0001213900-26-099378 Sample Contracts

INTELLECTUAL PROPERTY ACQUISITION AGREEMENT
Intellectual Property Acquisition Agreement • September 14th, 2026 • Naoris Quantum Protocol Inc. • Services-computer programming services • Nevada

THIS INTELLECTUAL PROPERTY ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of February 27, 2026 (the “Effective Date”), by and between Naoris Quantum Protocol Inc., a Nevada Corporation having its principal place of business at 304 S. Jones Blvd, Suite 1202, Las Vegas, NV 89107, United States (“Purchaser”), and David Carvalho, a Portuguese citizen having his address at Rua Manuel Barbuda e Vasconcelos, House nr 3, 4 AS 3810-498 Aveiro, Portugal (“Seller”). Purchaser and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • September 14th, 2026 • Naoris Quantum Protocol Inc. • Services-computer programming services • 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.