EXHIBIT 10.1

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”), dated as of November 28, 2025, is made by and between ARC Group International Ltd. (the “Investor”), and BioNexus Gene Lab Corp., a Wyoming corporation (the “Company”).

WHEREAS, the Company’s common stock, no par value per share (the “Common Stock”), is listed for trading on The Nasdaq Capital Market under the symbol “BGLC”;

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to Five Hundred Million Dollars ($500,000,000) of the Company’s Common Stock, (the “Shares”); and

WHEREAS, the offer and sale of the Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder.

                NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

“Advance” shall mean the portion of the Commitment Amount requested by the Company in an Advance Notice (Drawdown 1) or Advance Notice (Drawdown 2), as applicable.

“Advance Date” shall mean the date of the delivery of the Shares issuable in respect of the applicable Advance Notice.

“Advance Halt” shall have the meaning set forth in Section 2.05(b).

“Advance Notice” shall mean, collectively, an Advance Notice (Drawdown 1) and Advance Notice (Drawdown 2).

“Advance Notice (Drawdown 1)” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the Company or other authorized representative of the Company identified on Schedule 1 hereto and setting forth the amount of an Advance that the Company desires to issue and sell to the Investor while no other Advance is ongoing pursuant to any Advance Notice.

“Advance Notice (Drawdown 2)” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the Company or other authorized representative of the Company identified on Schedule 1 hereto and setting forth the amount of an Advance that the Company desires to issue and sell to the Investor prior to the Settlement Date of any ongoing Advance pursuant to a valid Advance Notice.

“Advance Notice Confirmation” shall have the meaning set forth in Section 2.03(a).

“Advance Notice Date” shall mean each date the Company delivers (in accordance with Section 2.03 of this Agreement) to the Investor an Advance Notice, as applicable, subject to the terms of this Agreement.

“Affiliate” shall have the meaning set forth in Section 3.07.

“Agreement” shall have the meaning set forth in the preamble of this Agreement.

“Applicable Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt Practices Act of 1977, and (iii) any Sanctions laws.

“Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or similar laws for the relief of debtors.

“Black Out Period” shall have the meaning set forth in Section 6.02.

“Board of Directors” means the Board of Directors of the Company.

“Buy-In” shall have the meaning set forth in Section 2.06.

“Buy-In Price” shall have the meaning set forth in Section 2.06.

“Closing” shall have the meaning set forth in Section 2.05.

“Closing Price” means (i) if this Agreement is fully executed during market hours (before the close of the regular session at 4:00 P.M. Eastern Time) on a Trading Day, the previous Trading Day’s closing price of a share Common Stock (as reflected on Nasdaq.com), (ii) if this Agreement is fully executed after market hours (on or after the close of the regular session at 4:00 P.M. Eastern Time) on a Trading Day, that Trading Day’s closing price of a share of Common Stock (as reflected on Nasdaq.com), or (iii) if this Agreement is fully executed on a day that is not a Trading Day, the previous Trading Day’s closing price of a share of Common Stock (as reflected on Nasdaq.com).

“Commitment Amount” shall mean Five Hundred Million United States Dollars ($500,000,000) of Common Stock.

“Commitment Fee Shares” shall have the meaning set forth in Section 13.04.

“Commitment Period” shall mean the period commencing on the date hereof and expiring upon the date that is thirty-six (36) months from the date hereof, unless earlier terminated in accordance with Section 11.02.  

“Common Stock” shall have the meaning set forth in the recitals of this Agreement.

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

“Company” shall have the meaning set forth in the preamble of this Agreement.

“Company Indemnitees” shall have the meaning set forth in Section 5.02.

“Condition Satisfaction Date” shall have the meaning set forth in Section 7.01

“Confidential Information” means all confidential, proprietary or non-public information, documentation or data (whether written, oral or electronic communications) regarding the Company or any of its affiliates received by a Purchaser or its Representatives, in each case, regardless of whether or not such information, documentation or data is marked or otherwise identified as “confidential”. Confidential Information also includes information of third parties where the Company its affiliates have an obligation of confidentiality with respect to such information. Confidential Information will not, however, include information which (a) is or becomes publicly available other than as a result of a disclosure by a Purchaser or its Representatives in violation of this Agreement, (b) is or becomes available to a Purchaser or any of its Representatives on a non-confidential basis from a third-party or (c) is or has been independently developed by a Purchaser and/or its Representatives without use of or reference to any Confidential Information.

“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“Daily Value Traded” means the product obtained by multiplying the daily trading volume of the Common Stock on the Principal Market or Trading Market, as applicable, during regular trading hours as reported by Bloomberg L.P., by the VWAP for such Trading Day. For the avoidance of doubt, the daily trading volume shall include all trades on the Principal Market or Trading Market during regular trading hours.

“Daily Volume Cap” means, with respect to any Advance, the maximum number of Shares that may be sold by the Investor on any Trading Day during the applicable Pricing Period, as specified by the Company in the applicable Advance Notice, which shall not exceed 20% of the Daily Value Traded for such Trading Day.

“Designated Sale Period” shall mean, with respect to any Advance, the intraday period on a Trading Day specified by the Company in the applicable Advance Notice, if any, during which the Investor may sell Shares in respect of such Advance; provided, that no Designated Sale Period shall commence prior to the date on which the Investor has received the Shares issuable in respect of such Advance in accordance with Section 2.03(b).

“DTC” means the Depository Trust Company.

“DWAC Shares” means the Shares acquired or purchased by the Investor pursuant to this Agreement (a) that the Investor has resold in a manner described under the caption “Plan of Distribution” in the Registration Statement and otherwise in compliance with this Agreement before the delivery of the Transfer Agent Confirmation regarding the resale of such Shares in accordance with this Agreement, and (b) about which the Investor has (i) delivered to the Company and the transfer agent to the Company (A) the Transfer Agent Confirmation relating to such Shares and (B) a customary  representation letter from the Investor, and, if requested by the transfer agent, its broker, confirming, among other things, the resale of such Shares  in the manner described in clause (a) of this definition of DWAC Shares (including confirmation of compliance with any relevant prospectus delivery requirements), and (ii) delivered to the transfer agent instructions for the delivery of such Shares  to the account with DTC of the Investor’s designated broker-dealer as specified in the Transfer Agent Deliverables, which Shares will be in the hands of the persons who purchase such or Shares from the Investor in the manner described in clause (a) of this definition of DWAC Shares, freely tradable and transferable without restriction on resale and without stop transfer instructions maintained against the transfer thereof.

“Effective Date” means the date a Registration Statement is declared effective.

“Effectiveness Deadline” shall have the meaning set forth in Section 6.01(a).

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

“Exchange Cap” has the meaning set forth in Section 2.09.

“Filing Deadline” shall have the meaning set forth in Section 6.01(a).

“Floor Price” means, with respect to any Advance, the minimum price per share of Common Stock specified by the Company in the applicable Advance Notice.

“Indemnified Liabilities” shall have the meaning set forth in Section 5.01.

“Initial Registration Statement” shall have the meaning set forth in Section 6.01(a).

“Investor” shall have the meaning set forth in the preamble of this Agreement.

“Investor Indemnitees” shall have the meaning set forth in Section 5.01.

“Material Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement.

“Material Outside Event” shall have the meaning set forth in Section 6.08.

“Maximum Advance Amount” shall be, an amount equal to lesser of (i)  20% of the Daily Value Traded of the Common Stock on the Trading Day immediately preceding the date an Advance Notice is delivered, or (ii) $5,000,000; provided, however, that the parties hereto may modify the aforementioned conditions by mutual prior written consent. 

“OFAC” shall mean the U.S. Department of Treasury’s Office of Foreign Asset Control.

“Ownership Limitation” shall have the meaning set forth in Section 2.04(a).

“Person” shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Plan of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution of the Common Stock.

“Pricing Period” shall mean, in respect of any Advance, the one (1) Trading Day beginning on the first Trading Day that commences on or after the date on which the Investor has received the Shares issuable in respect of such Advance in accordance with Section 2.03(b); provided, however, that, if the Company so elects in the applicable Advance Notice, the Pricing Period shall instead mean the Designated Sale Period on such Trading Day.

“Principal Market” shall mean either The Nasdaq Global Market or The Nasdaq Capital Market.

“Purchase Price” shall mean, collectively, the Purchase Price (Drawdown 1) and Purchase Price (Drawdown 2).

“Purchase Price (Drawdown 1)” shall mean 96.5% of the VWAP of the Common Stock during the applicable Pricing Period related to an Advance Notice (Drawdown 1).

“Purchase Price (Drawdown 2)” shall mean 97% of the VWAP of the Common Stock during the applicable Pricing Period related to an Advance Notice (Drawdown 2).

“Registrable Securities” shall mean (i) the Commitment Fee Shares, (ii) the Shares, and (iii) any securities issued or issuable with respect to any of the foregoing by way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise.

“Registration Limitation” shall have the meaning set forth in Section 2.04(b).

