TaoWeave, Inc.

EX-99.1 · EXHIBIT 99.1 PRESS RELEASE

EX-99.1
 7
 ex_971838.htm
 EXHIBIT 99.1 PRESS RELEASE

 EXHIBIT 99.1

 TAOWEAVE EXPANDS INTO PHYSICAL AI WITH INVESTMENT IN MANAKO LABS AND NORTH AMERICAN COMMERCIALIZATION RIGHTS

 Establishes TaoWeave ’ s First Operating Investment, Combining Equity Ownership, Commercialization Rights and Revenue Participation

 DENVER, CO and LONDON, UK, June 1, 2026 — TaoWeave, Inc. (Nasdaq: TWAV) today announced its entry into the emerging Physical AI market through an investment in Manako Labs Ltd. and a preferred North American commercialization partnership.

 The transaction marks TaoWeave’s first operating investment in artificial intelligence and expands TaoWeave’s strategy beyond digital asset treasury activities into enterprise AI deployment, commercialization, and recurring operating revenue.

 Under the agreements, TaoWeave has invested $1 million in Manako and will earn revenue generated through licensing agreements.

 “Our experience in the Bittensor ecosystem has given us a unique perspective on where artificial intelligence is creating real world value”, said Pete Holst, Chief Executive Officer of TaoWeave. “Physical AI is one of the most compelling opportunities emerging in artificial intelligence. As we spent time with the Manako team, it became clear that they had built something special. The quality of the team, strength of the platform, and the size of the opportunity made this a natural partnership for TaoWeave.”

 As AI moves beyond digital workflows and into factories, warehouses, transportation networks, and other operational environments, organizations need systems that can build an accurate understanding of the physical world and translate that understanding into action.

 Most organizations already possess extensive camera infrastructure across their operations. Yet, the majority of data generated by those systems remains unused. Manako converts this data into actionable intelligence used to monitor activity, identify emerging issues, and automate operational workflows using hardware already deployed across customer facilities.

 Industry research estimates the Physical AI market was valued at approximately $82 billion in 2025 and could approach $1 trillion by 2033.

 “TaoWeave understood very early that the future of AI extends beyond software and into real-world businesses,” said Max Sebti, Chief Executive Officer of Manako Labs. “That’s why Physical AI is becoming such an important part of enterprise AI. TaoWeave is an ideal commercialization partner to accelerate our expansion in North America, the world’s largest market for AI adoption.”

 TaoWeave entered the Bittensor ecosystem to gain exposure to emerging AI technologies. The company subsequently identified a larger opportunity in owning, operating, and commercializing AI businesses. Manako operates Score (Subnet 44), one of the leading subnets within the Bittensor network. This investment marks TaoWeave’s first operating platform investment and the beginning of its expansion into AI commercialization.

 Manako recently won first place at Start In Block, the flagship startup competition held during Paris Blockchain Week, where it was selected from more than 1,000 applicants worldwide.

 In addition to commercialization rights and revenue participation, the agreement provides a pathway for TaoWeave to develop proprietary AI infrastructure within the broader Bittensor ecosystem. Together, these capabilities position the Company to participate in the creation, commercialization, and operation of Physical AI technologies as adoption accelerates across enterprise markets.

 ABOUT TAOWEAVE

 TaoWeave, Inc. (Nasdaq: TWAV) is building an artificial intelligence commercialization platform focused on identifying, investing in, and scaling emerging AI technologies. Through strategic investments, operating partnerships, and participation in the Bittensor ecosystem, TaoWeave seeks to accelerate adoption of next generation AI applications while creating long term shareholder value.

 About Manako Labs Ltd.

 Manako Labs is a Physical AI company building a Business World Model. The company’s platform transforms existing camera networks into a real-time understanding of operations. The platform enables organizations to detect issues, coordinate responses, and improve decision-making across industrial, logistics, retail, and infrastructure environments. Manako deploys on existing infrastructure and integrates with operational systems without requiring new hardware or specialist AI expertise.

 1

 Forward-Looking Statements and Risk Factors

 This press release and any oral statements made regarding the subject of this release contain forward-looking statements as defined under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities that TaoWeave assumes, plans, expects, believes, intends, projects, estimates, or anticipates (and other similar expressions) will, should, or may occur in the future are forward-looking statements. TaoWeave’s actual results may differ materially from its expectations, estimates, and projections, and consequently, you should not rely on these forward-looking statements as predictions of future events. Without limiting the generality of the foregoing, forward-looking statements contained in this press release include statements relating to TaoWeave’s commercialization partnership with Manako and anticipated revenue opportunities, customer adoption and the market opportunity of Physical AI technologies, and future development of proprietary AI infrastructure and participation in the Bittensor ecosystem. The forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties, including the volatility of market price for our securities, that may cause actual results in future periods to differ materially from such statements. Digital assets are highly volatile, and actual results may differ materially due to price fluctuations, regulatory changes, technological risks, or other factors described in the Company’s SEC filings. The Company’s concentration in TAO tokens represents significant market risk. A list and description of these and other risk factors can be found in the Company’s Annual Report on Form 10-K for the year ending December 31, 2025, the Company’s Form 10-Q filed on May 15, 2026, and in other filings made by the Company with the SEC from time to time. Any of these factors could cause TaoWeave’s actual results and plans to differ materially from those in the forward-looking statements. Therefore, the Company can give no assurance that its future results will be as estimated. The Company does not intend to, and disclaims any obligation to, correct, update, or revise any information contained herein.

 Investor Relations Contact

 David Clark

 investors@taoweave.com

 (213) 683-8863 ext. 5

 2

EX-4.1 · EXHIBIT 4.1 FROM OF WARRANT

EX-4.1
 2
 ex_971833.htm
 EXHIBIT 4.1 FROM OF WARRANT

 EXHIBIT 4.1

 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 COMMON STOCK PURCHASE WARRANT

 TAOWEAVE, INC.

 Warrant Shares: Initial Exercise Date:

 THIS COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, [ ]. or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “ Initial Exercise Date ”) and on or prior to 5:00 p.m. (New York City time) on [ ] (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from TaoWeave, Inc., a Delaware corporation (the “ Company ”), up to [ ] shares (as subject to adjustment hereunder, the “ Warrant Shares ”) of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

 Section 1 . Definitions . Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Technology License and Distribution Agreement (the “ Agreement ”), dated May 28, 2026, among the Company and Manako Labs Ltd and as set forth below.

 a)“ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

 b)“ Bid Price ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB Venture Market (“ OTCQB ”) or the OTCQX Best Market (“ OTCQX ”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (“ Pink Market ”) operated by the OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 c)“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 d)“ Commission ” means the United States Securities and Exchange Commission.

 e)“ Common Stock Equivalents ” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 f)“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 g)“ Subsidiaries ” means any Person in which the Company, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person.

 h)“ Trading Day ” means a day on which the principal Trading Market is open for trading.

 1

 i) Trading Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).

 j)“ Transfer Agent ” means Equiniti Trust, LLC, and any successor transfer agent of the Company.

 k)“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Market operated by the OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 Section 2 . Exercise .

 a) Exercise of Warrant . Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “ Notice of Exercise ”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein), in each case following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

 b) Exercise Price . The exercise price per share of Common Stock under this Warrant shall be $3.41, subject to adjustment hereunder (the “ Exercise Price ”).

 c) Cashless Exercise . If, following the date that is six (6) months after the Initial Exercise Date, at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the resale of the Warrant Shares by the Holder, and subject to the prior written consent of the Company, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

 (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“ Bloomberg ”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

 (B) = the Exercise Price of this Warrant, as adjusted hereunder; and

 (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

 If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c). For the avoidance of doubt, the Holder cannot cashless exercise pursuant to this Section 2(c) if at the time of exercise hereof there is an effective registration statement registering, or the prospectus contained therein is available for the resale of the Warrant Shares by the Holder.

