Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On February 6, 2026 ("Effective Date"), the Company and an investor ("Investor") consummated Secured Pre-Paid Purchase #4 (the "Fourth Pre-Paid Purchase") under the previously disclosed equity purchase facility in the Company's Current Report on Form 8-K filed with the U.S. Securities Exchange Commission (the "SEC") on September 29, 2025, established pursuant to that certain Securities Purchase Agreement between the Company and the Investor dated September 23, 2025 ("Purchase Agreement"). The Fourth Pre-Paid Purchase has an original principal amount of $8,147,569.50 and an original issue discount ("OID") of $692,569.50. The purchase price of $7,455,000.00 (the "Purchase Price") was payable as follows: (a) $6,343,194.44 to a bank account at a certain bank, such bank account owned by the Company's newly formed wholly-owned subsidiary, ELAB Opportunity Holdings LLC, a Utah limited liability company ("ELAB Opportunity"), to be held pursuant to the terms of the Deposit Account Control Agreement between ELAB Opportunity, the Investor, and a certain bank dated February 6, 2026 ("DACA"); (b) $651,805.56 to Univest Securities LLC, placement agent of the Company; (c) $5,000 in legal fees to the Company's counsel; and (d) $455,000.00 to a bank account designated in writing by the Company.

Capitalized terms used but not defined herein are defined in the Fourth Pre-Paid Purchase, a form of which is filed with this Current Report on Form 8-K as Exhibit 10.1.

Pre-Paid Purchase #4

Subject to the terms and conditions of the Fourth Pre-Paid Purchase, at any time after the Effective Date, the Investor may, by providing written notice to the Company, require the Company to issue and sell Purchase Shares to the Investor, such Purchase Shares at the price equal to 88.00% multiplied by the lowest VWAP during the ten (10) Trading Day period preceding the applicable measurement date (such price, the "Fourth Pre-Paid Share Purchase Price"). The Purchase Amount shall not exceed the Outstanding Balance (as defined in the Fourth Pre-Paid Purchase). In addition, if the Fourth Pre-Paid Purchase Price is below $0.32, the Investor may elect to have the applicable Purchase Amount be paid in cash rather than shares purchased pursuant to the Fourth Pre-Paid Purchase. The Company may not effect any issuance of the Purchase Shares pursuant to the Fourth Pre-Paid Purchase to the extent that after giving effect to such issuance, the issuance would cause the Investor (together with its affiliates) to beneficially own a number of shares of Common Stock exceeding 9.99% of the number of shares of Common Stock outstanding on such date (the "Maximum Percentage"). The Maximum Percentage is enforceable, unconditional, and non-waivable and shall apply to all affiliates and assigns of the Investor.

Upon ten (10) Trading Days' prior written notice, the Company may prepay all or any portion of the Outstanding Balance, subject to certain conditions set forth in the Fourth Pre-Paid Purchase. If the Company exercises its right to prepay the Fourth Pre-Paid Purchase, the Company shall make payment to the Investor of an amount in cash equal to 120% multiplied by the portion of the outstanding balance of the Fourth Pre-Paid Purchase the Company elects to prepay.

Upon an Event of Default (as defined below), the Investor may accelerate the Fourth Pre-Paid Purchase by written notice to Company, with the outstanding balance on the Fourth Pre-Paid Purchase becoming immediately due and payable in cash. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (b) - (f) of the definition of Event of Default set forth below, an Event of Default will be deemed to have occurred and the outstanding balance as of the date of the occurrence of such Event of Default will become immediately and automatically due and payable in cash. At any time following the occurrence of any Event of Default, upon written notice given by the Investor to Company, the outstanding balance will automatically increase by fifteen percent (15.00%) and interest shall accrue on the outstanding balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of eighteen percent (18.00%) per annum or the maximum rate permitted under applicable law.