“Registration Statement” shall mean a registration statement on Form S-1 or Form S-3 or on such other form promulgated by the SEC for which the Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall be available for the registration of the resale by the Investor of the Registrable Securities under the Securities Act.

“Regulation D” shall mean the provisions of Regulation D promulgated under the Securities Act.

“Required Delivery Date” means any date on which the Company or its transfer agent is required to deliver Common Stock to Investor hereunder.

“Rule 144 Holding Period” means six months from the date of issuance of any Common Stock issuable hereunder or such date as shall be required to comply with Rule 144 of the Securities Act.

“Sanctions” means any sanctions administered or enforced by OFAC, the U.S. State Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority.

“Sanctions Programs” means any OFAC economic sanction program (including, without limitation, programs related to Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“SEC” shall mean the U.S. Securities and Exchange Commission.

“SEC Documents” shall have the meaning set forth in Section 4.04.

“Securities Act” shall have the meaning set forth in the recitals of this Agreement.

“Settlement Date” shall mean the 1st Trading Day after expiration of the applicable Pricing Period for each Advance or if the Investor shall not have sold all of the shares of Common Stock in respect of such Advance the Trading Day following the date the Investor shall have sold all of the shares in respect of such Advance.

“Settlement Document” shall have the meaning set forth in Section 2.05(a).

“Shares” shall mean the shares of Common Stock to be issued to the Investor from time to time hereunder pursuant to an Advance.

“Trading Day” shall mean any day during which the Principal Market or Trading Market shall be open for business.

“Trading Market” shall mean the New York Stock Exchange, the NYSE American LLC, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the Nasdaq Global Market Composite, the NYSE Euronext, OTCQX, OTCQB, OTCID, Pink Limited Market, whichever is at the time the principal trading exchange or market for the Common Stock.

“Transaction Documents” shall have the meaning set forth in Section 4.02.

“Transfer Agent Confirmation” means a written confirmation sent by the Investor to the transfer agent that sets forth the number of DWAC Shares that have been resold, and the date(s) of such resales.

“Transfer Agent Deliverables” shall have the meaning set forth in Section 2.03(b). 

“VWAP” means, for any Trading Day, the daily volume weighted average price of the Common Stock for such Trading Day (or, if the Pricing Period is a Designated Sale Period, for such Designated Sale Period) on the Principal Market or Trading Market from 9:30 a.m. Eastern Time through 4:00 p.m. Eastern Time, excluding the opening price and the closing price; provided, however, that upon the occurrence of an Advance Halt due to a Material Outside Event, the VWAP calculation shall terminate as of the effective time of such Advance Halt.

ARTICLE II

ADVANCES

Section 2.01 Advances; Mechanics. Subject to the terms and conditions of this Agreement (including, without limitation, the provisions of Article VII hereof), the Company, at its sole and exclusive option, may issue and sell to the Investor, and the Investor shall purchase from the Company, Common Stock on the terms set forth herein.

Section 2.02 Advance Notice. At any time during the Commitment Period, the Company may require the Investor to purchase Common Stock by delivering an Advance Notice to the Investor, subject to the conditions set forth in Section 7.01, and in accordance with the following provisions:

Section 2.03 Date of Delivery of Advance Notice; Issuance of Shares.

Section 2.04 Advance Limitations. Regardless of the amount of an Advance requested by the Company in the Advance Notice, the final amount of an Advance pursuant to an Advance Notice shall be reduced in accordance with each of the following limitations:

Section 2.05 Closings. The closing of each Advance and each sale and purchase of Shares related to each Advance (each, a “Closing”) shall take place on the applicable Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Stock that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, and subject to Section 2.02.d of this Agreement, the Company and the Investor shall fulfill each of its obligations as set forth below:

Section 2.06 Failure to Timely Deliver.

Section 2.07 Return of Surplus. If the value of the Shares delivered to the Investor causes the Company to exceed the Commitment Amount, then the Investor shall return to the Company the surplus amount of Shares associated with such Advance.

Section 2.08 Completion of Resale Pursuant to the Registration Statement. After the Investor has purchased the full Commitment Amount and has completed the subsequent resale of the full Commitment Amount pursuant to the Registration Statement, the Investor will notify the Company that all subsequent resales are completed and the Company will be under no further obligation to maintain the effectiveness of the Registration Statement.

Section 2.09 Exchange Cap. Notwithstanding anything to the contrary in this Agreement, the Company shall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase Common Stock under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Stock issued under this Agreement (including all of the Registrable Securities) would exceed 19.99% of the issued and outstanding shares of Common Stock as of the date of this Agreement (the “Exchange Cap”); provided, however, that, the Exchange Cap will not apply (i) if  the Company obtains the requisite stockholder approval for issuances in excess of the Exchange Cap or (ii) if, and only to the extent, that The Nasdaq Stock Market (“Nasdaq”) grants an exception to permit shares of Common Stock to be sold in excess of the Exchange Cap pursuant to Nasdaq Listing Rule 5635(f) without stockholder approval.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF INVESTOR

Investor hereby represents and warrants to, and agrees with, the Company that the following are true and correct as of the date hereof and as of each Advance Notice Date and each Advance Date:

Section 3.01 Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Section 3.02 Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Common Stock of the Company and of protecting its interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.

Section 3.03 No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common Stock hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges that the Investor may lose all or a part of its investment.

Section 3.04 Investment Purpose. The Investor is acquiring the Common Stock for its own account, for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein, the Investor does not agree, or make any representation or warranty, to hold any of the Common Stock for any minimum or other specific term and reserves the right to dispose of the Common Stock at any time in accordance with, or pursuant to, a registration statement filed pursuant to this Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to sell or distribute any of the Shares. The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling stockholder” in each Registration Statement and in any prospectus contained therein.

Section 3.05.  Accredited Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D.

Section 3.06 Information. The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision. The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of the Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement. The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby. The Investor acknowledges that it has reviewed or has access to the SEC Filings, including without limitation, the Form 10-K filed on April 29, 2025 and Form 10-Q filed on November 14, 2025, including without limitation the risk factors contained therein.

Section 3.07 Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Company or any “affiliate” of the Company (as that term is defined in Rule 405 promulgated under the Securities Act).

Section 3.08 Trading Activities. The Investor’s trading activities with respect to the Common Stock shall be in compliance with all applicable federal and state securities laws, rules and regulations and the rules and regulations of the Principal Market or Trading Market. Neither the Investor nor its affiliates has any open short position in the Common Stock, nor has the Investor entered into any hedging transaction that establishes a net short position with respect to the Common Stock, and the Investor agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales or hedging transactions with respect to the Common Stock during the terms of this Agreement; provided that the Company acknowledges and agrees that upon receipt of an Advance Notice the Investor has the right to sell (a) the Shares to be issued to the Investor pursuant to the Advance Notice prior to receiving such Shares, or (b) other shares of Common Stock issued or sold by the Company to Investor pursuant to this Agreement and which the Company has continuously held as a long position.

Section 3.09 General Solicitation. Neither the Investor, nor any of its affiliates, nor any person acting on its or their behalf, has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Common Stock by the Investor.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the SEC Documents, or in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or warranty otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules or in another Section of the Disclosure Schedules, to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such Section, the Company represents and warrants to the Investor that, as of the date hereof and each Advance Notice Date (other than representations and warranties which address matters only as of a certain date, which shall be true and correct as written as of such certain date), that:

Section 4.01 Organization and Qualification. The Company is an entity duly organized and validly existing under the laws of its state of organization or incorporation, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and is in good standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

Section 4.02 Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) have been or (with respect to consummation) will be duly authorized by the Board of Directors and no further consent or authorization will be required by the Company, its Board of Directors or its stockholders (except as otherwise contemplated by this Agreement). This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Section 4.03 No Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) will not (i) result in a violation of the certificate of incorporation or other organizational documents of the Company (with respect to consummation, as the same may be amended from time to time prior to the date on which any of the transactions contemplated hereby are consummated), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations or conflicts would not reasonably be expected to have a Material Adverse Effect.

Section 4.04 SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed within the past two years preceding the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, and all registration statements filed by the Company under the Securities Act, being hereinafter referred to as the “SEC Documents”). The Company has made available to the Investor through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents, and none of the SEC Documents, when viewed as a whole as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates (or, with respect to any filing that has been amended or superseded, the date of such amendment or superseding filing), the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, except as may be otherwise noted in the SEC Documents. As of their respective dates (or, with respect to any financial statements that have been amended or superseded, the date of such amended or superseding financial statements), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Section 4.05 Equity Capitalization. As of the date hereof, the authorized capital of the Company consists of (A) 300,000,000 shares of Common Stock, of which, 1,796,507 are issued and outstanding and 0 shares are reserved for issuance pursuant to Convertible Securities (as defined below) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 30,000,000 shares of preferred stock, having no par value per share, of which none are issued and outstanding. No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock).

Section 4.06 Intellectual Property Rights. The Company owns or possesses adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted, except as would not cause a Material Adverse Effect. The Company has not received written notice of any infringement by the Company of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, or trade secrets. To the knowledge of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against the Company regarding any material trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and the Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

Section 4.07 Employee Relations. The Company is not involved in any labor dispute nor, to the knowledge of the Company, is any such dispute threatened, in each case which is reasonably likely to cause a Material Adverse Effect.