 2

 d)

 Mechanics of Exercise .

 i. Delivery of Warrant Shares Upon Exercise . The Company shall cause the Warrant Shares acquired hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“ DWAC ”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate or a book-entry certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case after the delivery to the Company of the Notice of Exercise (such date, the “ Warrant Share Delivery Date ”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case after the delivery to the Company of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third (3 rd ) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “ Standard Settlement Period ” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

 ii. Delivery of New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

 iii. Rescission Rights . If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

 iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise . In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “ Buy-In ”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

 v. No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

 vi. Charges, Taxes and Expenses . Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided , however , that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

 vii. Closing of Books . The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

 3

 e)

 Holder ’ s Exercise Limitations . The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “ Attribution Parties ”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “ Beneficial Ownership Limitation ” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61 st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 Section 3 . Certain Adjustments .

 a) Stock Dividends and Splits . If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re‑classification.

 b) Subsequent Rights Offerings . In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “ Purchase Rights ”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights ( provided , however , that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 4

 c) Pro Rata Distributions . During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “ Distribution ”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution ( provided , however , that to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 d) Calculations . All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

 e) Notice to Holder .

 i. Adjustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

 ii. Notice to Allow Exercise by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

 Section 4 . Transfer of Warrant .

 a) Transferability . Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

 b) New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

 c) Warrant Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

 d) Representation by the Holder . The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

 5

 Section 5 . Miscellaneous .

 a) No Rights as Stockholder Until Exercise; No Settlement in Cash . This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

 b) Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

 c) Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.

 d) Authorized Shares .

 The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

 Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

 Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

 e) Jurisdiction . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Agreement.

 f) Restrictions . The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

 g) Nonwaiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant or the Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

 h) Notices . Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Agreement.

 i) Limitation of Liability . No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

 6

 j) Remedies . The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

 k) Successors and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

 l) Amendment . Other than Section 2(e) and this Section 5(l), which may not be modified, amended or waived, this Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder of this Warrant, on the other hand.

 m) Severability . Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

 n) Headings . The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

 ********************

 (Signature Page Follows)

 7

 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 TAOWEAVE, INC.

 By: __________________________________________

 Name: Pete Holst

 Title: CEO

 NOTICE OF EXERCISE

 TO: [_______________________

 (1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 (2) Payment shall take the form of (check applicable box):

 [ ] in lawful money of the United States; or

 [ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 (3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 _______________________________

 The Warrant Shares shall be delivered to the following DWAC Account Number:

 _______________________________

 _______________________________

 _______________________________

 (4) Accredited Investor . The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

 [SIGNATURE OF HOLDER]

 Name of Investing Entity: ________________________________________________________________________

 Signature of Authorized Signatory of Investing Entity : _________________________________________________

 Name of Authorized Signatory: ___________________________________________________________________

 Title of Authorized Signatory: ____________________________________________________________________

 Date: ________________________________________________________________________________________

 8

 EXHIBIT B

 ASSIGNMENT FORM

 (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)

 FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

 Name:

 (Please Print)

 Address:

 Phone Number:

 Email Address:

 (Please Print)

 ______________________________________

 ______________________________________

 Dated: _______________ __, ______

 Holder’s Signature:

 Holder’s Address:

 9

EX-10.1 · EXHIBIT 10.1 TECHNOLOGY LICENSE AND DISTRIBUTION AGREEMENT

EX-10.1
 3
 ex_971834.htm
 EXHIBIT 10.1 TECHNOLOGY LICENSE AND DISTRIBUTION AGREEMENT

 EXHIBIT 10.1

 Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “ [***]. ”

 TECHNOLOGY LICENSE AND DISTRIBUTION AGREEMENT

 This Technology License and Distribution Agreement (this “ Agreement ”) is entered into as of May 28, 2026 (the “ Effective Date ”), by and between Manako Labs Ltd , a company organized under the laws of England and Wales, with its principal place of business at [ADDRESS] (“ Manako ”), and TaoWeave, Inc. , a Delaware corporation, with its principal place of business at 110 16th Street, Suite 1400 #1024, Denver, CO 80202 (“ TaoWeave ”). Manako and TaoWeave are sometimes referred to herein individually as a " Party " and collectively as the “ Parties .”

 RECITALS

 WHEREAS , Manako has developed and owns the Score AI computer vision platform operating on Bittensor Subnet 44, including associated vertical domain models and related technology (collectively, the “ Platform ”);

 WHEREAS TaoWeave desires to enter into an integration partnership with Manako, combining Manako’s technology with TaoWeave’s North American enterprise relationships, commercial infrastructure, and public market credibility, through which Manako desires to grant TaoWeave certain rights to commercialize the Platform with enterprise customers in the Territory (as defined below), with the potential for joint product co-development;

 WHEREAS, concurrently with the execution of this Agreement, the Parties are entering into a Simple Agreement for Future Equity (the “SAFE”) pursuant to which TaoWeave is making an equity investment in Manako; and

 WHEREAS , the Parties desire to set forth the terms and conditions governing TaoWeave's rights and obligations as a distributor and sublicensor of the Platform.

 NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 ARTICLE 1. CONDITION TO EFFECTIVENESS

 This Agreement shall be binding on both Parties from the date of execution. The commercial obligations of the Parties, including TaoWeave’s obligations under Sections 3.1, 3.2, 3.4, 4.2, and 5.1 and Manako’s obligations under Sections 4.1 and 5.2, shall become operative on the date TaoWeave pays to Manako the full USD $1,000,000 investment amount under the SAFE (the “Commercial Commencement Date”). Prior to the Commercial Commencement Date, the following provisions shall remain operative and binding: Manako’s obligation to notify TaoWeave of Business Opportunities under Section 3.2 (with the twenty-one day election window tolled until the Commercial Commencement Date), Article 11 (Confidentiality), Section 12.11 (Public Announcements), and this provision. If the SAFE investment is not completed within forty-five (45) days of execution of this Agreement, either Party may terminate this Agreement upon written notice, provided that Article 11 and Section 12.11 shall survive any such termination for two (2) years.

 ARTICLE 2. DEFINITIONS

 2.1

 “Affiliate ”

 means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means the ownership of more than fifty percent (50%) of the voting securities or equivalent voting interests of such entity.

 (b) in the event of any subscription add-ons or upgrades by a customer during a calendar year, the revenue attributable to such customer during the calendar year shall be based on the annualized recuring revenue as of the earlier of: (i) date of notice of any such add-on or upgrade (provided that the implementation of any such add-on or upgrade is made within 120 days of any such notice therefore) invoicing for the add-ons or upgrades), or (ii) payment actually received by Manako for such add-on or upgrade prior to implementation, regardless of when implementation shall occur;

 (c) in the event of any subscription downgrades by a customer during a calendar year, the revenue attributable to such customer during the applicable calendar year shall be based on the annualized recurring revenue as of the date of notice of any such downgrade);

 (h) if the term of a subscription contract is less than 12 months, the revenue amount for such contract shall be grossed-up (annualized) to a 12-month period, provided that such subscription contract is effective at the end of an applicable calendar year;

 (i) if the term of a subscription contract is greater than 12 months, the revenue amount for such contract shall be pro-rated to a 12-month period; and

 2.2

 “Business Opportunities ”

 means any inquiry, lead, request for proposal, request for information, or other expression of interest regarding (a) the Platform or any substantially similar physical location intelligence or Vision Agent deployment technology or services offered by Manako, or (b) any application of Manako technology that uses, incorporates, or is derived from the Platform, in each case originating from any person or entity located in the Territory, whether solicited or unsolicited, and regardless of whether such opportunity is received directly by Manako or through any of its Affiliates, agents, or other distribution partners. For the avoidance of doubt, Business Opportunities do not include: (i) engagements relating solely to Score Subnet 44 protocol infrastructure or the Bittensor network that involve no application-layer component of the Platform and no Manako-branded product or service; (ii) custom computer vision consulting engagements that involve no Manako technology, no Manako intellectual property, and no Manako personnel; (iii) financing, investment, or fundraising activities; (iv) merger, acquisition, or strategic transaction discussions; or (v) non-Platform opportunities. Any engagement that uses, incorporates, or is derived from the Platform or any Manako intellectual property related to the Platform shall constitute a Business Opportunity regardless of how such engagement is characterized commercially.

 1

 2.3

 “Confidential Information ”

 means all non-public or proprietary information disclosed by one Party to the other Party in connection with this Agreement, whether disclosed orally, in writing, or by inspection, including without limitation technical data, trade secrets, know-how, research, product plans, products, services, customers, customer data, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, finances, or other business information. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully in the receiving Party's possession prior to disclosure; (c) is rightfully obtained by the receiving Party from a third party without restriction on disclosure; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

 2.4

 “Customer ”

 means any third-party end user that enters into a Customer Agreement with TaoWeave for access to and use of the Platform.

 2.5

 “Customer Agreement ”

 means a written agreement between TaoWeave and a Customer pursuant to which TaoWeave grants such Customer the right to access and use the Platform, subject to the terms and conditions of this Agreement.

 2.6

 “Customer Data ”

 means all data, content, and information submitted, uploaded, or otherwise provided by or on behalf of a Customer in connection with the Customer's use of the Platform.

