0001213900-26-085345 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 5th, 2026 • Naoris Quantum Protocol Inc. • Nevada

This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Naoris Quantum Protocol Inc., a Nevada corporation (the “Company”), and ______________ (the “Grantee”).

Lock-Up Agreement
Lock-Up Agreement • August 5th, 2026 • Naoris Quantum Protocol Inc.
STOCK OPTION AGREEMENT
Stock Option Agreement • August 5th, 2026 • Naoris Quantum Protocol Inc. • Nevada

This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Naoris Quantum Protocol Inc., a Nevada corporation (the “Company”), and the participant named below (the “Participant”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 5th, 2026 • Naoris Quantum Protocol Inc. • Nevada

INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [*] by and between Naoris Quantum Protocol Inc., a Nevada corporation (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

TRADEMARK ASSIGNMENT AND LICENSE-BACK AGREEMENT
Trademark Assignment and License-Back Agreement • August 5th, 2026 • Naoris Quantum Protocol Inc. • Nevada

This Trademark Assignment and License-Back Agreement (this “Agreement”) is made and entered into as of July 16, 2026 (the “Effective Date”), by and between NDSE Cyber Ltd, a company organized under the laws of the Commonwealth of The Bahamas (“Assignor”), and Naoris Quantum Protocol Inc., a Nevada corporation (“Assignee”) having its address at 801 Brickell Ave, Suite 800, Miami, FL 33131. Assignor and Assignee are referred to herein individually as a “Party” and collectively as the “Parties.”

Contract
Safe • August 5th, 2026 • Naoris Quantum Protocol Inc.

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • August 5th, 2026 • Naoris Quantum Protocol Inc. • New York

This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which R.F. Lafferty & Co., Inc. (the “Placement Agent”) shall be engaged by Naoris Quantum Protocol Inc., a Nevada corporation (the “Company”), to act as the exclusive Placement Agent in connection with the offering (hereinafter referred to as the “Offering”) of up to 6,000,000 shares (the “Shares”) of the Company’s class A common stock, $0.0001 par value per share (the “Common Stock”) directly to various investors (each, an “Investor” and, collectively, the “Investors”). The purchase price to the Investors for each Share is $4.00 (the “Share Offering Price”). The Placement Agent may retain other brokers or dealers to act as sub-agents or selected- dealers on its behalf in connection with the Offering.

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 5th, 2026 • Naoris Quantum Protocol Inc. • Nevada

This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Naoris Quantum Protocol Inc., a Nevada corporation (the “Company”), and ______________ (the “Grantee”).

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...
Purchase Warrant Agreement • August 5th, 2026 • Naoris Quantum Protocol Inc.

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE DATE THAT IS SIX (6) MONTHS AFTER THE ISSUANCE DATE. VOID AFTER 5:00 P.M., EASTERN TIME, ON THE DATE THAT IS FIVE (5) YEARS AFTER THE DATE OF COMMENCEMENT OF SALES IN THE OFFERING.