Section 4.08 Title. Except as would not cause a Material Adverse Effect, the Company has indefeasible fee simple or leasehold title to its properties and assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest. Any real property and facilities held under lease by the Company are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company.

Section 4.09 (Reserved.)

Section 4.10 Insurance. The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

Section 4.11 Regulatory Permits. Except as would not cause a Material Adverse Effect, the Company possesses all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their respective businesses, and the Company has not received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permits.

Section 4.12 Internal Accounting Controls. Except as set forth in the SEC Documents, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and management is not aware of any material weaknesses that are not disclosed in the SEC Documents as and when required.

Section 4.13 Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company, or the Common Stock, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.

Section 4.14 Subsidiaries. Except as set forth in the SEC Documents, as of the date hereof, the Company does not own or control, directly or indirectly, any interest in any other corporation, partnership, association or other business entity.

Section 4.15 Tax Status. Except as would not have a Material Adverse Effect, or except as set forth in the SEC Documents, the Company (i) has timely made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. The Company has not received written notification of any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim where failure to pay would cause a Material Adverse Effect.

Section 4.16 Certain Transactions. Except as (i) set forth in the SEC Documents or (ii) not required to be disclosed pursuant to Applicable Law (including, for the avoidance of doubt, not yet required to be disclosed at the relevant time), none of the officers or directors of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner.

Section 4.17 (Reserved.)

Section 4.18 Dilution. The Company is aware and acknowledges that the issuance of the Shares hereunder could cause dilution to existing stockholders and could significantly increase the outstanding number of shares of Common Stock.

Section 4.19 Acknowledgment Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s purchase of the Shares hereunder. The Company is aware and acknowledges that it shall not be able to request Advances under this Agreement if the Registration Statement is not effective or if any issuances of Shares pursuant to any Advances would violate any rules of the Principal Market or Trading Market.

Section 4.20 Sanctions Matters. Neither the Company nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company is a Person that is, or is owned or controlled by a Person that is on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time:

Section 4.21 DTC Eligibility. The Company, through the transfer agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.

ARTICLE V

INDEMNIFICATION

Section 5.01 Indemnification by the Company. In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all of the Company’s other obligations under this Agreement, to the extent permitted by law, the Company shall defend, protect, indemnify and hold harmless the Investor, its investment manager, and each of their respective officers, directors, managers, members, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability is the direct result of the fraud, gross negligence or intentional misconduct of the Investor (as determined by a final non-appealable judgment of court having jurisdiction over such matter). To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law.

Section 5.02 Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due, subject to receipt by the indemnifying party of an undertaking to repay any amounts that such party is ultimately not entitled to receive as indemnification pursuant to this Agreement.

Section 5.03 Remedies. The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may be available to any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under this Article V shall survive expiration or termination of this Agreement.

Section 5.04 Limitation of Liability. Notwithstanding the foregoing, no party shall be entitled to recover from the other party for punitive, indirect, incidental or consequential damages.

ARTICLE VI

COVENANTS

Section 6.01 Registration Statement.

Section 6.02 Suspension of Registration Statement.

Section 6.03 Listing of the Common Stock. As of each Advance Date, the Shares to be sold by the Company from time to time hereunder will have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market or other Trading Market, subject to official notice of issuance.

Section 6.04 Opinion of Counsel. Prior to the date of the delivery by the Company of the first Advance Notice, the Investor shall have received an opinion from counsel to the Company in form and substance reasonably satisfactory to the Investor.

Section 6.05 Exchange Act Registration. The Company will use commercially reasonable efforts to file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act or the rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act.

Section 6.06 Transfer Agent Instructions. So long as there is a Registration Statement in effect for this transaction, the Company shall (if required by the transfer agent for the Common Stock) cause legal counsel for the Company to deliver to the transfer agent for the Common Stock (with a copy to the Investor) instructions to issue Common Stock to the Investor free of restrictive legends upon each Advance if the delivery of such instructions are consistent with Applicable Law and the Investor has provided the Transfer Agent Deliverables with respect to such Common Stock required by this Agreement.

Section 6.07 Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence of the Company during the Commitment Period.

Section 6.08 Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will promptly notify the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration Statement or related prospectus relating to an offering of Common Stock (in each of which cases the information provided to Investor will be kept strictly confidential): (i) except for requests made in connection with SEC or other Federal or state governmental authority investigations disclosed in the SEC Documents, receipt of any request for additional information by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement or any request for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other Federal governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or of the necessity to amend the Registration Statement or supplement a related prospectus to comply with the Securities Act or any other law; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; in which case the Company will prepare and promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice, and the Company shall not sell any Shares pursuant to any Advance Notice (other than as required pursuant to Section 2.05(b)), during the continuation of any of the foregoing events in clauses (i) through (v) above, or in the event that (vi) there shall be no bid for the Common Stock on the Principal Market or Trading Market for a period of 15 consecutive minutes at any time during the applicable Pricing Period or (vii) there shall be a “trading halt” or circuit breaker” event with respect to the Common Stock on the Principal Market or Trading Market during the applicable Pricing Period (each of the events described in the immediately preceding clauses (i) through (vii), inclusive, a “Material Outside Event”).

Section 6.09 Consolidation. If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction contemplated in such Advance Notice has been closed in accordance with Section 2.03 hereof, and all Shares issuable in connection with such Advance have been received by the Investor.

Section 6.10 Issuance of Common Stock. The issuance and sale of Common Stock hereunder shall be made in accordance with the provisions and requirements of Section 4(a)(2) of the Securities Act or Regulation D under the Securities Act and any applicable state securities law.

Section 6.11 Market Activities. The Company will not, directly or indirectly, take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company under Regulation M of the Exchange Act, with the exception of any open market purchases made within the safe harbor provided by Rule 10b-18 under the Exchange Act.

Section 6.12 Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all reasonable fees and disbursements of the Company’s counsel, accountants and other advisors, (iv) the qualification of the Shares under securities laws in accordance with the provisions of this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any prospectus and any amendments or supplements thereto, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares for trading on the Principal Market or Trading Market, or (vii) filing fees of the SEC and the Principal Market or Trading Market.

Section 6.13 Material Non-Public Information. The Company shall not, and the Company shall cause each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion and must include an agreement to keep such information confidential until publicly disclosed or 45 days have passed); it being understood that the mere notification of Investor required pursuant to Section 6.08(iv) hereof shall not in and of itself be deemed to be material non-public information. Notwithstanding anything contained in this Agreement to the contrary, the Company expressly agrees that it shall use its commercially reasonable efforts to publicly disclose, no later than 45 days following the date hereof, but in any event prior to delivering the first Advance Notice hereunder, any information communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the transactions contemplated herein, which, following the date hereof would, if not so disclosed, constitute material, non-public information regarding the Company.

Section 6.14 Advance Notice Limitation. The Company shall not deliver an Advance Notice if a stockholder meeting or corporate action date, or the record date for any stockholder meeting or any corporate action, would fall during the period beginning two Trading Days prior to the date of delivery of such Advance Notice and ending two Trading Days following the Closing of such Advance.

Section 6.15 Use of Proceeds. The Company will use the proceeds from the sale of the Common Stock hereunder for working capital and other general corporate purposes or, if different, in a manner consistent with the application thereof described in the Registration Statement. Neither the Company will, directly or indirectly, use the proceeds of the transactions contemplated herein, or lend, contribute, facilitate or otherwise make available such proceeds to any Person (i) to fund, either directly or indirectly, any activities or business of or with any Person that is identified on the list of Specially Designated Nationals and Blocker Persons maintained by OFAC, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or Sanctions Programs, or (ii) in any other manner that will result in a violation of Sanctions.

Section 6.16 Compliance with Laws. The Company shall comply in all material respects with all Applicable Laws.

Section 6.17 Aggregation. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company shall use its commercially reasonable efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to buy any security, under circumstances that would cause this offering of the Common Stock by the Company to the Investor to be aggregated with other offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Market or Trading Market on which any of the securities of the Company are listed or designated, unless stockholder approval is obtained before the closing of such subsequent transaction in accordance with the rules of such Principal Market or Trading Market.

Section 6.18 Other Transactions. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents, including, without limitation, the obligation of the Company to deliver the Shares to the Investor in accordance with the terms of the Transaction Documents. For the avoidance of doubt, nothing in this Section 6.18 shall restrict or impair the Company’s ability to conduct any “at the market offering” (as defined in Rule 415 under the Securities Act).

Section 6.19 Integration. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company shall use its commercially reasonable efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to buy any security, under circumstances that when combined with the offering of securities hereunder would require registration of the offer and sale of any of the securities under the Securities Act prior to the issuance of securities hereunder.

Section 6.20 (Reserved.)

Section 6.21 DTC. The Company shall take all commercially reasonable action required to ensure that its Common Stock can be transferred electronically as DWAC Shares if the Transfer Agent Deliverables with respect to such Common Stock have been provided by the Investor.