 2.7

 “Documentation ”

 means Manako's standard user guides, technical manuals, and other documentation relating to the Platform, as updated by Manako from time to time.

 2.8

 “Intellectual Property Rights ” means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights, including all applications and registrations therefor.

 2.9

 “Manako IP ”

 means the Platform, the Documentation, the Manako Marks, and all Intellectual Property Rights therein, together with all improvements, modifications, enhancements, and derivative works thereof.

 2.10

 “Manako Marks ”

 means Manako's trademarks, service marks, trade names, logos, and other brand identifiers as Manako may designate from time to time for use in connection with the marketing and distribution of the Platform.

 2.11

 “Net Revenue ”

 means all gross revenue actually received by TaoWeave from Customers under Customer Agreements for access to and use of the Platform, less: (a) refunds and credits actually issued to Customers; (b) sales, use, excise, value-added, and similar taxes; and (c) third-party payment processing fees.

 2.12

 “License Term ”

 has the meaning set forth in Section 9.1.

 2.13

 “Platform ”

 means Manako's Score AI computer vision platform operating on Bittensor Subnet 44, including the Score AI engine, vertical domain models, application programming interfaces, and all related software, tools, and technologies, as updated by Manako from time to time.

 2.14

 “Revenue Share ”

 means twenty-five percent (25%) of Net Revenue, payable by TaoWeave to Manako as a technology license fee.

 2.15

 “Territory ”

 means the United States of America and Canada.

 ARTICLE 3. LICENSE GRANT

 3.1

 License to Platform .

 Manako hereby grants to TaoWeave a non-exclusive, non-transferable (except as set forth in Section 12.3), sublicensable license during the License Term to: (a) use, copy, and display the Platform and Documentation in the Territory solely for purposes of marketing, demonstrating, selling, and distributing the Platform to Customers; (b) permit Customers in the Territory to access and use the Platform pursuant to Customer Agreements; and (c) use the Manako Marks in the Territory in connection with the marketing and distribution of the Platform in accordance with Manako's trademark usage guidelines.

 2

 3.2

 Sublicensing Rights .

 TaoWeave shall have the right to sublicense access to and use of the Platform to Customers in the Territory pursuant to Customer Agreements, provided that: (a) each Customer Agreement shall contain terms and conditions that are at least as protective of Manako’s rights in the Manako IP as the terms set forth in this Agreement; (b) each Customer Agreement shall prohibit the Customer from further sublicensing, transferring, or assigning its rights to access or use the Platform; (c) each Customer Agreement shall include provisions granting Manako the right, as a third-party beneficiary, to enforce the terms of such Customer Agreement directly against the Customer; and (d) TaoWeave shall provide Manako with copies of the form Customer Agreement and any material modifications thereto upon Manako's reasonable request. Except as set forth in the following sentence, TaoWeave shall not be liable to Manako for any breach by a Customer of the applicable Customer Agreement, and Manako’s sole recourse for any such breach shall be directly against the Customer. TaoWeave shall be liable to Manako where the Customer breach results from: (i) TaoWeave’s failure to include in the Customer Agreement terms required under this Section 2.2; (ii) TaoWeave’s own misrepresentation or misconduct in the sales process; or (iii) TaoWeave’s knowing failure to enforce restrictions in the Customer Agreement after written notice from Manako of an ongoing breach.

 3.3

 Reservation of Rights .

 Except for the licenses expressly granted in this Article 2, Manako reserves all rights, title, and interest in and to the Manako IP. Nothing in this Agreement shall be construed to grant TaoWeave any rights in or to the Manako IP except as expressly set forth herein. TaoWeave acknowledges that the license granted hereunder is non-exclusive and that Manako retains the right to license and distribute the Platform to third parties, subject to the Right of First Participation set forth in Section 3.2.

 3.4

 Restrictions .

 TaoWeave shall not: (a) modify, adapt, alter, translate, or create derivative works of the Platform, except as expressly permitted by Manako in writing; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Platform, except to the extent expressly permitted by applicable law notwithstanding this restriction; (c) remove, alter, or obscure any proprietary notices on the Platform or Documentation; (d) use the Platform for any unlawful purpose or in violation of applicable law; (e) use the Platform outside the Territory; or (f) sublicense, sell, resell, transfer, assign, or otherwise dispose of the Platform except as expressly permitted under this Agreement.

 ARTICLE 4. DISTRIBUTION RIGHTS AND EXCLUSIVITY

 4.1

 Distribution Rights .

 During the License Term, TaoWeave shall have the right to market, promote, sell, and distribute the Platform to prospective Customers in the Territory. Manako acknowledges TaoWeave as its preferred commercialization partner for the Platform in the Territory for the duration of the Initial Term. During the Initial Term, Manako shall not grant any other party the right to distribute or sublicense the Platform in the Territory under arrangements that include any of the following characteristics without first offering TaoWeave a right of first refusal on such arrangement, exercisable within fifteen (15) business days of written notice from Manako: [***]. The preferred partner status shall automatically continue into each Renewal Term provided TaoWeave has met its minimum performance expectations under Section 3.4 for the immediately preceding term.

 4.2

 Right of First Participation; Business Opportunities .

 During the Initial Term, Manako shall refer to TaoWeave all Business Opportunities within five (5) business days of Manako's receipt of such Business Opportunity. TaoWeave shall have twenty-one (21) days following receipt of such referral to elect in writing whether to pursue such Business Opportunity. If TaoWeave elects to pursue the Business Opportunity, TaoWeave shall have the exclusive right to negotiate and enter into a Customer Agreement with such prospective customer, and Manako shall not pursue such Business Opportunity directly or through any other party during TaoWeave’s pursuit thereof. If TaoWeave declines or fails to respond within the twenty-one (21) day period, Manako shall be free to pursue such Business Opportunity directly or through other channels. Manako shall not solicit or accept orders for the Platform from prospective customers in the Territory during the twenty-one (21) day election period without TaoWeave's prior written consent.

 4.3

 Referral Fees .

 During the License Term, compensation between the Parties for Territory revenue shall be allocated as follows: (a) where TaoWeave enters into a Customer Agreement with a Territory customer, TaoWeave shall pay Manako the Revenue Share as set forth in Section 5.1; (b) where Manako enters into a customer agreement directly with a Territory customer and the opportunity (i) was sourced by TaoWeave, (ii) is an account previously identified and agreed in writing by the Parties as a TaoWeave named account, or (iii) was closed with the material involvement of TaoWeave, Manako shall pay TaoWeave a referral fee equal to [***] of the customer contract value; and (c) where Manako sources, leads, and closes a Territory opportunity directly without the material involvement of TaoWeave and such opportunity is not an existing Manako customer relationship, a pre-funding identified opportunity, an investor-introduced account, a strategic or acquirer discussion, or non-Platform work, Manako shall pay TaoWeave a market development fee equal to [***] of such customer contract value only, provided that TaoWeave has maintained an active Territory commercial program during the relevant period (meaning at least one documented customer outreach or pipeline development activity per calendar quarter). Referral fees and market development fees payable under this Section 3.3 shall be calculated and paid in accordance with Section 5.6.

 3

 4.4

 Commercially Reasonable Efforts .

 TaoWeave shall use commercially reasonable efforts to market, promote, and distribute the Platform to prospective Customers in the Territory. [***].

 ARTICLE 5. OBLIGATIONS OF THE PARTIES

 5.1

 Manako's Obligations .

 During the License Term, Manako shall:

 (a) Platform Availability . Make the Platform available to TaoWeave and Customers in accordance with the terms of this Agreement. The service level commitments in Exhibit A (Service Level Agreement) shall apply on a tiered basis: (i) prior to Beta release, Manako shall use commercially reasonable efforts to maintain Platform availability [***]; (ii) from Beta release through General Availability, the Beta service level commitments in Exhibit A shall apply, covering documented response time targets and escalation procedures [***]; and (iii) from General Availability onward, the full production service level commitments in Exhibit A shall apply [***].

 (b) Technical Support . Provide commercially reasonable second-level technical support to TaoWeave in connection with generally available Platform issues, including assistance with complex technical issues, bug fixes, and escalations that cannot be resolved by TaoWeave’s first-level support team. Manako’s support obligations are further described in Exhibit B (Support Services). Custom integrations, customer-specific development, bespoke model work, on-site support, material pre-sales support, and any work outside the agreed service levels in Exhibit A or the support scope in Exhibit B will be subject to mutual written agreement and additional fees.

