manage, operate, control, be employed by, act as an officer, director, agent or consultant for, or be in any other way connected with or provide services or products to or for, any Person in the business of manufacturing, selling, creating, renting, distributing, marketing, producing, undertaking, developing, supplying, or otherwise dealing with or in Restricted Activities in the Restricted Area.

5.3.          Non-Solicitation During the Term. During the Term and for twelve months after the Termination Date, Consultant and CFO shall not: (a) interfere with the Company’s business relationship with its customers or suppliers, (b) solicit, directly or indirectly, or otherwise encourage any of the Company’s customers or suppliers to terminate their business relationship with the Company, or (c) solicit, directly or indirectly, or otherwise encourage any employees of the Company to leave the employ of the Company, or solicit any of the Company’s employees for employment outside the Company.

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5.4.          Restriction on Use of Confidential/Trade Secret Information. Consultant and CFO agree that their use of Confidential/Trade Secret Information is subject to the following restrictions for an indefinite period of time so long as the Confidential/Trade Secret Information does not become generally known to the public:

(i)          Non-Disclosure. Consultant and CFO agree that they will not publish or disclose, or allow to be published or disclosed, Confidential/Trade Secret Information to any person without the prior written authorization of the Company unless pursuant to or in connection with Consultant’s or CFO’s job duties to the Company under this Agreement or as otherwise allowed pursuant to the terms of this Agreement; and

(ii)          Surrender. Consultant and CFO agree that they shall surrender to the Company and/or destroy all documents and materials in their possession or control which contain Confidential/Trade Secret Information and which are the property of the Company upon the termination of his Services with the Company, and that he shall not thereafter retain any copies of any such materials except as needed in any legal action to enforce the terms of this Agreement.

5.5.          Company Property. Upon termination of this Agreement, or on demand by the Company during the Term of this Agreement, Consultant and CFO will immediately deliver to the Company, and will not keep in their possession, recreate or deliver to anyone else, any and all Company property, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, photographs, charts, all documents and property, and reproductions of any of the aforementioned items that were developed by Consultant or CFO pursuant to the terms of this Agreement, obtained by Consultant or CFO in connection with the provision of the Services, or otherwise belonging to the Company or its successors or assigns.

5.6.          Prohibition Against Unfair Competition/Non-Solicitation of Customers. Consultant and CFO agree that at no time after the Termination Date will they engage in competition with the Company while making any use of the Confidential/Trade Secret Information, or otherwise exploit or make use of the Confidential/Trade Secret Information. Consultant and CFO agree that during the twelve-month period following the Termination Date, they will not, for any customer of the Company with whom Consultant or CFO worked or otherwise had access to the Confidential/Trade Secret Information pertaining to the Company’s business with such customer during the last year of Consultant’s and CFO’s services with the Company. 

5.7.          Non-Solicitation of Employees. Consultant and CFO agree that during the twelve-month period following the Termination Date, they shall not, directly or indirectly, solicit or otherwise encourage any employees of the Company to leave the employ of the Company, or solicit, directly or indirectly, any of the Company’s employees for employment.

5.8.          Third Party Information. Consultant and CFO acknowledge that the Company may have received and in the future may receive from third parties associated with the Company (including, but not limited to, the Company’s customers, suppliers, licensors, licensees, partners, or collaborators (“Associated Third Parties”)) confidential or proprietary information (“Associated Third Party Confidential Information”). By way of example, Associated Third Party Confidential Information may include the habits or practices, technology, or requirements of Associated Third Parties, or other information related to the business conducted between the Company and Associated Third Parties. Consultant and CFO agree that Associated Third Party Confidential Information is Confidential/Trade Secret Information, and at all times during the Term of this Agreement and thereafter, Consultant and CFO agree to hold in the strictest confidence, and not to use or to disclose to any Person any Associated Third-Party Confidential Information, except as necessary in carrying out his work for the Company consistent with the Company’s agreement with such Associated Third Parties.

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5.9.          Reasonable Restrictions. The Parties acknowledge that the foregoing restrictions, as well as the duration and the territorial scope thereof as set forth in this ARTICLE V are under all of the circumstances reasonable and necessary for the protection of the Company and its business and are (i) reasonable given Consultant’s and CFO’s role with the Company, and are necessary to protect the interests of the Company and (ii) completely severable and independent agreements supported by good and valuable consideration and, as such, shall survive the termination of this Agreement for any reason whatsoever.