Section 6.22 Confidential Information. Each party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby in full compliance with applicable securities laws; provided, however that a party may disclose Confidential Information that is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party.

Section 6.23 Prohibition of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock (excluding transactions properly marked “short exempt”) or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

Section 6.24 Use of Name. The Company shall not, directly or indirectly, use the names “Arc Group International”, “Arc Group”, or “Arc”, or any derivations thereof, or logos associated with these names, as the case may be, in any manner or take any action that may imply any relationship with the Investor or any of its affiliates without the prior written consent of the Investor, provided, however, the Investor hereby consents to all lawful uses of these names in the prospectus, statement and other materials that are required by applicable laws or pursuant to the disclosure requirements of the SEC or any state securities authority.

ARTICLE VII

CONDITIONS FOR DELIVERY OF ADVANCE NOTICE

Section 7.01 Conditions Precedent to the Right of the Company to Deliver an Advance Notice. The right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance is subject to the satisfaction by the Company, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

Furthermore, the Company shall not have the right to deliver an Advance Notice to the Investor if any of the following shall occur:

ARTICLE VIII

NON-DISCLOSURE OF NON-PUBLIC INFORMATION

The Company covenants and agrees that, other than as expressly required by Section 6.08 hereof or, with the Investor’s consent pursuant to Section 6.01(c) and 6.13, it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public information (as determined under the Securities Act, the Exchange Act, or the rules and regulations of the SEC) directly or indirectly to the Investor or its affiliates, without also disseminating such information to the public, unless prior to disclosure of such information the Company identifies such information as being material non-public information and provides the Investor with the opportunity to accept or refuse to accept such material non-public information for review. Unless specifically agreed to in writing, in no event shall the Investor have a duty of confidentiality, or be deemed to have agreed to maintain information in confidence, with respect to the delivery of any Advance Notices.

ARTICLE IX

NON-EXCLUSIVE AGREEMENT

Notwithstanding anything contained herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time throughout the term of this Agreement and thereafter, if permitted by the terms of the Agreement, issue and allot, or undertake to issue and allot, any shares and/or securities and/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted into or replaced by shares of Common Stock or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or grant any rights with respect to its existing and/or future share capital.

ARTICLE X

CHOICE OF LAW/JURISDICTION

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Wyoming without regard to the principles of conflict of laws. The parties further agree that any action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement.

ARTICLE XI

ASSIGNMENT; TERMINATION

Section 11.01 Assignment. Neither this Agreement nor any rights or obligations of the parties hereto may be assigned to any other Person.

Section 11.02 Termination.

ARTICLE XII

NOTICES

Other than with respect to Advance Notices, which must be in writing and will be deemed delivered on the day set forth in Section 2.03 in accordance with Exhibit C, any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or e-mail if sent on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading Day; (iii) five (5) days after being sent by U.S. certified mail, return receipt requested, (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications (except for Advance Notices which shall be delivered in accordance with Exhibit A hereof) shall be:

Either party may change its information contained in this Article XII by delivering notice to the other party as set forth herein.

ARTICLE XIII

MISCELLANEOUS

Section 13.01 Counterparts. This Agreement may be executed in identical counterparts, both which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically scanned and delivered signatures, including by e-mail attachment, shall be deemed originals for all purposes of this Agreement.

Section 13.02 Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement. The provisions of the existing confidentiality agreement between the Investor and the Company shall remain in force, except that all provisions therein dealing with the treatment of material non-public information are superseded by this Agreement.

Section 13.03 Reporting Entity for the Common Stock. The reporting entity relied upon for the determination of the trading price or trading volume of the Common Stock on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.

Section 13.04 Expenses; Commitment Fee.

Section 13.05 Brokerage. Except as set forth on Schedule 13.05, each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above.

[Signature Page to Purchase Agreement]

EXHIBIT A

ADVANCE NOTICE

BioNexus Gene Lab Corp.

Dated: ______________ Advance Notice Number: ____

The undersigned, _______________________, hereby certifies, with respect to the sale of the shares of Common Stock of BioNexus Gene Lab Corp. (the “Company”) issuable in connection with this Advance Notice, delivered pursuant to that certain Purchase Agreement, dated as of November 28, 2025 (the “Agreement”), as follows:

The undersigned has executed this Advance Notice as of the date first set forth above.

EXHIBIT B

FORM OF SETTLEMENT DOCUMENT

VIA EMAIL

BIONEXUS GENE LAB CORP.

Attn:

Email:

Subject:

Below please find the settlement information with respect to the Advance Notice Date of:

EXHIBIT C

VIA EMAIL

Email:

Subject: ELOC: BioNexus Gene Lab Corp.

Advance Notice

Below please find the Advance Notice Date of:

SCHEDULE 1

Authorized Representatives

The following individuals may execute Advance Notices:

Disclosure Schedule 13.05 (Brokerage)

EXHIBIT 10.2

EXCLUSIVE INTELLECTUAL PROPERTY LICENSE AGREEMENT

(SOUTHEAST ASIA)

by and between

FIDELION DIAGNOSTICS PTE. LTD.

(as Licensor)

And

BIONEXUS GENE LAB CORP.

(as Licensee)

Dated as of November 28, 2025

TABLE OF CONTENTS

SCHEDULES

EXCLUSIVE INTELLECTUAL PROPERTY LICENSE AGREEMENT (SOUTHEAST ASIA)

This Exclusive Intellectual Property License Agreement (this “Agreement”) is made and entered into as of this 28th day of November, 2025,

BY AND BETWEEN:

FIDELION DIAGNOSTICS PTE. LTD., a private company limited by shares incorporated under the laws of Singapore (UEN: 202527265W) with its registered office at 10 Anson Road, #13-09, International Plaza, Singapore 079903 (“Licensor”);

AND

BIONEXUS GENE LAB CORP., a corporation organized and existing under the laws of Wyoming, USA, with its principal place of business at A-28-07 Menara UOA Bangsar, No.5 Jalan Bangsar Utama 1, Kuala Lumpur 59000, Malaysia (“Licensee” or "BGLC").

Licensor and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Licensor is the legal and beneficial owner of, and possesses the right to grant licenses to, all right, title, and interest in and to the "VitaGuard System," a comprehensive diagnostic platform for minimal residual disease (MRD) detection, for all territories globally excluding the People’s Republic of China.

WHEREAS, Licensee (BGLC) desires to obtain, and Licensor has agreed to grant, an exclusive, irrevocable, and royalty-free license to use, develop, manufacture, and commercialize the VitaGuard System within the Territory of Southeast Asia.

WHEREAS, this Agreement is being executed as part of a broader strategic partnership between the Parties as contemplated in a term sheet dated July 28, 2025 (the "Term Sheet").

WHEREAS, the consideration for the grant of the license hereunder forms an integral part of the comprehensive transaction outlined in the Term Sheet, which includes, among other things, an equity exchange between the Parties and a licensing fee payable by Licensee to Licensor.

WHEREAS, the Parties intend for this Agreement to be governed by the laws of Singapore, with any disputes to be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises set forth in this Agreement, the Parties hereby agree as follows:

ARTICLE 1: DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

1.1 “Affiliate” means any person or legal entity that directly or indirectly controls, is controlled by, or is under common control with a Party. For purposes of this definition, "control" means the direct or indirect ownership of fifty percent (50%) or more of the outstanding voting shares of such entity, or the power to direct the management and policies of such entity.

1.2 “Agreement” means this Exclusive Intellectual Property License Agreement, including all Schedules attached hereto, as may be amended from time to time.

1.3 “Assignment Agreement” means that certain Intellectual Property and Technology Assignment Agreement dated November 11th 2025 between Wuxi Tongshu Biotechnology Co., Limited (as Assignor) and Fidelion Diagnostics Pte. Ltd. (as Assignee).

1.4 “Change of Control” means, with respect to a Party: (i) any transaction or series of related transactions by which a person or group acting in concert obtains more than fifty percent (50%) of the voting power of such Party or the right to appoint a majority of its board (or equivalent governing body); or (ii) a sale, lease, exclusive license of all fields and territories, or other disposition of all or substantially all assets of such Party (other than to an Affiliate for a bona fide internal reorganization). For clarity, none of the following, standing alone, constitutes a Change of Control: bona fide equity or debt financings where no person/group acquires ≥30% voting power or board-majority appointment rights; issuances under employee equity plans; pro rata stock splits/dividends/recapitalizations; temporary underwriter holdings; internal reorganizations among Affiliates that do not change ultimate control; conversion/exercise of securities outstanding on the Effective Date per their terms; passive holdings under 10% without governance rights; or digital-asset treasury transactions (e.g., issuance/sale/swap/staking/burn/airdrop of tokens for financing/treasury/ecosystem purposes) that do not transfer ≥30% voting power or board-majority appointment rights and whose protocol-level governance does not confer corporate governance rights.

1.5 “Effective Date” means the date first written above on the cover page.

1.6 “Licensed IP” means the Licensed Patents, the Licensed Technology, and the Licensed Software collectively.