 (c) Updates and Maintenance . Provide TaoWeave and Customers with all updates, upgrades, bug fixes, patches, and new releases of the Platform made generally available by Manako to its other licensees or customers at no additional charge.

 (d) Training . Provide TaoWeave's personnel with reasonable training on the Platform and Documentation at no additional charge, including initial onboarding training and ongoing training on material updates and new features.

 (e) Marketing Materials . Provide TaoWeave with marketing materials, sales collateral, and other promotional materials for use in marketing the Platform in the Territory.

 (f) Documentation . Provide TaoWeave with current Documentation and promptly notify TaoWeave of any material updates thereto.

 (g) Cooperation . Reasonably cooperate with TaoWeave in connection with TaoWeave's marketing and distribution of the Platform, including participating in sales calls and demonstrations upon TaoWeave's reasonable request.

 5.2

 TaoWeave's Obligations . During the License Term, TaoWeave shall:

 (a) Marketing and Promotion . Use commercially reasonable efforts to market, promote, and distribute the Platform to prospective Customers in the Territory.

 (b) First-Level Support . Provide first-level technical support to Customers, including initial triage, basic troubleshooting, and escalation of complex issues to Manako in accordance with the procedures set forth in Exhibit B.

 (c) Trademark Usage . Use the Manako Marks only in accordance with Manako's trademark usage guidelines.

 (d) Reporting . Provide Manako with quarterly reports summarizing TaoWeave's sales activities, pipeline, and Customer deployments in the Territory.

 (e) Registration Statement . Within 180 calendar days of the date of this Agreement, TaoWeave shall file a registration statement on Form S-3 or such other form available providing for the resale of the shares of shares of common stock, par value $0.0001 per share (“ TaoWeave Common Stock ”), of TaoWeave issued and issuable upon exercise of the Warrants (as defined herein). TaoWeave shall use commercially reasonable efforts to cause such registration statement to become effective as soon as practicable thereafter and to keep such registration statement effective at all times until no Warrants are outstanding or shares of TaoWeave Common Stock issuable upon exercise thereof are outstanding.

 (f) SEC Disclosure . The Parties acknowledge that Manako holds, or upon incorporation will hold, a minority equity interest in the Mettle Labs business as currently operated (the legal entity for which is expected to be incorporated in Mauritius as Mettle Labs CARD). Manako shall promptly notify TaoWeave in writing upon the incorporation of such entity, the finalization of its ownership structure, and the execution of any intellectual property licence or other material agreement between Manako and such entity. TaoWeave shall, to the extent required by applicable securities laws and regulations (including, as applicable, Item 404 of Regulation S-K), include appropriate disclosure regarding such relationship in its public filings with the U.S. Securities and Exchange Commission, and Manako shall reasonably cooperate with TaoWeave in connection with the preparation of any such disclosure.

 4

 5.3

 Joint Development .

 TaoWeave and Manako acknowledge a shared interest in the development of TaoWeave’s own subnet on the Bittensor network. Manako agrees to provide advisory support to TaoWeave in connection with the concept design, technical architecture, and activation of such subnet, leveraging Manako’s operating experience on Score Subnet 44. In consideration of such advisory support, TaoWeave shall issue warrants to Manako as follows. Tranche A — 100,000 warrants at an exercise price of USD $4.50 per share, issuable upon [***]. Tranche B — 100,000 warrants at an exercise price of USD $5.50 per share, issuable upon [***]. The Tranche A and Tranche B warrants shall each be subject to the lock-up, registration, and trading restriction terms set forth in Exhibit F and the form of warrant set forth in Exhibit C. The specific scope of Manako’s advisory obligations under this Section 5.3 shall be further defined in a separate Statement of Work to be agreed between the Parties prior to commencement of the relevant work. Neither Party shall be obligated to commence the work described in this Section 5.3 until such Statement of Work has been executed. For the avoidance of doubt, TaoWeave’s decision whether and when to develop its own subnet shall remain at TaoWeave’s sole discretion, and Manako shall have no claim to Tranche A or Tranche B warrants unless and until TaoWeave elects to proceed with such development and the applicable deliverable has been met.

 5.4

 The Parties intend to collaborate on joint product and technology development initiatives during the License Term, the specific scope of which shall be identified and agreed following execution of this Agreement. Intellectual property ownership, development responsibilities, and commercial rights arising from any such joint development shall be allocated by mutual written agreement in one or more separate development agreements. For the avoidance of doubt, any jointly developed intellectual property shall not include and shall not affect Manako’s pre-existing intellectual property, including the Manako IP.

 ARTICLE 6. COMPENSATION AND PAYMENT

 6.1

 Revenue Share .

 In consideration of the licenses and rights granted by Manako under this Agreement, TaoWeave shall pay Manako the Revenue Share equal to [***] of Net Revenue received by TaoWeave from Customers in the Territory. The Parties shall agree in writing prior to the Commercial Commencement Date on (a) a standard form Customer Agreement and (b) [***] (collectively, the “Standard Terms”). Any proposed Customer Agreement on the Standard Terms [***] may be executed by TaoWeave without further consent from Manako. Any proposed Customer Agreement that materially deviates from the Standard Terms [***] shall require Manako’s prior written approval, which Manako shall not unreasonably withhold, condition, or delay. Manako shall be deemed to have approved any such non-standard Customer Agreement if Manako does not provide written objection within five (5) business days of TaoWeave’s written request for approval, provided that such request must be (i) sent to one or more specifically named Manako contacts designated by Manako in writing for this purpose, (ii) accompanied by the full deal terms proposed for the Customer Agreement, and (iii) include explicit notice that the five (5) business day approval clock has commenced. [***].

 6.2

 Warrant Issuance .

 Upon the occurrence of the Commercial Commencement Date, TaoWeave shall issue to Manako warrants to purchase 100,000 shares of TaoWeave Common Stock (Nasdaq: TWAV) at an exercise price of USD $3.41 per share (the “Closing Warrants”). The Closing Warrants are issued in consideration of Manako granting TaoWeave the preferred commercialization partner status and the rights described in this Agreement. The Closing Warrants shall be subject to the lock-up, registration, and trading restriction terms set forth in Exhibit F (Lock-Up Agreement). The form of warrant instrument is set forth in Exhibit C (Form of Warrant).

 6.3

 Payment Terms .

 TaoWeave shall pay the Revenue Share to Manako within forty-five (45) days following the end of each calendar month in which TaoWeave receives payment from Customers. Each payment shall be accompanied by a report detailing the Net Revenue received during the applicable period and the calculation of the Revenue Share payable. TaoWeave shall issue the Closing Warrants under Section 5.2 upon the Commercial Commencement Date. TaoWeave shall issue the Tranche A and Tranche B warrants under Section 5.3 within fifteen (15) business days of the applicable deliverable being completed and confirmed in writing by TaoWeave. Each warrant issuance shall be in the form set forth in Exhibit C and shall be subject to the Lock-Up Agreement in the form set forth in Exhibit F, which shall provide: (i) an initial lock-up period of six (6) months following issuance or until effective registration of the underlying shares, whichever is later; (ii) for twenty-four (24) months following the initial lock-up period, post-lock-up trading restrictions including a daily volume cap of ten percent (10%) of average daily trading volume, a price floor of one hundred twenty percent (120%) of the relevant exercise price, three (3) trading days’ advance notice of sales, and customary blackout windows; (iii) following such twenty-four (24) month period, the volume cap, price floor, and notice requirements shall fall away; and (iv) carve-outs from the post-lock-up restrictions for (A) block trades to institutional investors through a registered broker-dealer, (B) private transfers to Manako affiliates bound by the same obligations, (C) transfers in connection with any merger, tender offer, or similar transaction involving TaoWeave as issuer, and (D) sales pursuant to a Rule 10b5-1 plan established outside a blackout period.

 6.4

 Taxes .

 All amounts payable under this Agreement are exclusive of any sales, use, value-added, withholding, or similar taxes. TaoWeave shall be responsible for all such taxes arising from payments made by Customers to TaoWeave. Manako shall be responsible for all income taxes arising from payments received by Manako under this Agreement.

 5

 6.5

 Audit Rights .

 TaoWeave shall have the right, upon at least forty-five (45) days’ prior written notice and no more than once per calendar year, to audit Manako’s books and records solely with respect to referral fees and market development fees payable under Section 3.3 for the twenty-four (24) month period immediately preceding the audit request. Any such audit shall be conducted during normal business hours by an independent certified public accountant selected by TaoWeave and reasonably acceptable to Manako, bound by confidentiality obligations no less protective than Article 11. The auditor shall report only whether the payments were accurate and the amount of any discrepancy. If any audit reveals an underpayment of more than [***], Manako shall bear the reasonable costs of such audit [***]; otherwise TaoWeave shall bear such costs. Any claim for underpayment must be made within thirty (30) days of audit completion or shall be deemed waived.

