AMENDED AND RESTATED CORRECTIVE AMENDMENT NO. 1 TO INTELLECTUAL PROPERTY LICENSE WARRANT CONSIDERATION SETTLEMENT, AMENDMENT AND COMMON STOCK SETTLEMENT WARRANT AGREEMENT AND THE SETTLEMENT WARRANT
Exhibit 10.31
AMENDED AND RESTATED CORRECTIVE AMENDMENT NO. 1
TO
INTELLECTUAL PROPERTY LICENSE WARRANT CONSIDERATION SETTLEMENT,
AMENDMENT AND COMMON STOCK SETTLEMENT WARRANT AGREEMENT
AND THE SETTLEMENT WARRANT
This Amended and Restated Corrective Amendment No. 1 (this “Amendment”) is entered into as of August 12, 2026 (the “Amendment Date”), and is effective solely with respect to the corrections and conforming clarifications set forth herein as of May 12, 2026, by and between Qombat Ltd, as licensor and holder (“Qombat” or “Holder”), and EigenQ Inc., a Delaware corporation (the “Company”).
WHEREAS, Qombat and the Company are parties to that certain Intellectual Property License Warrant Consideration Settlement, Amendment and Common Stock Settlement Warrant Agreement dated as of May 12, 2026 (the “Settlement Agreement”), including the Contingent Cashless Common Stock Settlement Warrant attached as Exhibit A thereto (the “Settlement Warrant”);
WHEREAS, the parties executed that certain Corrective Amendment No. 1 as of August 10, 2026 (the “Prior Amendment”), which amended and clarified certain provisions of the Settlement Agreement and Settlement Warrant, including by providing that the Settlement Warrant covered 1,702,128 shares of the Company’s Common Stock;
WHEREAS, following further review, the parties have determined that the correct number of Warrant Shares is 1,876,026 shares of the Company’s Common Stock, subject to the structural adjustments expressly provided in the Settlement Warrant;
WHEREAS, the parties wish to amend and restate the Prior Amendment in its entirety so that this Amendment is the sole operative corrective amendment to the Settlement Agreement and Settlement Warrant, while preserving the Settlement Value at $2,400,000 as a fixed contractual amount independent of the aggregate intrinsic spread value of the Warrant Shares and leaving all other provisions of the Settlement Agreement, the Settlement Warrant, and the License Agreement unchanged;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. Defined Terms
Capitalized terms not defined in this Amendment have the meanings given to them in the Settlement Agreement.
2. Supersession and Restatement of Prior Amendment
Effective upon execution of this Amendment by the Company and Holder, this Amendment amends and restates, supersedes, and replaces in its entirety the Prior Amendment. From and after such execution, the Prior Amendment shall have no further force or effect, and all amendments and corrections to the Settlement Agreement and Settlement Warrant formerly addressed by the Prior Amendment shall be governed exclusively by this Amendment.
3. Correction of Warrant Shares
Each reference to 240,000 as the number of Warrant Shares in the Key Term Summary, the recital describing issuance of the Settlement Warrant, the definition of Warrant Shares, Section 4.1, Schedule 1, the Settlement Warrant term table, and Section A.1.1 of the Settlement Warrant is deleted and replaced with 1,876,026, as applicable. The two remaining references to 240,000 Warrant Shares, in the definition of Settlement Value and Section 4.2 of the Settlement Agreement, are removed through the replacement provisions in Sections 4.2 and 4.3 of this Amendment. The parties confirm that 1,876,026 is the controlling number of Warrant Shares, subject only to the structural adjustments expressly provided in the Settlement Warrant. For avoidance of doubt, this Section does not amend the $240,000,000 Original Warrant Consideration described in the Settlement Agreement.
4. Unchanged Terms; Settlement Value and Conforming Clarifications
4.1 Unchanged terms. Except solely for the correction in Section 3 and the conforming clarifications in this Section 4, no economic or non-economic term is amended. Without limitation, the Settlement Value remains $2,400,000; the settlement percentage reference remains 1.00%; the Exercise Price remains $1.41 per Warrant Share; the Target Reference Price remains $11.41 per Warrant Share; and the Target Spread remains $10.00 per Warrant Share.