1.7 “Licensed Patents” means the patents and patent applications listed in Schedule A, together with all continuations, divisionals, and foreign counterparts thereof.

1.8 “Licensed Software” means the software components, data models, user interfaces, and report-generation tools integrated into the VitaGuard System, as further described in Schedule C.

1.9 “Licensed Technology” means the proprietary processes, protocols, data, manufacturing guides, laboratory SOPs, and technical documentation developed in connection with the VitaGuard System, as further detailed in Schedule B.

1.10 “Party” or “Parties” has the meaning set forth in the preamble of this Agreement.

1.11 “Products” means any products, services, or diagnostic solutions developed, manufactured, or commercialized by Licensee, its Affiliates, or its sublicensees that use or incorporate the Licensed IP.

1.12 “Reversion Event” means a transfer of ownership of the Licensed IP from Licensor to Assignor pursuant to Sections 3.5 and 14.6A of the Assignment Agreement (i.e., following termination of the PSA due solely to an uncured Fidelion Material Breach, after all notice/cure periods and any dispute hold).

1.13 “Successor Licensor” means any successor owner of the Licensed IP, including without limitation Assignor, following a Reversion Event or other change in ownership.

1.14 “Term Sheet” means the strategic partnership term sheet executed between the Parties dated July 28, 2025.

1.15 “Territory” means the member states of the Association of Southeast Asian Nations (ASEAN) as of the Effective Date, namely: Brunei Darussalam, Cambodia, Indonesia, Lao People’s Democratic Republic, Malaysia, Myanmar, the Philippines, Singapore, Thailand, and Vietnam.

Any change in ASEAN membership after the Effective Date shall include such new members in the Territory. This definition is intended to be consistent with the definition of “SEA Region” in Clause 1.1 of the Share Subscription and Shareholders’ Agreement between Fidelion, Licensee, and the other parties named therein, dated on or about the date hereof.

ARTICLE 2: GRANT OF LICENSE

2.1 Grant of Exclusive License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee an exclusive, irrevocable (except as expressly provided for in Article 9), royalty-free license under the Licensed IP to use, develop, manufacture, market, distribute, and sell the Products.

2.2 Territory. The rights and licenses granted to Licensee under this Agreement are granted solely for the Territory, as defined in Article 1 and detailed in Schedule D.

2.3 Scope of Use. The license granted hereunder shall include the right to:

a) Manufacture, or have manufactured, the Products within the Territory;

b) Market, promote, distribute, and sell the Products within the Territory;

c) Pursue and obtain all necessary local regulatory approvals for the Products within the Territory, including but not limited to approvals from the Medical Device Authority (MDA) of Malaysia and the Health Sciences Authority (HSA) of Singapore; and

d) Grant sublicenses to third parties to perform any of the foregoing activities, in accordance with Article 3 of this Agreement.

2.4 No Implied Rights. No rights or licenses are granted by Licensor under this Agreement other than those expressly set forth herein. All rights not expressly granted to Licensee are reserved by Licensor. For the avoidance of doubt, Licensee is granted no rights under the Licensed IP for any territory outside the Territory.

2.5 Non-Disturbance; Attornment. The Parties acknowledge that this Agreement is intended to run with the Licensed IP in the Territory. Accordingly, no change in ownership of the Licensed IP (including a Reversion Event) shall, by itself, terminate, impair, or modify this Agreement. Upon any such change, Licensee shall attorn to, and this Agreement shall automatically continue in favor of, the Successor Licensor on identical terms.

ARTICLE 3: SUBLICENSING

3.1 Right to Sublicense. Licensee shall have the right to grant sublicenses to any or all of the rights granted to it under Article 2 of this Agreement to its Affiliates or to any third party, provided that any such sublicense is for use solely within the Territory.

3.2 Sublicense Requirements. Licensee shall not grant any sublicense without Fidelion’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Fidelion shall have the right to review and approve the form of sublicense agreement to ensure compliance with this Agreement. Breach of any sublicense agreement shall entitle Fidelion to terminate such sublicense directly.

3.3 Notification and Responsibility. Licensee shall provide Licensor with written notice within thirty (30) days following the execution of any sublicense agreement, identifying the sublicensee and the scope of the rights granted. Licensee shall remain fully responsible for the performance of all its obligations under this Agreement and shall be liable for any act or omission of its sublicensees that would constitute a breach of this Agreement if performed by Licensee.

ARTICLE 4: EXCLUSIONS AND RESERVED RIGHTS

4.1 Rights Reserved by Licensor. Licensor expressly reserves all rights not explicitly granted to Licensee in this Agreement. For the avoidance of doubt, Licensor retains:

a) The sole and exclusive right to use, license, and commercialize the Licensed IP in all countries and regions of the world outside the Territory.

b) Full and unencumbered ownership of all right, title, and interest in and to the Licensed IP.

c) The right to request information and review Licensee’s commercialization activities as reasonably necessary to ensure compliance with quality standards and to satisfy Licensor’s own reporting obligations to its licensors.

4.2 No Rights Outside the Territory. This Agreement grants no right or license to Licensee, whether express or implied, to manufacture, use, market, distribute, or sell Products in any country or region outside the Territory4. Licensee shall not, and shall ensure its Affiliates and sublicensees do not, actively or knowingly sell Products to any third party that it knows or has reasonable cause to believe will subsequently distribute or sell such Products outside the Territory.

ARTICLE 5: LICENSE FEE

5.1 License Fee. In consideration for the rights and licenses granted hereunder, Licensee shall pay to Licensor a total, non-refundable, and non-creditable license fee of two-million US dollars ($2,000,000 USD) (the “License Fee”).

5.2 Payment Schedule. The License Fee shall be paid in monthly instalments over a period of twenty-four (24) months, commencing on the Effective Date. Payments shall be made as follows:

a) Licensee shall make twenty-three (23) equal monthly payments of eighty-three thousand, three hundred and thirty-three US dollars ($83,333.00).

b) A final balancing payment of eighty-three thousand, three hundred and forty-one US dollars ($83,341.00) shall be made in the twenty-fourth (24th) month.

c) Each monthly installment shall be due and payable on or before the first business day of each month for the duration of the 24-month period.

5.3 Royalty-Free Basis. Subject to the full and timely payment of the License Fee as specified in this Article 5, the license granted herein is fully paid-up and royalty-free. For the avoidance of doubt, upon payment in full of the License Fee, no further royalties, milestone payments, or other fees shall be payable by Licensee to Licensor for the use of the Licensed IP in accordance with this Agreement.

ARTICLE 6: OBLIGATIONS OF THE PARTIES

6.1 Licensor’s Obligations. For the duration of this Agreement, Licensor shall:

a) Delivery of Technical Materials. Within thirty (30) days of the Effective Date, provide to Licensee a complete, up-to-date, and accessible copy of all Licensed Technology and Licensed Software as detailed in Schedule B and Schedule C.

b) Initial Technical Support. Make its qualified technical personnel reasonably available to Licensee for a period of one hundred and twenty (120) days following the Effective Date to provide initial training and support related to the interpretation and implementation of the Licensed IP.

c) Regulatory Support. Upon reasonable request from Licensee, provide copies of existing clinical and validation data related to the VitaGuard System to support Licensee’s regulatory submissions within the Territory. Licensor shall also furnish such letters of authorization as may be reasonably required by regulatory authorities to allow Licensee to reference this data.

d) Support for Improvements. Any material Improvements developed by Fidelion that are directly related to, and constitute incremental enhancements of, the Licensed Products as defined on the Effective Date shall be automatically included in the rights granted under this Agreement. Improvements that constitute new products, new indications, or materially different technology platforms are excluded unless separately agreed in writing.

6.2 Licensee’s Obligations. For the duration of this Agreement, Licensee shall:

a) Commercialization Efforts. Use commercially reasonable efforts to develop, market, and sell the Products throughout the Territory.

b) Regulatory Compliance. Be solely responsible, at its own expense, for obtaining and maintaining all necessary regulatory approvals required to market and sell the Products within the Territory.

c) Purchase Commitment. Purchase a minimum of five hundred thousand US dollars ($500,000 USD) in value of reagents and system components from Licensor (or Licensor's designated supplier, Wuxi Tongshu Biotechnology Co., Limited) within the first twenty-four (24) months from the Effective Date.

d) Compliance with Laws. Conduct all activities related to the Products in a professional manner and in compliance with all applicable local laws, rules, and regulations within the Territory.

6.3 Regulatory Milestones and Step-In. Licensee shall obtain, or cause to be obtained, all necessary regulatory approvals to market Licensed Products in at least three (3) Priority Markets in the Territory (as mutually agreed) within twenty-four (24) months after the Effective Date. If Licensee fails to meet this milestone and does not cure within ninety (90) days of notice, Fidelion may, at its sole discretion, assume responsibility for such regulatory filings and associated commercialisation in those markets, in which case Fidelion may market and sell Licensed Products there directly or through third parties without restriction.