 Manako shall have the right, upon at least forty-five (45) days' prior written notice and no more than once per calendar year, to audit TaoWeave's books and records relating to Net Revenue and Revenue Share calculations for the twenty-four (24) month period immediately preceding the audit request. Any such audit shall be conducted during normal business hours at TaoWeave's principal place of business by an independent certified public accountant selected by Manako and reasonably acceptable to TaoWeave, which accountant shall be bound by confidentiality obligations no less protective than those set forth in Article 11. The auditor shall report to Manako only whether the Revenue Share payments were accurate and the amount of any discrepancy, without disclosing any other financial information of TaoWeave. If any audit reveals an underpayment of more than [***] for any audited period, TaoWeave shall bear the reasonable costs of such audit; otherwise, Manako shall bear such costs. Any claim for underpayment must be made within thirty (30) days following completion of the audit or such claim shall be deemed waived.

 6.6

 Referral Fee Payment .

 Manako shall pay referral fees and market development fees owed to TaoWeave under Section 3.3 within forty-five (45) days following the end of each calendar quarter in which the applicable Territory revenue was received by Manako, accompanied by a written report detailing such revenue, the calculation of fees payable, and the customer contracts from which such revenue was derived. Amounts not paid when due shall accrue interest at [***]. TaoWeave shall provide Manako with reciprocal quarterly reports summarizing Territory revenue received by TaoWeave under Customer Agreements during the same period, accompanied by the Revenue Share payment due under Section 5.1.

 ARTICLE 7. INTELLECTUAL PROPERTY

 7.1

 Ownership of Manako IP .

 As between the Parties, Manako shall own and retain all right, title, and interest in and to the Manako IP, including all Intellectual Property Rights therein. TaoWeave acknowledges that the Manako IP constitutes valuable trade secrets and proprietary information of Manako.

 7.2

 Customer Data .

 Manako may access and use Customer Data solely to the extent necessary to provide the Platform and related services as set forth in the applicable Customer Agreement. Notwithstanding the foregoing, Manako may use anonymized and aggregated Customer Data derived from Territory deployments for the purpose of improving, training, and developing the Platform, provided that: (i) such use does not permit identification of individual Customers or their specific Customer Data; (ii) Manako implements appropriate technical measures to ensure anonymization before use; and (iii) TaoWeave shall include appropriate disclosure in each Customer Agreement notifying Customers that anonymized and aggregated data from their use of the Platform may be used by Manako for platform improvement purposes.

 7.3

 Data Protection .

 In connection with its access to and processing of Customer Data, Manako shall: (a) comply with all applicable data protection and privacy laws and regulations, including without limitation the General Data Protection Regulation (EU) 2016/679 (“ GDPR ”), the California Consumer Privacy Act (“ CCPA ”), and any other applicable data protection laws in the Territory (collectively, “ Data Protection Laws ”); (b) implement and maintain appropriate technical and organizational measures to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction, including industry-standard encryption, access controls, and security monitoring; and (c) enter into any data processing agreements or addenda reasonably to comply with applicable Data Protection Laws.

 7.4

 Feedback .

 If TaoWeave or any Customer provides Manako with any suggestions, ideas, enhancement requests, feedback, or other recommendations regarding the Platform (“Feedback”), Manako shall be free to use such Feedback for any purpose without obligation or compensation to TaoWeave or such Customer. TaoWeave hereby assigns to Manako all right, title, and interest in and to any Feedback provided by TaoWeave.

 7.5

 TaoWeave Materials .

 As between the Parties, TaoWeave shall own all right, title, and interest in and to any materials, content, or works of authorship created by TaoWeave in connection with its marketing and distribution activities under this Agreement, excluding any Manako IP incorporated therein (“ TaoWeave Materials ”). TaoWeave hereby grants Manako a non-exclusive, royalty-free, worldwide license during the License Term to use, copy, and display TaoWeave Materials solely for Manako's internal business purposes and marketing activities related to the Platform. Upon expiration or termination of this Agreement, the license granted in this Section 6.5 shall automatically terminate, and Manako shall cease all use of TaoWeave Materials.

 6

 ARTICLE 8. REPRESENTATIONS AND WARRANTIES

 8.1

 Mutual Representations and Warranties .

 Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has all necessary power and authority to enter into this Agreement and perform its obligations hereunder; (c) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or other action; and (d) this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms.

 8.2

 Manako's Representations and Warranties .

 Manako represents and warrants to TaoWeave that:

 (a) Ownership. Manako owns, or has the valid right to license, the application-layer components of the Manako IP and the AI models built directly by Manako Labs Ltd or its employees and contractors, and has the full right, power, and authority to grant the licenses and rights granted to TaoWeave under this Agreement with respect to such components. With respect to functionality of the Platform that operates on Bittensor Subnet 44 and that is generated by independent miners or validators participating in the Bittensor decentralized network, Manako represents and warrants, to its knowledge, that such functionality does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party.

 (b) Platform Functionality. The Platform will perform substantially in accordance with the Documentation during the License Term.

 (c) No Viruses. The Platform will not contain any viruses, worms, Trojan horses, or other malicious code designed to disrupt, disable, or harm the operation of any software or hardware.

 (d) Compliance with Laws. Manako will comply with all applicable laws and regulations in performing its obligations under this Agreement.

 8.3

 TaoWeave's Representations and Warranties .

 TaoWeave represents and warrants to Manako that TaoWeave will comply with all applicable laws and regulations in performing its obligations under this Agreement.

 8.4

 Disclaimer .

 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS Article 7, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. MANAKO DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

 ARTICLE 9. INDEMNIFICATION

 9.1

 Indemnification by Manako .

 Manako shall defend, indemnify, and hold harmless TaoWeave and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, “ TaoWeave Indemnitees ”), from and against any and all claims, demands, actions, suits, or proceedings brought by a third party (each, a “ Claim ”) arising out of or relating to any allegation that the Platform or any Manako IP infringes, misappropriates, or otherwise violates any Intellectual Property Rights of a third party. Manako shall pay all damages, costs, and expenses (including reasonable attorneys' fees) finally awarded against TaoWeave Indemnitees or agreed to in settlement by Manako in connection with any such Claim, provided that Manako’s aggregate liability under this Section 8.1 shall not exceed two (2) times the aggregate amounts paid or payable by TaoWeave to Manako under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the Claim.

 9.2

 Indemnification by TaoWeave .

 TaoWeave shall defend, indemnify, and hold harmless Manako and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, “Manako Indemnitees”), from and against any and all Claims arising out of or relating to: (a) TaoWeave’s marketing, sales, distribution, or sublicensing activities under this Agreement; (b) the Customer Agreements or TaoWeave’s performance thereunder; (c) TaoWeave’s regulatory filings or public disclosures regarding the relationship between the Parties or the Platform; (d) TaoWeave’s unauthorized use or misuse of the Platform; or (e) TaoWeave’s breach of this Agreement, in each case excluding any Claim for which Manako is required to indemnify TaoWeave under Section 8.1. TaoWeave shall pay all damages, costs, and expenses (including reasonable attorneys’ fees) finally awarded against Manako Indemnitees or agreed to in settlement by TaoWeave in connection with any such Claim, provided that TaoWeave’s aggregate liability under this Section 8.2 shall not exceed two (2) times the aggregate amounts paid or payable by TaoWeave to Manako under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the Claim.

 9.3

 Indemnification Procedures .

 The Party seeking indemnification under this Article 8 (the “Indemnified Party”) shall: (a) promptly notify the other Party (the “Indemnifying Party”) in writing of any Claim for which indemnification is sought, provided that failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced thereby; (b) grant the Indemnifying Party sole control of the defense and settlement of such Claim, provided that the Indemnifying Party shall not settle any Claim in a manner that imposes any obligation on, or admits any fault or liability of, the Indemnified Party without the Indemnified Party’s prior written consent; and (c) provide reasonable cooperation to the Indemnifying Party in connection with the defense and settlement of such Claim, at the Indemnifying Party’s expense.

 7

 ARTICLE 10. TERM AND TERMINATION

 10.1

 License Term .