5.10.         Specific Performance. Consultant and CFO acknowledge and agree that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this ARTICLE V would be inadequate and, in recognition of this fact, Consultant and CFO agree that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Consultant and CFO further agree that the restricted period set forth in this ARTICLE V shall be tolled, and shall not run, during the period of any breach by Consultant or CFO of any of the covenants contained this ARTICLE V. Finally, no other violation of law attributed to the Company, or change in the nature or scope of Consultant’s or CFO’s services or other relationship with the Company, shall operate to excuse Consultant and CFO from the performance of their obligations under this ARTICLE V. The remedies under this Agreement are without prejudice to the Company’s right to seek any other remedy to which it may be entitled at law or in equity.

5.11.         Response to Legal Process; Allowable Disclosures. Notwithstanding any other term of this Agreement (including this ARTICLE V), including any exhibit hereto, (a) the Consultant and CFO may respond to a lawful and valid subpoena or other legal process relating to the Company or its business or operations; provided that the Consultant and CFO shall: (i) give the Company the earliest possible notice thereof; (ii) as far in advance of the return date as possible, at the Company’s sole cost and expense, make available to the Company and its counsel the documents and other information sought; and (iii) at the Company’s sole cost and expense, assist such counsel in resisting or otherwise responding to such process, and (b) the Consultant’s and CFO’s reporting of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act, or any other whistleblower protection provisions of state or federal law or regulation shall not violate or constitute a breach of this Agreement. Nothing contained in this Agreement (or any exhibit hereto) shall be construed to prevent the Consultant or CFO from reporting any act or failure to act to the Securities and Exchange Commission or other governmental body or prevent the Consultant or CFO from obtaining a fee as a “whistleblower” under Rule 21F-17(a) under the Exchange Act or other rules or regulations implemented under the Dodd-Frank Wall Street Reform Act and Consumer Protection Act.

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ARTICLE VI.

MUTUAL REPRESENTATIONS, COVENANTS AND

WARRANTIES OF THE PARTIES; LIMITATION OF LIABILITY

6.1.          Power and Authority. The Parties have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The Parties have duly and validly executed and delivered this Agreement and will, on or prior to the consummation of the transactions contemplated herein, execute, such other documents as may be required hereunder and, assuming the due authorization, execution and delivery of this Agreement by the Parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Parties enforceable against each Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Parties rights generally and general equitable principles.

6.2.          Execution and Delivery. The execution and delivery by the Parties of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach or violation of any provision contained in the Certificate of Incorporation or Bylaws, or such other document(s) regarding organization and/or management of the Parties, if applicable; or (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which the Parties are bound or affected.

6.3.          Authority of Entities. Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

6.4.          Limitation of Liability. In no event will either Party be liable to the other Party for any claim or cause of action requesting or claiming any incidental, consequential, special, indirect, statutory, punitive or reliance damages. Any claim or cause of action requesting or claiming such damages is specifically waived and barred, whether such damages were foreseeable or not or a Party was notified in advance of the possibility of such damages. Damages prohibited under this Agreement will include, without limitation, damage or loss of property or equipment, loss of profits, revenues or savings, cost of capital, cost of replacement services, opportunity costs and cover damages.

ARTICLE VII.
DEFINITIONS

7.1.          Definitions. Unless otherwise required by the context in which a defined term appears, or otherwise set forth, the following terms shall have the meanings specified in this ARTICLE VII.

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7.1.1           “Confidential/Trade Secret Information” is information that is not generally known to the public and, as a result, is of economic benefit to the Company in the conduct of its business, and the business of the Company’s subsidiaries, which includes, but is not limited to, all proprietary information developed or obtained by the Company, including its affiliates, and predecessors, and comprising the following items, whether or not such items have been reduced to tangible form (e.g., physical writing, computer hard drive, disk, tape, e-mail, etc.): all methods, techniques, processes, ideas, research and development, product designs, engineering designs, plans, models, production plans, business plans, add-on features, trade names, service marks, slogans, forms, pricing structures, business forms, marketing programs and plans, layouts and designs, financial structures, operational methods and tactics, cost information, the identity of and/or contractual arrangements with customers, partners, suppliers and/or vendors, accounting procedures, and any document, record or other information of the Company relating to the above. Confidential/Trade Secret Information includes not only information directly belonging to the Company which existed before the date of this Agreement, but also information developed by Consultant for the Company, including its Subsidiaries, affiliates and predecessors, during the Term. Confidential/Trade Secret Information does not include any information which (a) was in the lawful and unrestricted possession of Consultant or CFO prior to its disclosure to Consultant or CFO by the Company, its subsidiaries, affiliates or predecessors, (b) is or becomes generally available to the public by lawful acts other than those of Consultant and CFO after receiving it, or (c) has been received lawfully and in good faith by Consultant and CFO from a third party who is not and has never been an executive of the Company, its subsidiaries, affiliates or predecessors, and who did not derive it from the Company, its subsidiaries, affiliates or predecessors.