6.4 Data Use Limitation. Any clinical, validation, or regulatory data provided by Fidelion to Licensee shall be used solely for regulatory or commercial purposes within the Territory and shall not be disclosed or used for any purpose outside the Territory without Fidelion’s prior written consent.

6.5 Continuity on Ownership Change. Licensor shall (a) provide prompt written notice to Licensee of any anticipated change in ownership of the Licensed IP; and (b) cause any Successor Licensor to assume Licensor’s obligations under this Agreement in writing upon such change. Licensor shall deliver to Licensee a countersigned assumption instrument within ten (10) Business Days after the effective date of such change.

ARTICLE 7: INTELLECTUAL PROPERTY

7.1 Ownership of Licensed IP. Licensee acknowledges and agrees that all right, title, and interest in and to the Licensed IP are, and shall remain, the sole and exclusive property of Licensor or any Successor Licensor, and nothing herein transfers ownership to Licensee.

7.2 Ownership of Improvements. Licensee shall own all right, title, and interest in and to any enhancements, modifications, or derivative works of the Licensed IP that are conceived and reduced to practice solely by Licensee’s employees or agents during the term of this Agreement (“Licensee Improvements”). Licensee hereby grants to Licensor a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up license, with the right to sublicense, to use and commercialize any Licensee Improvements in all countries and regions of the world outside the Territory.

7.3 Prosecution and Maintenance of Licensed Patents. Licensee shall have the first right, but not the obligation, to manage and fund the prosecution and maintenance of the Licensed Patents within the countries of the Territory. Should Licensee elect not to prosecute or maintain a particular Licensed Patent in any country within the Territory, it shall provide Licensor with at least sixty (60) days' prior written notice, and Licensor shall thereafter have the right, at its sole discretion and expense, to assume control of such activities. If ownership of any Licensed Patent in the Territory changes (including to a Successor Licensor), the new owner shall honor any pending elections by Licensee under this Section 7.3 and shall reasonably cooperate to avoid loss of rights in the Territory. If Licensor or any Successor Licensor fails to prosecute or maintain a Licensed Patent in the Territory and does not cure within thirty (30) days after notice, Licensee may advance reasonable costs or appoint counsel for such activities in the Territory, with a dollar-for-dollar credit against any unpaid amounts due to Licensor (or reimbursement if none remain).

7.4 Enforcement Step-in. If Licensee does not take action to enforce Licensed IP against any material infringement in the Territory within sixty (60) days after notice from Fidelion, Fidelion may take such action in its own name and retain any recovery after deducting costs.

ARTICLE 8: WARRANTIES AND REPRESENTATIONS

8.1 Mutual Warranties. Each Party represents and warrants to the other Party that as of the Effective Date:

a) It is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation.

b) It has the full corporate power and authority to execute, deliver, and perform this Agreement.

c) The execution and performance of this Agreement have been duly authorized by all necessary corporate action and do not conflict with its corporate governing documents.

8.2 Licensor’s Warranties. Licensor represents and warrants to Licensee that as of the Effective Date:

a) It is the lawful owner of the Licensed IP with the full legal right and authority to grant the licenses set forth in this Agreement.

b) To its knowledge, the Licensed IP is not subject to any liens, encumbrances, or other third-party claims that would conflict with the rights granted to Licensee in the Territory.

c) To its knowledge, the use of the Licensed IP as contemplated in the documentation provided by Licensor does not infringe upon any valid third-party intellectual property rights.

8.3 Licensee’s Warranties. Licensee represents and warrants to Licensor that as of the Effective Date:

a) It will not use or exploit the Licensed IP, nor will it market or sell the Products, in any country or region outside the Territory without prior written consent from Licensor.

b) It will use commercially reasonable efforts to maintain the confidentiality of any non- public information disclosed by Licensor, subject to the terms of Article 10.

8.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 8, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY, OR NON-INFRINGEMENT. THE LICENSED IP IS PROVIDED “AS IS,” AND LICENSOR MAKES NO REPRESENTATION OR WARRANTY REGARDING THE COMMERCIAL SUCCESS OR PROFITABILITY OF THE PRODUCTS DEVELOPED OR SOLD BY LICENSEE.

ARTICLE 9: TERM AND TERMINATION

9.1 Term.

a) The term of this Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with this Article 9, shall continue in full force and effect as a fully paid- up, perpetual, and exclusive license within the Territory.

b) The existence, expiration, termination, or breach of any services or development agreement (including any “PSA” referenced in the Assignment Agreement) shall not, by itself, constitute a breach of this Agreement or provide grounds for termination hereunder.

c) Upon a Reversion Event, this Agreement shall remain in full force and effect and shall automatically continue with the Successor Licensor pursuant to Section 2.5, without any action required by Licensee and without any liability to Licensee for such ownership change.

9.2 Termination for Cause.

a) A Party (the “Non-Breaching Party”) may terminate this Agreement in its entirety in the event of a material breach of this Agreement by the other Party (the “Breaching Party”).

b) The Non-Breaching Party must provide the Breaching Party with written notice specifying the nature of the material breach. The Breaching Party shall have a period of sixty (60) days from the receipt of such notice (the “Cure Period”) to remedy the breach.

c) If the Breaching Party fails to cure the material breach within the Cure Period, the Non-Breaching Party may terminate this Agreement immediately by providing a final written notice of termination.

9.3 Licensor's Right of Repurchase.

a) Notwithstanding anything to the contrary herein, Licensor shall have the right, at its sole discretion and at any time during the Term, to terminate this Agreement by repurchasing the license and rights granted hereunder.

b) To exercise this right, Licensor must provide Licensee with at least one hundred and eighty (180) days' prior written notice. The repurchase price shall be the fair market value of the rights licensed hereunder at the time of repurchase (the “Repurchase Price”). For avoidance of doubt, the minimum price of repurchase should be $5,000,000 USD, less any balance outstanding to be paid between the two parties.

c) The Repurchase Price shall be determined by mutual agreement between the Parties, taking into account all relevant factors, including but not limited to the commercial progress, investments, and developments made by Licensee in the Territory.

d) If the Parties are unable to mutually agree on the Repurchase Price within sixty (60) days of the repurchase notice, the valuation shall be determined by a competent and independent third-party valuation expert mutually appointed by the Parties.

e) For purposes of determining Fair Market Value, the Parties shall each appoint an independent, internationally recognised valuation firm within fifteen (15) Business Days of the repurchase notice. If the valuations differ by more than 10%, the valuers shall jointly appoint a third valuer whose determination shall be final and binding. The Fair Market Value shall be the average of the two closest valuations. For avoidance of doubt, in the case of repurchase under Clause 9.5 (Change of Control of Licensee), the minimum price of USD 5,000,000 shall not apply.

9.4 Effect of Termination.

a) Upon any termination or expiration of this Agreement, all rights and licenses granted to Licensee under Article 2 shall immediately cease, and Licensee shall promptly discontinue all use of the Licensed IP.

b) Termination or expiration of this Agreement shall not relieve the Parties of any obligations that accrued prior to the effective date of termination.

c) The obligations under Article 10 (Confidentiality), as well as any other provisions that by their nature are intended to survive, shall survive the termination or expiration of this Agreement.

9.5 Change of Control of Licensee. Fidelion may terminate this Agreement with immediate effect by written notice to Licensee if Licensee undergoes a Change of Control, unless Fidelion has provided its prior written consent to such Change of Control. Upon such termination, Fidelion shall have the right, but not the obligation, to repurchase the rights granted under this Agreement at Fair Market Value determined as of the date immediately prior to the Change of Control, without application of the minimum price set forth in Clause 9.3.

9.6 Post-Termination Data Return. Upon termination or expiration of this Agreement, Licensee shall promptly return or destroy (at Fidelion’s option) all Confidential Information, SOPs, know-how, and technical materials of Fidelion, and certify such return or destruction in writing. Fidelion shall have the right to audit compliance with this provision.

ARTICLE 10: CONFIDENTIALITY

10.1 Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” means all non-public information, whether oral, written, or in any other form, disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), including but not limited to the terms of this Agreement, the Licensed Technology, business plans, financial information, and marketing strategies. Information shall not be considered Confidential Information to the extent that it:

a) is or becomes publicly known through no wrongful act of the Receiving Party;

b) was already in the possession of the Receiving Party before its disclosure hereunder, as evidenced by written records; or

c) is independently developed by the Receiving Party without reference to the Confidential Information, as evidenced by written records.

10.2 Obligation of Confidentiality. The Receiving Party agrees to maintain the Confidential Information of the Disclosing Party in strict confidence. The Receiving Party shall not use any Confidential Information for any purpose other than to perform its obligations or exercise its rights under this Agreement and shall not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted in Section 10.3.

10.3 Permitted Disclosures. The Receiving Party may disclose Confidential Information to:

a) Its employees, directors, and Affiliates who have a need to know such information for the purposes of this Agreement, provided that such persons are bound by confidentiality obligations at least as restrictive as those contained herein.

b) The extent required by applicable law, regulation, or a valid order of a court or other governmental body. In such case, the Receiving Party shall, if legally permissible, provide the Disclosing Party with prompt written notice to allow the Disclosing Party to seek a protective order.