 This Agreement shall commence on the Effective Date and shall continue for an initial period of one year (the “ Initial Term ”). Thereafter, this Agreement shall automatically renew for successive twelve (12) month periods (each, a “ Renewal Term ”) unless either Party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term. The Initial Term and any Renewal Terms are collectively referred to as the “ License Term .”

 10.2

 Termination for Cause .

 Either Party may terminate this Agreement upon written notice to the other Party if: (a) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy, receivership, or similar proceeding.

 10.3

 Termination for Convenience .

 Either Party may terminate this Agreement for convenience upon ninety (90) days’ prior written notice to the other Party. Notwithstanding any termination of this Agreement under this Section 9.3, the following shall not be affected by such termination and shall continue in accordance with their respective terms: (i) all existing Customer Agreements during the applicable continuation period set forth in Section 9.4.2; (ii) all accrued payment rights of either Party as of the effective date of termination; and (iii) the confidentiality and intellectual property protections set forth in Articles 6 and 11 and the related survival provisions in Section 9.7.

 10.4

 Effect of Termination .

 (a) Accrued Obligations . Termination or expiration of this Agreement shall not relieve either Party of any obligations accrued prior to the effective date of termination, including without limitation any payment obligations.

 (b) Continuation of Customer Agreements; Limited License . Notwithstanding any expiration or termination of this Agreement, TaoWeave shall have the right to continue performing its obligations under all Customer Agreements in effect as of the date of such expiration or termination through the full remaining term of each such Customer Agreement, including any renewal terms exercised by the Customer. Manako hereby grants TaoWeave a limited, non-exclusive, royalty-bearing license to use the Platform solely for the purpose of fulfilling TaoWeave's obligations under such existing Customer Agreements during the remaining term thereof (the “ Continuation License ”). TaoWeave shall continue to pay the Revenue Share to Manako with respect to all Net Revenue received under such Customer Agreements during the Continuation License period. The Continuation License shall terminate upon the earlier of (i) the expiration or termination of the last remaining Customer Agreement, or (ii) the date that is twenty-four (24) months following the effective date of termination of this Agreement, provided that TaoWeave may continue to fulfill in-flight obligations under existing Customer Agreements through their then-current term, but shall not enter into any renewal or extension of any Customer Agreement after such twenty-four (24) month date.

 (c) Transition Period . In addition to the Continuation License, upon expiration or termination of this Agreement for any reason, TaoWeave shall have a transition period of twelve (12) months (the “ Transition Period ”) during which TaoWeave may offer Customers the opportunity to renew or extend their Customer Agreements with TaoWeave (subject to the Continuation License), transition their Customer Agreements to direct agreements with Manako, or transition to alternative platforms. Manako shall reasonably cooperate with any such transition at TaoWeave's request.

 (d) Return of Materials . Upon expiration of the Transition Period and the Continuation License (whichever is later), each Party shall return or destroy all Confidential Information of the other Party in its possession or control, except as required to comply with applicable law or as necessary to perform any surviving obligations.

 10.5

 Post-Termination Distribution Rights .

 Upon expiration of the then-current License Term or earlier termination of this Agreement (other than termination by Manako for cause), TaoWeave's distribution rights under Section 3.2 shall terminate, and TaoWeave shall instead have a right of first refusal on new Business Opportunities in the Territory for a period determined as follows based on TaoWeave-sourced opportunities, mutually named accounts, and accounts in TaoWeave’s active documented pipeline as of the termination date: (i) if cumulative Net Revenue received by TaoWeave from Territory Customer Agreements during the full License Term equals or exceeds [***]; or (ii) if such cumulative Net Revenue is less than [***]. The threshold shall be measured over the full License Term. TaoWeave shall maintain a running named account and active pipeline list, updated quarterly and provided to Manako, with Manako confirming or raising objections within fifteen (15) business days of receipt. The post-termination right of first refusal applies to any account on that list as of the termination date plus any account where TaoWeave has documented engagement within the six (6) months preceding termination. The post-termination right of first refusal shall be renewable by mutual written agreement. The post-termination right of first refusal operates as follows: (a) Manako shall notify TaoWeave in writing of any new Business Opportunity within ten (10) business days of receipt, including a description of the opportunity, the prospective customer’s identity, and any material proposed terms; (b) TaoWeave shall have fifteen (15) business days to elect in writing to pursue the opportunity (the “ Election Period ”), during which Manako and its Affiliates, agents, and other distribution partners shall not pursue the opportunity; (c) if TaoWeave elects to pursue, TaoWeave shall have the exclusive right to negotiate and submit a proposal for forty-five (45) days following its election notice (the “ Exclusive Negotiation Period ”), during which Manako and its Affiliates, agents, and other distribution partners shall not pursue the opportunity; (d) if TaoWeave has not entered into a binding Customer Agreement by expiration of the Exclusive Negotiation Period, Manako may pursue the opportunity, provided that Manako shall not enter into any agreement on terms materially more favorable than TaoWeave’s last offer without first giving TaoWeave ten (10) business days to match; and (e) if TaoWeave declines or fails to respond within the Election Period, Manako may pursue the opportunity without further obligation to TaoWeave.

 8

 10.6

 Subnet Disruption .

 (a)

 (a) The Parties acknowledge that the Platform operates on Bittensor Subnet 44 and that the continued availability and functionality of the Platform depends on the continued operation of such subnet. A “ Subnet Disruption Event ” means any of the following: (i) the suspension, termination, or material reduction of emissions to Subnet 44 by the Bittensor network or its governance mechanisms; (ii) a protocol-level governance action that causes Subnet 44 to cease functioning or to function in a materially degraded manner; (iii) the deregistration, deprecation, or forced migration of Subnet 44; or (iv) any material disruption, suspension, termination, or amendment of the operating arrangements between Manako Labs Ltd, Score Dubai, the Vision Research Foundation, or any other affiliated entity that operates, supports, or otherwise enables the functioning of Subnet 44, in each case to the extent such disruption materially affects the availability or functionality of the Platform.

 (b) Upon the occurrence of a Subnet Disruption Event, Manako shall promptly notify TaoWeave in writing (and in no event later than forty-eight (48) hours after becoming aware of such event), describing the nature and expected duration of the disruption to the extent known. During the pendency of any Subnet Disruption Event: (i) Manako’s obligations to make the Platform available under Section 4.1(a) and the service levels in Exhibit A shall be suspended to the extent performance is prevented by the Subnet Disruption Event; (ii) TaoWeave’s obligation to pay the Revenue Share shall be suspended with respect to any period during which the Platform is unavailable to Customers due to the Subnet Disruption Event; and (iii) any time periods or deadlines under this Agreement that are affected by the Subnet Disruption Event shall be tolled for the duration of the disruption.

 (c) Notwithstanding the foregoing, Manako shall also have the right to proactively migrate the Platform to successor or alternative infrastructure in the absence of a Subnet Disruption Event where it reasonably determines such migration is commercially or technically preferable, subject to the following conditions: (a) Manako shall provide TaoWeave not less than sixty (60) days prior written notice, including a description of the proposed migration, its expected impact on Territory customer experience, and confirmation that the migrated Platform will continue to meet the applicable Exhibit A service levels then in effect using commercially reasonable efforts; (b) TaoWeave shall have thirty (30) days following receipt of such notice to raise material concerns in good faith, which Manako shall consider in good faith before proceeding; (c) any proactive migration shall not alter the TAO emissions economics underpinning the Platform’s commercial model without good faith consultation with TaoWeave; and (d) if within twelve (12) months of a proactive migration the Platform fails to meet the commercially reasonable service level standards that applied immediately prior to such migration for existing Territory customers, TaoWeave shall have the right to terminate this Agreement on thirty (30) days written notice without the ninety (90) day convenience notice period otherwise required. During any Subnet Disruption Event, Manako shall use commercially reasonable efforts to: (i) restore Platform functionality, including by migrating the Platform to an alternative subnet or infrastructure if technically and commercially feasible; (ii) provide TaoWeave with regular status updates no less frequently than weekly, and shall additionally notify TaoWeave immediately upon any material change in the nature, scope, or expected duration of the disruption occurring between such weekly updates; and (iii) cooperate with TaoWeave to minimize disruption to Customers, including by supporting Customer communications and, where applicable, issuing service credits or other remedies to Customers.

 (d) If a Subnet Disruption Event continues for more than twenty (20) consecutive days, TaoWeave may terminate this Agreement immediately upon prior written notice to Manako, provided that such termination right shall expire if the Subnet Disruption Event is cured prior to the effective date of termination. Upon any such termination: (i) TaoWeave shall be entitled to a pro rata refund of any prepaid fees covering periods after the effective date of termination; and (ii) the provisions of Section 9.4 (Effect of Termination) shall apply, except that the Continuation License shall be conditioned on Manako’s ability to restore Platform functionality.

 10.7

 Survival .

 The following provisions shall survive expiration or termination of this Agreement: Section 5.3 (Taxes), Section 5.5 (Audit Rights), Section 5.6 (Referral Fee Payment) with respect to amounts accrued prior to termination, Section 6.1 (Ownership of Manako IP), Section 6.2 (Customer Data), Section 6.4 (Feedback), Section 6.5 (TaoWeave Materials), Article 7 (Representations and Warranties) with respect to breaches prior to termination, Article 8 (Indemnification), Article 9.4 (Effect of Termination), Section 9.5 (Post-Termination Distribution Rights), Article 10 (Limitation of Liability), Article 11 (Confidentiality), and Article 12 (General Provisions). Expiration or termination shall not relieve either Party of any obligation that accrued prior to the effective date of such expiration or termination.

 ARTICLE 11. LIMITATION OF LIABILITY

 11.1

 Exclusion of Consequential Damages .

 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF REVENUE, OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 8 AND BREACHES OF ARTICLE 11, THE FOREGOING EXCLUSION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

 11.2

 Cap on Liability .

 EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 8 AND BREACHES OF ARTICLE 11 (CONFIDENTIALITY), PAYMENT OBLIGATIONS, CONFIDENTIALITY BREACHES INVOLVING TRADE SECRETS, WILFUL OR DELIBERATE BREACH OF LICENCE RESTRICTIONS, WILFUL OR DELIBERATE UNAUTHORISED USE OF MANAKO IP, DATA PROTECTION BREACHES, FRAUD OR WILFUL MISCONDUCT, AND EQUITABLE RELIEF, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY TAOWEAVE TO MANAKO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. ON THE TAOWEAVE REGULATORY FILING CARVE-OUT, MANAKO SHALL INDEMNIFY TAOWEAVE FOR ANY REGULATORY FILING EXPOSURE CAUSED BY MANAKO PROVIDING INACCURATE WRITTEN INFORMATION CONFIRMED BY MANAKO IN WRITING FOR INCLUSION IN TAOWEAVE’S SEC FILINGS, AND MANAKO SHALL COOPERATE REASONABLY WITH TAOWEAVE IN REVIEWING THE ACCURACY OF ANY SUCH DISCLOSURE.

 9

 11.3

 Essential Basis .

 THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS ARTICLE 10 REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. IN THE ABSENCE OF SUCH LIMITATIONS, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

 ARTICLE 12. CONFIDENTIALITY

 12.1

 Confidentiality Obligations .

 Each Party agrees: (a) to maintain the Confidential Information of the other Party in strict confidence; (b) not to disclose such Confidential Information to any third party except as expressly permitted under this Agreement; and (c) not to use such Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement. Each Party may disclose the other Party's Confidential Information to its employees, contractors, and agents who have a need to know such information and who are bound by confidentiality obligations at least as protective as those set forth herein.

 12.2

 Required Disclosures .

 A Party may disclose Confidential Information of the other Party to the extent required by applicable law, regulation, or court order, provided that such Party: (a) gives the other Party prompt written notice of such requirement (to the extent legally permitted); (b) cooperates with the other Party's efforts to obtain a protective order or other appropriate remedy; and (c) discloses only such Confidential Information as is legally required.

 12.3

 Term of Confidentiality .

 The obligations of confidentiality in this Article 11 shall survive as follows: (a) with respect to trade secrets and core technical information, including Platform architecture, source code, AI model specifications, and training methodologies, the obligations shall survive indefinitely for so long as such information remains non-public; and (b) with respect to all other Confidential Information, including commercial terms, pricing, customer information, business strategy, and financial information, the obligations shall survive for five (5) years following termination or expiration of this Agreement.

 ARTICLE 13. GENERAL PROVISIONS

 13.1

 Governing Law .

 (a) This Agreement is governed by, and shall be construed and enforced under, the laws of the State of New York applicable to contracts made and to be performed wholly within such State, without regard to any choice or conflict of laws rules. Each Party irrevocably waives, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the ground of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction or order for specific performance or recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which its revenues or assets might otherwise be entitled to in any proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any proceedings.

 13.2

 Dispute Resolution .

 If a dispute arises out of or relates to this Agreement, or the breach thereof, and if said dispute cannot be settled through negotiation it shall be finally resolved by arbitration administered in the County of Manhattan, State of New York by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, or such other applicable arbitration body as required by law or regulation, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. The arbitration shall be conducted by one arbitrator that the Parties will seek to agree upon within fourteen (14) calendar days from the request for arbitration, and if no such agreement is reached, the arbitrator shall be appointed pursuant to AAA rules concerning the selection of arbitrators. The arbitration proceedings shall be confidential. Any interim or provisional relief that would be available from a court of law shall be available in accordance with the Commercial Arbitration Rules, but nothing in this provision shall prevent any Party from obtaining preliminary injunctive relief in a court of competent jurisdiction if necessary to prevent irreparable harm pending the conclusion of any arbitration. The proceedings conducted pursuant to this Section shall be held in confidence by the AAA, the arbitrator and the Parties to the arbitration and their respective affiliates, and all information relating to or disclosed by any Party in connection with the arbitration of any dispute relating hereto shall be treated by the Parties, their affiliates and the arbitrator as confidential business information; accordingly, no disclosure of such information shall be made by any Party, their affiliates or the arbitrator without the prior written consent of the Party furnishing such information in connection with the arbitration proceeding, except as is required by applicable law or to enforce any award rendered in the arbitration. An arbitration award may be confirmed in any jurisdiction in which a Party is subject to personal jurisdiction or otherwise possesses assets. Each Party shall pay its own expenses in the arbitration including its share of the forum fees and arbitrator fees, subject to later reapportionment by the arbitrator in the final award should the arbitrator so choose. Any judgment upon the award rendered by the arbitrator may be entered in any U.S. court having jurisdiction and enforced in any U.S. court or other jurisdiction in which a Party holds assets. If any proceeding is brought for the enforcement of this Agreement, then the successful or prevailing Party shall be entitled to recover attorneys’ fees and other costs incurred in such proceeding in addition to any other relief to which it may be entitled. The Parties agree that any award rendered in connection with any arbitration arising out of or relating to this Agreement shall be final and binding upon the Parties. Each Party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any right it may have to appeal, review, or seek recourse to any court or other authority with respect to such award, and undertakes not to challenge or otherwise contest the validity or enforceability of the award in any forum.

 10

 13.3

 Assignment .

 Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent: (a) to an Affiliate; or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of such Party's assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement. Any attempted assignment in violation of this Section 12.3 shall be null and void.

 13.4

 Notices .

 All notices and other communications under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) one (1) business day after being sent by nationally recognized overnight courier; or (d) three (3) business days after being mailed by certified mail, return receipt requested, to the addresses set forth on the signature page or to such other address as either Party may designate by written notice.

 13.5

 Entire Agreement .

 This Agreement, including all exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, relating to such subject matter. In the event of any conflict between this Agreement and any exhibit or schedule, this Agreement shall control unless the exhibit or schedule expressly states otherwise.

 13.6

 Amendment and Waiver .

 This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay by either Party in exercising any right or remedy shall operate as a waiver thereof.

 13.7

 Severability .

 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent.

 13.8

 Independent Contractors .

 The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

 13.9

 Force Majeure .

 Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from circumstances beyond such Party's reasonable control, including without limitation acts of God, natural disasters, war, terrorism, riots, embargoes, acts of governmental authorities, or failures of third-party telecommunications or power supply.

 13.10

 Counterparts .

 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

 13.11

 Public Announcements .

 Neither Party shall issue any press release, public announcement, or other public statement referencing the other Party or the terms of this Agreement without the prior written approval of the other Party, such approval not to be unreasonably withheld or delayed. All public statements regarding the relationship between the Parties shall accurately describe the current development and commercial stage of the Platform, and neither Party shall characterize the relationship or the Platform in a manner that materially misrepresents Manako’s current development status, revenue stage, or product availability. Manako shall cooperate reasonably with TaoWeave in reviewing the accuracy of any SEC filing that references Manako or the Platform; provided however, that each Party may make any press release, public announcement, or SEC filing referencing the other Party or the terms of this Agreement, upon the advice of outside legal counsel that such disclosure is required by applicable law or pursuant to any listing agreement with any national securities exchange or stock market (in which case the Party required to make the disclosure shall consult with the other Party to the extent possible and allow reasonable time to comment thereon prior to issuance or release).