7.1.2           “Person” (when capitalized) means any individual, corporation, partnership, joint venture, limited liability company, trust, unincorporated organization or governmental entity.

7.1.3           “Restricted Area” means Canada and the United States.

7.1.4           “Restricted Activities” means the exploration, development or production of gold mineral properties that competes with the Company’s business with respect to properties or projects in which the Company is actively engaged or pursuing during the Term, within the Restricted Area.

7.1.5           “Subsidiary” or “Subsidiaries” means any or all Persons of which the Company owns directly or indirectly through another Person, a nominee arrangement or otherwise (a) at least a 20% of the outstanding capital stock (or other shares of beneficial interest) entitled to vote generally or otherwise have the power to elect a majority of the board of directors or similar governing body or the legal power to direct the business or policies of such Person or (b) at least 20% of the economic interests of such Person.

7.1.6           “Termination Date” shall mean the date on which this Agreement is validly terminated as provided herein.

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ARTICLE VIII.
MISCELLANEOUS

8.1.          Notices. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be delivered (i) by personal delivery, or (ii) by national overnight courier service, or (iii) by certified or registered mail, return receipt requested, or (iv) via facsimile transmission, with confirmed receipt or (v) via email. Notice shall be effective upon receipt except for notice via fax (as discussed above) or email, which shall be effective only when the recipient, by return or reply email or notice delivered by other method provided for in this Section 8.1, acknowledges having received that email (with an automatic “read receipt” or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section 8.1, or which such recipient ‘replies’ to such prior email). Such notices shall be sent to the applicable party or parties at the address specified below:

8.2.          Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, heirs, successors and assigns. Consultant and CFO may not assign any of their rights or obligations under this Agreement. The Company may assign its rights and obligations under this Agreement to any successor entity.

8.3.          Severability. If any provision of this Agreement, or portion thereof, shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall attach only to such provision or portion thereof, and shall not in any manner affect or render invalid or unenforceable any other provision of this Agreement or portion thereof, and this Agreement shall be carried out as if any such invalid or unenforceable provision or portion thereof were not contained herein. In addition, any such invalid or unenforceable provision or portion thereof shall be deemed, without further action on the part of the Parties hereto, modified, amended or limited to the extent necessary to render the same valid and enforceable.

8.4.          Waiver. No waiver by a Party of a breach or default hereunder by the other Party shall be considered valid, unless expressed in a writing signed by such first Party, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or any other nature.

8.5.          Entire Agreement. This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior agreements between the Company and Consultant and CFO, whether written or oral, relating to any or all matters covered by and contained or otherwise dealt with in this Agreement. This Agreement does not constitute a commitment of the Company with regard to Consultant’s and CFO’s engagement, express or implied, other than to the extent expressly provided for herein.

8.6.          Amendment. No modification, change or amendment of this Agreement or any of its provisions shall be valid, unless in a writing signed by the Parties.

8.7.          Captions. The captions, headings and titles of the sections of this Agreement are inserted merely for convenience and ease of reference and shall not affect or modify the meaning of any of the terms, covenants or conditions of this Agreement.

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8.8.          Governing Law. This Agreement, and all of the rights and obligations of the Parties in connection with the relationship established hereby, shall be governed by and construed in accordance with the substantive laws of the State of Utah without giving effect to principles relating to conflicts of law.

8.9.          Survival. The termination of Consultant’s and CFO’s engagement with the Company pursuant to the provisions of this Agreement shall not affect Consultant’s and CFO’s obligations to the Company hereunder which by the nature thereof are intended to survive any such termination, including, without limitation, Consultant’s and CFO’s obligations under ARTICLE V and the Company’s obligations under ARTICLE III of this Agreement.

8.10.         No Presumption from Drafting. This Agreement has been negotiated at arm’s-length between persons knowledgeable in the matters set forth within this Agreement. Accordingly, given that all Parties have had the opportunity to draft, review and/or edit the language of this Agreement, no presumption for or against any Party arising out of drafting all or any part of this Agreement will be applied in any action relating to, connected with or involving this Agreement. In particular, any rule of law, legal decisions, or common law principles of similar effect that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to affect the intentions of the Parties.

8.11.         Review and Construction of Documents. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.

8.12.         Interpretation. When used in this Agreement, unless a contrary intention appears: (i) a term has the meaning assigned to it; (ii) “or” is not exclusive; (iii) “including” means including without limitation; (iv) words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires; (v) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vi) the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision hereof; (vii) references contained herein to Article, Section, Schedule and Exhibit, as applicable, are references to Articles, Sections, Schedules and Exhibits in this Agreement unless otherwise specified; and (viii) references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form, including, but not limited to email.

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8.13.         Electronic Signatures and Counterparts. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written, to be effective as of the Effective Date.

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