10.4 Duration of Obligation. The confidentiality obligations hereunder shall survive for as long as the applicable Confidential Information remains a trade secret under applicable law.

ARTICLE 11: GOVERNING LAW AND DISPUTE RESOLUTION

11.1 Governing Law. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Republic of Singapore.

11.2 Dispute Resolution.

a) Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in Singapore.

b) The arbitration shall be administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference into this clause.

c) The seat of the arbitration shall be

Singapore.

d) The arbitral tribunal shall consist of one (1) arbitrator.

e) The language of the arbitration shall be English.

ARTICLE 12: MISCELLANEOUS

12.1 Notices. All notices and other communications required or permitted under this Agreement shall be in writing and delivered by hand, by reputable courier service, or by email with confirmation of receipt, to the addresses set forth below (or such other addresses as may be designated in writing):

If to Licensor:

Fidelion Diagnostics Pte. Ltd.

10 Anson Road, #13-09, International Plaza,

Singapore 079903 1

Attention: Ling Xiao

Email: notices@fideliondx.com

If to Licensee:

BioNexus Gene Lab Corp.

A-28-07 Menara UOA Bangsar,

No.5 Jalan Bangsar Utama 1,

Kuala Lumpur 59000, Malaysia

Attention: Chief Executive Officer

Email: notices@bionexusgenelab.com

12.2 Entire Agreement. This Agreement, including all Schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, communications, or agreements, whether oral or written.

12.3 Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both Parties.

12.4 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that no consent shall be required for (a) an assignment by Licensor to a Successor Licensor in connection with a change in ownership of the Licensed IP (including a Reversion Event), or (b) an assignment by either Party to an Affiliate in connection with an internal reorganization, in each case conditioned on the assignee’s written assumption of this Agreement.

12.5 Severability. If any provision of this Agreement is found to be invalid or unenforceable under applicable law, the remaining provisions shall remain in full force and effect. The Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the original intent of the Parties.

SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties have caused this Licensing Agreement to be executed by their duly authorized representatives as of the Effective Date.

LICENSOR

Fidelion Diagnostics Pte Ltd

By: /s/ Ling Xiao                                                                                

Name: Ling Xiao

Title: Director

LICENSEE

BioNexus Gene Lab Corp.

By: /s/ Set Fui Chong                                                                        

Name: Set Fui Chong

Title: Chief Financial Officer

SCHEDULE A – LICENSED PATENTS

This Schedule lists the core patents and patent applications under which rights are licensed to the Licensee for the Territory. The intellectual property rights listed below are those assigned to Licensor by Wuxi Tongshu Biotechnology Co., Limited.

Note: The license granted herein includes the right to use and rely upon all corresponding patent family members (e.g., PCT applications, foreign filings) of the above patents within the Territory.

SCHEDULE B – LICENSED TECHNOLOGY AND DOCUMENTATION

This Schedule sets forth the proprietary materials, know-how, documentation, and standard operating procedures (SOPs) included in the Licensed Technology.

1. Technical Protocols and SOPs

* cfDNA extraction protocol

* Plasma preparation protocol

* UMI-based library preparation protocol

* Primer design and batch QC documentation

* Enzyme activity assay protocols

* SOP for MASS-PCR (mutation-enriched qPCR assay)

2. Formulation Data and Specifications

* cfDNA extraction buffer formulation

* Wash buffer compositions

* Elution solution formulation

* PCR and reverse transcription mix formulation

* Material compatibility data and stability profiles

3. Manufacturing and Quality Control Documents

* Process flow diagrams for kit manufacturing

* QC test sheets for lot release

* Equipment calibration templates

* Labeling and packaging specifications

SCHEDULE C – LICENSED SOFTWARE

This Schedule identifies the software assets included in the Licensed Software used to support the VitaGuard System.

1. Software Purpose and Function

* Interpret results from ctDNA and MRD assays

* Support input from sequencing or qPCR platforms

* Generate standardized clinical and research reports

* Provide user interfaces for laboratory and physician use

2. Software Architecture and Components

SCHEDULE D – TERRITORY

Pursuant to Section 1.11 and Article 2 of this Agreement, the "Territory" for which the exclusive license is granted shall consist of the following countries, collectively referred to as Southeast Asia:

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

BioNexus Gene Lab Corp. (Nasdaq: BGLC) and Fidelion Diagnostics Execute Exclusive Southeast Asia License for VitaGuard™ MRD Platform as Part of Strategic Alliance with Tongshu Gene

Kuala Lumpur, Malaysia & Singapore – December 1, 2025 – BioNexus Gene Lab Corp. (“BGLC”) today announced that it has executed an Exclusive Intellectual Property License Agreement for Southeast Asia with Fidelion Diagnostics Pte. Ltd. (“Fidelion”) for the VitaGuard™ minimal residual disease (“MRD”) liquid biopsy platform.

The license is a key condition precedent to the closing of the previously announced Share Subscription and Shareholders’ Agreement among BGLC, Fidelion and Tongshu Gene, under which BGLC will become a strategic shareholder in Fidelion and, in return, Fidelion will hold a minority stake in BGLC.

Exclusive, Perpetual Rights in Southeast Asia

Under the license, Fidelion grants BGLC an exclusive, irrevocable, royalty‑free license to use, develop, manufacture, market, distribute and sell VitaGuard‑based products and services in Southeast Asia (the “Territory”).

The agreement grants BGLC comprehensive rights to manufacture, market, and distribute VitaGuard-based tests across Southeast Asia, as well as the authority to hold local regulatory approvals and sublicense to third-party partners.

As consideration, BGLC will pay Fidelion a US$2 million license fee, in 24 equal monthly instalments and commit to at least US$500,000 of VitaGuard reagent and system purchases in the first 24 months. Once the license fee is fully paid, the agreement becomes fully paid‑up and royalty‑free in the Territory, with no ongoing IP royalties or milestones on VitaGuard‑based sales.

The term is structured as a perpetual, exclusive license in Southeast Asia, designed to “run with” the VitaGuard IP in the Territory even if ownership of the underlying patents changes hands.

Turning a Strategic Framework into an Operating Business

The license agreement sits alongside the Share Subscription and Shareholders’ Agreement signed on November 12, 2025.  Execution of the Southeast Asia license is specifically referenced in that agreement as a condition to completion of the equity transaction.

Management Commentary

Sam Tan, Chief Executive Officer of BGLC, commented:

“We believe that this is where the strategic story turns into an operating business. With this license, BGLC secures exclusive, perpetual rights to an advanced MRD platform across all of Southeast Asia, as part of the broader equity alliance we’ve already announced with Fidelion and Tongshu. We see VitaGuard™ as a way to drive MRD testing into routine care by reducing cost and simplifying workflow.”

Dr. Yan Linghua, Director of Fidelion Diagnostics and CEO of Tongshu Gene, added:

“Tongshu developed the VitaGuard™ chemistry and software to be robust enough for real hospital labs. Partnering with Fidelion and granting BGLC an exclusive license for Southeast Asia completes a major piece of our tripartite partnership. We believe the combination of the technology, a focused commercialization vehicle in Fidelion, and a Nasdaq‑listed regional operator in BGLC is a powerful way to potentially build value as MRD becomes standard of care worldwide.”

Strong Market Tailwinds in Liquid Biopsy and MRD

The global liquid biopsy market is expected to grow from roughly US$13.3 billion in 2025 to more than US$22.88 billion by 2030, implying a high‑single‑ to low‑double‑digit compound annual growth rate as blood‑based testing expands from late‑stage cancer to screening, treatment selection, and surveillance.

Within that, minimal residual disease testing is one of the fastest‑growing segments. Independent analysts estimate the global MRD market at about US$1.4 billion in 2024, rising to roughly US$2.5 billion by 2029, representing a CAGR of over 12%, as MRD assays move from research and clinical trials into routine oncology practice.

Clinical data has been particularly strong in solid tumors: large prospective trials such as CIRCULATE‑Japan have shown that ctDNA‑based MRD status is a predictor of relapse and survival in colorectal cancer, and MRD‑guided treatment strategies are increasingly being incorporated into major academic studies and guideline discussions.

Commercially, leading MRD providers now process hundreds of thousands of oncology tests per year, with at least one major U.S. player reporting more than 500,000 oncology tests in 2024, underscoring how quickly MRD blood tests are being adopted in advanced markets.

Southeast Asia: Underpenetrated and Growing

Southeast Asia’s cancer burden is large and rising. WHO estimates roughly 2.3–2.4 million new cancer cases and 1.5 million cancer deaths in the broader Southeast Asia region in 2022, with total new cases projected to increase by around 80–85% by 2050 if current trends continue.

At the same time, the region remains underpenetrated in advanced molecular diagnostics, with limited MRD access outside a small number of top centers. The WHO’s regional cancer strategy emphasizes earlier diagnosis, better follow‑up and quality care, areas where liquid biopsy and MRD testing are increasingly seen as enabling technologies.

