Please see attached Clause Samples

Please see attached. Upon the closing of the transaction, the Directors plan to accelerate the vesting schedule of the outstanding options for 4,814,686 shares at a price of $.01 per share, under the 2020 Equity Incentive Plan. The vesting schedule of the other outstanding options is not being accelerated.

Please see attached. 71327212v15 This JOINDER AGREEMENT (this “Agreement”) is made and entered into as of November 10, 2021, between Exaktera, LLC, a Delaware corporation (the “Parent”), and ▇▇▇ ▇▇▇▇▇ (the “Indemnifying Equityholder”) of ProPhotonix Limited, a Delaware corporation (the “Company”). Capitalized terms used, but not otherwise defined, herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). Parent and the Indemnifying Equityholder are collectively referred to herein as the “Parties” and each a “Party”. If the terms of this Agreement conflict in any way with the provisions of the Merger Agreement, then the provisions of the Merger Agreement shall control.

Please see attached. Except as otherwise provided herein all terms and conditions of the agreement shall remain in full force and effect.

Please see attached. All manufacturing overheads, selling expenses, labeling and other costs are included in the prices set out, with the exception of sales tax (including VAT) and transfer costs, which the respective buyer shall bear. [***] US Provisional patent #61410609 filed 05-Nov-2010; US patent #5,527,770; US patent #5,681,923; US patent # 5,759,992; US patent # 5891,861: