Exchange. On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, the Company agrees to issue to the Holders the Shares in exchange for the Warrants held by the Holders as of the date hereof and as set forth in the Holders’ signature pages attached hereto. Subject to the conditions set forth below, the Exchange shall take place remotely on the second Trading Day (as defined below) after the date hereof, or at such other time and place as the Company and the Holders mutually agree (the “Closing” and the “Closing Date”). At the Closing, the following transactions shall occur (such transactions in this Section 1, the “Exchange”):

Exchange. Palogic hereby agrees to # transfer 100,000 shares of SOHOB, 85,000 shares of SOHOO and 35,000 shares of SOHON (the “Palogic Shares”) to the Company in exchange for 1,542,727 shares of Common Stock of the Company (the “Company Shares”), as determined in accordance with [Schedule A] attached hereto and incorporated herein by reference and # waive any and all rights it may have to receipt of declared and unpaid dividends and any accrued and unpaid dividends payable in respect of the Palogic Shares. The transfer of the Palogic Shares to the Company and the waiver of Palogic’s interest in the dividends and the issuance of the Company Shares to Palogic is referred to as the “Exchange” and such Exchange shall occur on the Closing Date (as defined herein), as set forth in [Section 2] of this Agreement. The parties agree and acknowledge that the foregoing economic terms of the Exchange were determined based upon arm’s-length negotiations, and that no additional consideration, financial or otherwise, is or will be provided by either party in consideration of the Exchange of the Palogic Shares and Company Shares described herein.

Exchange. Palogic hereby agrees to # 75,000 shares of SOHOO (the “Palogic Shares”) to the Company in exchange for 620,919 shares of Common Stock of the Company (the “Company Shares”), as determined in accordance with [Schedule A] attached hereto and incorporated herein by reference and # waive any and all rights it may have to receipt of declared and unpaid dividends and any accrued and unpaid dividends payable in respect of the Palogic Shares. The transfer of the Palogic Shares to the Company and the waiver of Palogic’s interest in the dividends and the issuance of the Company Shares to Palogic is referred to as the “Exchange” and such Exchange shall occur on the Closing Date (as defined herein), as set forth in [Section 2] of this Agreement. The parties agree and acknowledge that the foregoing economic terms of the Exchange were determined based upon arm’s-length negotiations, and that no additional consideration, financial or otherwise, is or will be provided by either party in consideration of the Exchange of the Palogic Shares and Company Shares described herein.

Exchange. Effective as of the date of the Uplisting (but immediately prior to the Uplisting), the Fund shall exchange all its Series C Shares and Series D Shares and the amounts owing under the October 7 Promissory Note for a number of Series E Shares equal to the applicable Series E Exchange Value. The Fund shall exchange the Series C Shares and the Series D Shares owned by it by surrendering to the Company such Series C Shares and Series D Shares (and the corresponding certificates, if any, evidencing the same) and by surrendering the October 7 Promissory Note (the “Holder Deliveries”). Upon such surrender, the Company shall issue to the Fund a number of Series E Shares equal to the Series E Exchange Value. In connection with such exchange, the Company and the Fund agree that the Fund shall execute the Series E SPA, as a purchaser thereunder, and that the Fund’s surrender of the Fund Deliveries shall constitute the Fund’s payment of its Subscription Amount (as defined in the Series E SPA) under the Series E SPA. Upon the Uplisting and issuance of the Series E Shares to the Fund, the Series C Shares, Series D Shares and the October 7 Promissory Note owned by the Fund shall be canceled on the

Exchange. As soon as reasonably practicable following receipt of evidence of delivery and surrender of the Exchanged Warrant in accordance with Section 1 hereof, the Company will cause the number of Exchange Shares to be issued to the Holder to be registered in the name of the Holder or its nominee, and electronically issued through the Deposits and Withdrawal at Custodian program at the Depository Trust Company (the “DTC”) to the Holder’s DTC participant account set forth on [Schedule I] hereto. The Holder shall surrender the Exchanged Warrant in accordance with Section 1 within 5 days of the date hereof. All Exchange Shares shall be deemed to have been validly issued, and any person so designated to be named therein shall be deemed to have become a holder of such Exchange Shares as of the close of business on the date of the delivery thereof. All Exchange Shares shall be issued without restrictive legends; in connection with which, the Holder shall provide satisfactory representation letters and other documentation as may reasonably be requested by counsel to the Company. Upon receipt by the Holder of the Exchange Shares, the Holder shall have no further rights under and hereby waives all claims in or with respect to the Exchanged Warrant and that certain Securities Purchase Agreement, dated as of October 20, 2022 (the “Purchase Agreement”), including, without limitation, any conversion or redemption rights or the right to receive any dividends that may have accrued on such Exchanged Warrant; provided, however, that the Holder will retain its indemnification right under [Section 4.8] of the Purchase Agreement. Upon receipt by the Company of the Exchanged Warrant, the Company shall have no further rights under and hereby waives all claims in or with respect to the Exchanged Warrant and the Purchase Agreement.

Exchange and Exchange Agreement. This Note (in the original principal amount of $10,340,000.00) and a related note (in the principal amount of $160,000.00) were issued pursuant to an exchange agreement between the Borrower and the original holder dated December 18, 2020 (the “Exchange Agreement”). This Note is being issued in partial replacement of the original $10.34 million Note following an assignment of a $1,000,000 portion by the original holder to the Holder on the date hereof.

Exchange Rate. The rate of exchange to be used in computing the amount of currency equivalent in Dollars owed under this Agreement shall be equal to the exchange rate between each currency of origin and Dollars as reported by Citibank, N.A., or an equivalent resource as agreed by the Parties, on the last Business Day of the Calendar Quarter in which the applicable Net Sales were made.

Foreign Exchange. If any currency conversion shall be required in connection with the calculation of amounts payable hereunder, such conversion shall be made using the exchange rates reported on the ​ prior the payment due date for the purchase and sale of U.S. dollars, as reported by the Wall Street Journal. With any payment in relation to which a currency conversion is performed to calculate the amount of payment due, iTeos shall provide to [[Adimab:Organization]] a true, accurate and complete copy of the exchange rates used in such calculation. Notwithstanding anything to the contrary contained herein, in the event that iTeos and/or any Affiliate enters into a Licensee Agreement for the sales or other commercial disposition of Optioned Antibodies or Programs, for which iTeos and/or its Affiliates will be compensated on a net sales basis, then the currency conversion methodology provided for in the Section 4.12 shall be substituted and replaced with the currency conversion methodology contained in such Licensee Agreement.

Currency Exchange. All payments to be made to Novo by TransTech shall be made by wire transfer of immediately available funds in United States Dollars, to a bank account designated by Novo able to receive United States Dollars. Royalty payments shall be converted to United States Dollars in accordance with the following: the rate of currency conversion shall be calculated using a simple average of mid-month and month-end rates as provided by Brown Brothers Harriman, 59 Wall Street, NY, NY 10005, for each relevant period or, if such rate is not available, the spot rate as published by The Wall Street Journal, Eastern Edition for such relevant period. The currency rates used shall be set forth in the report for that period provided by TransTech to Novo pursuant to [Section 4.3].

Atea and Roche shall exchange the information in relation to its activities under this Agreement through the JSC and the Subcommittees, and Atea and Roche may ask reasonable questions in relation to the above information and offer advice in relation thereto and each Party shall give due consideration to the other Party’s input. The JSC may determine other routes of information exchange.