4.2 Settlement Value definition. The definition of “Settlement Value” in the Settlement Agreement is deleted and replaced in its entirety with: “Settlement Value means $2,400,000.”
4.3 Section 4.2. Solely to preserve the Settlement Value and the other unchanged terms while conforming Section 4.2 to the corrected number of Warrant Shares, Section 4.2 of the Settlement Agreement is amended to read in its entirety:
“4.2 Settlement value and target spread. The Settlement Value is $2,400,000 and is independent of the aggregate intrinsic spread value of the Warrant Shares. Separately, the Settlement Warrant is intended to provide a target intrinsic spread value of $10.00 per Warrant Share if the applicable fair market value or transaction reference value equals $11.41 per Warrant Share.”
4.4 Caption Corrections. In each of the Key Term Summary and Schedule 1 to the Settlement Agreement, the caption “Settlement Value / target intrinsic spread value” is deleted and replaced with “Settlement Value”. The Settlement Value shall not be construed as the aggregate target intrinsic spread value of all Warrant Shares. These conforming clarifications do not change the Settlement Value, Exercise Price, Target Reference Price, Target Spread, settlement percentage reference, or any other term except as expressly stated in Sections 3 and 4 of this Amendment.
5. Settlement Warrant and Schedule 1
The Settlement Warrant attached as Exhibit A to the Settlement Agreement and Schedule 1 to the Settlement Agreement remain in full force and effect, subject only to the correction in Section 3 and the conforming clarifications in Section 4. The Settlement Warrant shall be read as entitling Holder to purchase up to 1,876,026 Warrant Shares, subject to its terms.
6. No Other Amendment; Ratification
Except as expressly amended by Sections 3 and 4 of this Amendment, the Settlement Agreement, the Settlement Warrant, and the License Agreement remain unchanged, in full force and effect, and are ratified and confirmed. From and after the Amendment Date, each reference to the Settlement Agreement includes this Amendment.
7. No Rescission or Novation
Except for the express supersession and replacement of the Prior Amendment under Section 2, this Amendment does not rescind, replace, or novate the Settlement Agreement, the Settlement Warrant, the settlement and releases reflected therein, or the amendment of the License Agreement effected thereby. The original May 12, 2026 issuance date and the original exercise-period commencement date of the Settlement Warrant remain unchanged.
8. Conflict
If there is any conflict between this Amendment and the Settlement Agreement or Settlement Warrant concerning the number of Warrant Shares, the Settlement Value, or the conforming clarifications set forth in Section 4, this Amendment controls. In all other respects, the Settlement Agreement and Settlement Warrant control.
9. Governing Law; Counterparts; Electronic Signatures
This Amendment is governed by Delaware law, and the dispute-resolution provisions incorporated into the Settlement Agreement remain applicable. This Amendment may be executed in counterparts and by electronic signature, including DocuSign or a similar platform, each of which is deemed an original and all of which together constitute one instrument.
10. Entire Agreement as to Correction
This Amendment and the Settlement Agreement constitute the entire agreement of the parties concerning the correction addressed by this Amendment. No further amendment of this Amendment is effective unless in writing and signed by the Company and Holder.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Date.
| QOMBAT LTD | ||
| By: | /s/ ▇▇▇ ▇▇▇-▇▇▇▇▇ | |
| Name: | ▇▇▇ ▇▇▇-▇▇▇▇▇ | |
| Title: | Director | |
| Date: | August 13, 2026 | |
| EIGENQ INC. | ||
| By: | /s/ ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Chief Executive Officer | |
| Date: | August 12, 2026 | |
| Additional Company Approval: | ||
| By: | /s/ Dr. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Thé | |
| Name: | Dr. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Thé | |
| Title: | Chairman | |
| Date: | August 13, 2026 | |
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