Up to $2.0 million

Upon the funding of any tranche, GNQ will issue each funding Investor a convertible promissory note with the face amount equal to the amount funded by such investor (the “Funded Amount”) in the tranche (each, a “Note”).  The Notes will be in the form appended to the BCA at Exhibit N.

The Notes will be senior in priority to all other indebtedness of GNQ, except for any amounts financed by PIPE Investors, which shall have priority over the Notes.

Interest shall accrue on the outstanding principal balance at a rate of 10% per annum, calculated on the basis of a 360-day year and the actual number of days elapsed.

At any time and from time to time until the Maturity Date, the holders may elect to convert the principal amount outstanding under the Notes, together with any accrued and unpaid interest owing thereon up to, but excluding, the date of conversion (the “Conversion Amount”), into that number of Company Common Shares as is equal to the quotient of (a) the Conversion Amount as of the date immediately prior to conversion, divided by (b) a price per Company Common Share equal to 80% of the deemed price per Company Common Share as adjusted pursuant to the Company Exchange Ratio (the “Conversion Price”). 

Six months from the date of issuance.

The principal amount of the Notes may be prepaid in whole, or in amounts of $100,000 and integral multiples thereof, at the election of GNQ upon the completion of a qualified financing by GNQ (defined as an equity financing of at least $5.0 million in gross proceeds). GNQ shall provide the holders with at least ten (10) days’ prior written notice of any prepayment (a “Prepayment Notice”), during which time the holders may elect to exercise their conversion rights under the Notes with respect to the principal amount to be prepaid. Any prepayment shall include (i) the outstanding principal amount being prepaid, (ii) all accrued and unpaid interest through the prepayment date, and (iii) a make-whole amount equal to all interest that would have accrued on the principal amount being prepaid from the prepayment date through the maturity date.

Each Note shall be accompanied by a common share purchase warrant to purchase Company Common Shares, with the number of Company Common Shares determined by dividing (a) 100% of the Funded Amount by (b) an assumed value for a Company Common Share to be agreed upon by the Parties based on a discount to the $10.00 reference value of a share of SPAC Class A Common Stock in the BCA (each, a “Warrant”). The Warrants shall be exercisable for a period of five (5) years from the date of issuance, provided that, in the event that the Arrangement is effected in advance of such expiry date, immediately prior to the effective time of the Arrangement, the holders may elect to exercise the Warrants into Company Common Shares on a cashless basis immediately prior to the Arrangement Effective Time.

The exercise price under the Warrants will be equal to the Conversion Price.

The Warrants will be in the form attached hereto as Schedule “B” and will feature customary cash and cashless exercise provisions and anti-dilution protections.

Concurrently with the execution and delivery of the BCA, GNQ has provided IBAC with a copy of the fully executed definitive agreement with RegenaLife™ (or one of its affiliates) (the “RegenaLife Agreement”), and the Investors are funding $250,000 in immediately available funds to GNQ in accordance with the wire instructions attached as Schedule “A” hereto. 

Following GNQ’s entry into a definitive Joint Initiative Agreement with International Business Machines Corporation (or one of its affiliates) (the “IBM Agreement”) and following GNQ’s delivery to IBAC of a copy of the fully executed IBM Agreement, Investors will fund $500,000 in immediately available funds to GNQ in accordance with the wire instructions attached as Schedule “A”.

The Investors at their discretion may fund additional tranches from time to time prior to the Closing Date.

On all investments funded from Introduced Investors other than the Initial Tranche, GNQ will pay a placement agent fee detailed in a separate Placement Agent Agreement between GNQ and I-Bankers Securities.