BGLC aims to position itself as a first mover in MRD for the region, building a recurring‑revenue platform with a global technology stack, and building out a top-tier lab network in a growing emerging market (South East Asia).

About BioNexus Gene Lab Corp.

BioNexus Gene Lab Corp. (Nasdaq: BGLC) is a precision diagnostics company focused on Southeast Asia. BGLC operates laboratories and partnerships across the region and is building a portfolio of advanced molecular and AI‑enabled tests to make next‑generation oncology diagnostics accessible, affordable and actionable.

About VitaGuard™

VitaGuard™ is a liquid biopsy platform based on circulating tumor DNA (ctDNA) for the detection and monitoring of minimal residual disease in oncology. The licensed package includes core patents (including multiplex PCR‑based ctDNA enrichment and target library construction), proprietary protocols and SOPs, and software for MRD analysis and report generation.

About Fidelion Diagnostics

Fidelion Diagnostics Pte. Ltd. is a Singapore‑based company formed to commercialize the VitaGuard™ MRD platform globally (outside the People’s Republic of China), working closely with Wuxi Tongshu Biotechnology Co., Limited (“Tongshu Gene”) as its primary R&D and manufacturing partner.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any securities of BioNexus Gene Lab Corp., nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by terminology such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “potential,” and similar expressions.

Forward-looking statements in this press release include, without limitation, statements regarding: (i) the performance of the Exclusive Intellectual Property License Agreement for Southeast Asia between BioNexus Gene Lab Corp. (“BGLC”) and Fidelion Diagnostics Pte. Ltd. (“Fidelion”) and the Share Subscription and Shareholders’ Agreement among BGLC, Fidelion and Tongshu Gene, and the completion of the related equity transactions; (ii) the ongoing implementation of the Southeast Asia license and related intellectual property arrangements; (iii) expected timelines for regulatory submissions and commercial rollout in Singapore, Malaysia, and other ASEAN markets; (iv) the potential operational, clinical, and economic benefits of the VitaGuard platform, including expanding access to the test; and (v) our expectations regarding manufacturing scale-up, market adoption, partnerships, and execution of our regional strategy.

These forward-looking statements are based on a number of assumptions, including that: (a) the parties  satisfy the remaining corporate, contractual, and regulatory conditions to completion of the equity transactions and implementation of the license on expected timelines; (b) counterparties perform their obligations under the  applicable agreements; (c) regulatory pathways and policies in relevant ASEAN jurisdictions remain conducive to review and clearance of the VitaGuard platform; (d) supply chain, quality, and manufacturing scale-up proceed as planned; and (e) market, reimbursement, and competitive conditions are generally consistent with current expectations.

Actual results could differ materially from those anticipated due to risks and uncertainties, including, among others: (i) failure to timely complete the equity transactions or fully implement the license on the expected terms, or to satisfy remaining conditions precedent; (ii) delays or negative determinations in regulatory submissions or approvals; (iii) challenges in transferring, protecting, or enforcing intellectual property, or in maintaining third-party rights; (iv) manufacturing, quality, or supply-chain constraints; (v) slower-than-expected clinical adoption, pricing, or reimbursement; (vi) dependence on counterparties and third-party service providers; (vii) competition and technological change; (viii) macroeconomic, geopolitical, or public-health developments; (ix) compliance with stock-exchange, securities, and other regulatory requirements; (x) risks related to governance, potential conflicts of interest, and related-person approvals, including with respect to any concurrent service by a Company executive at Fidelion and any inducement or incentive arrangements; (xi) any requirement to obtain shareholder approval under applicable stock-exchange rules; and (xii) other risks described under “Risk Factors” in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Except as required by law, BioNexus Gene Lab Corp. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor & Media Contacts

BGLC Investor Relations: ir@bionexusgenelab.com | www.bionexusgenelab.com

Fidelion Media: media@fideliondx.com | www.fideliondx.com

EXHIBIT 99.2

FOR IMMEDIATE RELEASE

BioNexus Gene Lab Corp. (Nasdaq: BGLC) Secures $500 Million Equity Facility From ARC Group International to Support Expansion of Precision Diagnostics, CDMO Operations, and Therapeutic Commercialization

December 2, 2025 – BioNexus Gene Lab Corp. (“BGLC” or the “Company”), an emerging provider of precision oncology diagnostics with expanding operations across Southeast Asia, today announced it has entered into a $500,000,000 Equity Purchase Agreement (the “Facility”) with ARC Group International Ltd. (“ARC”), a global investment bank and the parent of ARC Group Securities, a FINRA registered broker dealer. The Company believes this facility will provide it with long-term, discretionary access to capital to advance its strategic initiatives, including the commercialization of the VitaGuard™ minimal residual disease (MRD) platform, the addition of contract development and manufacturing organization (“CDMO”) services to its business regionally, and building the Company’s therapeutic development and commercialization programs.

Under the terms of the Agreement, BGLC, at its sole discretion, may issue and sell registered shares of its common stock to ARC over the commitment period of 36 months.  In consideration for ARC’s commitment, BGLC issued 175,000 shares of common stock as a one-time fee, priced at the closing price on Nov 26, 2025 - $4.32. ARC is prohibited from owning more than 9.99% of BGLC’s outstanding shares at any time and is restricted from short-selling or hedging the Company’s securities.  The Company will file a registration statement to register the resale of shares issued under the Facility, and no shares may be sold prior to registration.

The Facility complements BGLC’s previously announced $20 million At-The-Market program, enhancing the Company’s financial flexibility while preserving strategic control over the timing and scale of capital deployment.

“This commitment from ARC strengthens our capital position at a pivotal time for BGLC,” said Sam Tan, Chief Executive Officer of BioNexus Gene Lab Corp. “Following our recently executed exclusive licensing agreement for the VitaGuard MRD platform in Southeast Asia, and with the ongoing transformation of our business into a CDMO capable of supporting high-value bioprocessing and manufacturing, we are building a diversified biotechnology platform with multiple growth pathways.”

“Importantly, this Facility is entirely at our discretion and is intended to support milestone-driven initiatives rather than routine financing,” Tan added. “We intend to draw from this resource selectively and responsibly as we advance our diagnostics, CDMO, and therapeutic commercialization programs.”

Please refer to the Company’s Form 8-K filed on December 2, 2025 regarding this transaction for more pertinent details concerning the Facility.

Advancing Precision Oncology in Southeast Asia

On November 28, 2025,  BGLC executed a definitive licensing agreement with Fidelion Diagnostics Pte. Ltd. to commercialize the VitaGuard™ MRD assay, a next-generation liquid biopsy platform for early cancer detection, recurrence monitoring, and precision-treatment decision making. The ARC Facility enhances BGLC’s ability to support clinical adoption, regulatory pathways, and infrastructure development necessary to bring MRD testing to broader populations across Malaysia, Singapore, Indonesia, and Thailand.

Supporting BGLC’s CDMO Transformation

BGLC continues to expand its business to include contract development and manufacturing organization services, enabling the Company to participate in biologics production, assay manufacturing, and high-performance diagnostic supply chains. The Facility strengthens BGLC’s ability to invest in quality-systems upgrades, manufacturing capacity, technical capabilities, and strategic partnerships aligned with global CDMO standards.

Advancing Therapeutic Opportunities

The Company also continues to progress the strategic partnership initiative with BirchBioMed Inc., the subject of a recently announced non-binding term sheet, including regional regulatory planning for FS2, a topical therapeutic candidate targeting fibrosis, hypertrophic scarring, and skin regeneration. The Facility provides capital optionality to support clinical, regulatory, and commercial preparations as the term sheet potentially moves into a definitive partnership. For more information, visit www.birchbiomed.com.

About BioNexus Gene Lab Corp.

BioNexus Gene Lab Corp. (Nasdaq: BGLC) is an emerging provider of precision medical diagnostics solutions, expanding into contract development and manufacturing services. Through its subsidiaries, the Company is expanding its capabilities in oncology diagnostics, biologics development, specialty manufacturing, and integrated laboratory services across Southeast Asia. BioNexus Gene Lab Corp. is headquartered in Kuala Lumpur, Malaysia.

For more information, visit www.bionexusgenelab.com.

About ARC Group International Ltd.

ARC Group is a global investment bank, asset manager and management consultancy firm established in 2015. The firm specializes in capital markets, mergers & acquisitions, strategic advisory, and asset management, supporting clients through complex cross-border transactions and offering tailored financing solutions. ARC Group operates across twelve countries and three continents, providing expertise in sectors ranging from technology and digital assets to consumer goods and advanced industries. For more information, visit www.arc-group.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s growth strategy, expansion plans, expected use of proceeds, commercialization of the VitaGuard MRD platform, development of CDMO capabilities, therapeutic initiatives, and the anticipated benefits of the Equity Purchase Agreement and ATM program. Forward-looking statements are based on current expectations, estimates, forecasts, and projections and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the statements. These risks and uncertainties are described in the Company’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to update any forward-looking statements except as required by law.

Contact

Investor Relations

BioNexus Gene Lab Corp.

Email: ir@bionexusgenelab.com