 13.12

 Cumulative Remedies .

 Except as expressly provided in this Agreement, all rights and remedies of a Party under this Agreement are cumulative and not exclusive of any other rights or remedies available at law, in equity, by statute, or otherwise.

 [Signature Page to Follow]

 11

 IN WITNESS WHEREOF , the Parties have executed this Agreement as of the Effective Date.

 MANAKO LABS LTD

 TAOWEAVE, INC.

 By: /s/ Max Sebti

 By: /s/ Pete Holst

 Name: Max Sebti

 Name: Pete Holst

 Title: CEO

 Title: CEO

 Date: May 28, 2026

 Date: May 28, 2026

 Address for Notices:

 Address for Notices:

 12

 EXHIBIT A: SERVICE LEVEL AGREEMENT

 [To be attached – shall include uptime commitments, response time requirements, and service credits]

 13

 EXHIBIT B: SUPPORT SERVICES

 [To be attached – shall describe Manako's second-level support obligations and escalation procedures]

 14

 EXHIBIT C: FORM OF WARRANT

 (ATTACHED)

 15

 EXHIBIT D: BETA CRITERIA

 The Platform shall be deemed to have achieved “Beta” status upon satisfaction of each of the following criteria, as verified in writing by mutual agreement of the Parties:

 1.

 Feature Completeness . The Platform shall include and demonstrate functional operation of at least eighty percent (80%) of the features identified in the Product Specification attached hereto as Schedule D-1, as determined by successful completion of the acceptance test procedures set forth therein.

 2.

 API Availability . Manako shall have published complete API documentation covering all Platform interfaces intended for customer or third-party integration, including authentication protocols, endpoint specifications, rate limits, and error handling procedures. The APIs shall be accessible in a documented staging or sandbox environment for customer testing.

 3.

 Performance Benchmarks . The Platform shall demonstrate compliance with the following minimum performance thresholds in a controlled test environment: (i) average response time of five hundred (500) milliseconds or less for standard API calls; (ii) capacity to process ten (10) concurrent users or transactions without degradation below the response time threshold; and (iii) successful completion of a seventy-two (72)-hour stability test with no critical system failures.

 4.

 Customer Onboarding Capability . Manako shall have implemented and documented a repeatable customer onboarding process, including: (i) a functional provisioning workflow capable of deploying the Platform for new customers within five (5) business days of order execution; (ii) written onboarding documentation and training materials; and (iii) successful completion of at least two (2) pilot customer onboardings using the documented process.

 16

 EXHIBIT E: GENERAL AVAILABILITY CRITERIA

 The Platform shall be deemed to have achieved “General Availability” status upon satisfaction of each of the following criteria, as verified in writing by mutual agreement of the Parties:

 1.

 Production-Ready Release . The Platform shall have been released as a production version (not alpha, beta, or preview), with all features documented in the Product Specification fully implemented and operational. Manako shall have published release notes identifying all material changes from the Beta version.

 2.

 SLA Commitments . Manako shall have published and committed to a production Service Level Agreement with defined uptime commitments, response time guarantees, and service credit mechanics, which SLA shall be incorporated as Exhibit A to this Agreement or otherwise made contractually binding on Manako with respect to all Customer deployments.

 3.

 Support Infrastructure . Manako shall have established a functioning technical support operation capable of providing the support services described in Exhibit B, including: (i) a documented escalation process; (ii) staffed support channels available during the hours specified in Exhibit B; (iii) a ticketing or case management system for tracking support requests; and (iv) demonstrated capacity to meet the response time commitments set forth in the SLA.

 4.

 Minimum Customer Base . The Platform shall have been deployed and operational for a minimum of three (3) paying customers (excluding Affiliates of Manako and pilot or trial deployments) for a period of at least ninety (90) consecutive days prior to the GA determination.

 5.

 Absence of Critical Defects . As of the date of the GA determination, the Platform shall have no unresolved “Critical” or “Severity 1” defects, as such terms are defined in Exhibit B or as otherwise mutually agreed by the Parties. Manako shall certify in writing that it has conducted appropriate quality assurance testing and that no such defects are known to exist.

 17

 EXHIBIT F: LOCK-UP AGREEMENT

 (Attached)

 18

EX-10.2 · EXHIBIT 10.2 LOCK-UP AGREEMENT

EX-10.2
 4
 ex_971835.htm
 EXHIBIT 10.2 LOCK-UP AGREEMENT

 EXHIBIT 10.2

 LOCK-UP AGREEMENT

 May 29, 2026

 Ladies and Gentlemen:

 Reference is hereby made to those certain warrants (the “ Warrants ”) of TaoWeave, Inc. (the “ Company ”) to purchase shares of common stock, par value $0.0001 per share, of the Company (“ Common Stock ”) issued or issuable to Manako Labs Ltd. (“ Manako ”), in connection with that in that certain Technology License and Distribution Agreement (the “ Agreement ”), dated May 28, 2026, among the Company and Manako.

 Manako irrevocably agrees with the Company that, with respect to each applicable Warrant, from the initial exercise date of each applicable Warrant until the date that is the earlier of (i) six (6) months from the date of issuance of each applicable Warrant and (ii) the date on which the registration statement providing for the resale of the shares of Common Stock issuable upon exercise of the Warrants (the “ Warrant Shares ”) is declared effective by the Securities and Exchange Commission (each such period, the “ Restriction Period ”), Manako will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by Manako or any Affiliate of Manako or any person in privity with Manako or any Affiliate of Manako), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), with respect to, any Warrant Shares issuable upon exercise of such each applicable Warrant. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes hereof, “ Affiliate ” means with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with, such person (it being understood for purposes hereof that “control” of a person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such person or direct or cause the direction of the management and policies of such person whether by contract or otherwise).

 Notwithstanding the foregoing, and subject to the conditions below, Manako may transfer the applicable Warrant Shares provided that (1) the Company receives a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the applicable Restriction Period from each donee, trustee, distributee, or transferee, as the case may be, prior to such transfer, (2) any such transfer shall not involve a disposition for value, (3) such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and no report of such transfer shall be made voluntarily, and (4) neither Manako nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to transfer:

 i)

 as a bona fide gift or gifts;

 ii)

 to any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of Manako;

 iii)

 to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of Manako; or

 iv)

 in the form of a distribution to limited partners, limited liability company members or stockholders of Manako.

 Following each applicable Restriction Period until the date that is 24 months following expiration of the applicable Restriction Period (the “Post-Restriction Period”), Manako hereby agrees it shall not sell, dispose or otherwise transfer, directly or indirectly (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) on any Trading Day, Warrant Shares (i) in an amount equal to 10% of the average trading volume of the Common Stock as reported by Bloomberg, LP on each Trading Day during the prior 20 day Trading Day period, or (ii) at a price below 120% of the exercise price per share of the applicable Warrant. Notwithstanding anything to the contrary herein, Manako agrees that it (i) shall be subject to the Company’s standard blackout periods applicable to persons in possession of material non-public information (“MNPI”) of the Company, and shall not effect any sales, dispositions or other transfers of the Warrant Shares during such blackout periods while in possession of MNPI, and (ii) shall provide the Company with no less than three (3) Trading Days’ prior written notice before effecting any sales, dispositions or other transfers of Warrant Shares following the expiration of the applicable Restriction Period. For purposes hereof, “ Trading Day ” means a day on which the Nasdaq Capital Market is open for trading.

 Notwithstanding the foregoing restrictions, the following transactions shall be permitted without regard to the Restriction Period or Post-Restriction Period as set forth herein: (a) sales of Warrant Shares in block trades to institutional investors (as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended), subject to five (5) Trading Days' prior written notice to the Company; and (b) transfers, sales, tenders, or other dispositions of Warrant Shares in connection with any merger, consolidation, tender offer, exchange offer, or other change-of-control transaction involving the Company as issuer that has been approved by the Company's board of directors.

 Manako hereby represents that Manako has the power and authority to execute, deliver and perform this Letter Agreement, that Manako has received adequate consideration therefor and Manako will indirectly benefit from the matters contemplated by this Letter Agreement.

 This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and Manako. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. Manako hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. Manako hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to Manako at the address in effect for notices to it on the signature page attached hereto and agrees that such service shall constitute good and sufficient service of process and notice thereof. Manako hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

 This Letter Agreement shall be binding on successors and assigns of Manako with respect to the applicable Warrant Shares and any such successor or assign shall enter into a similar agreement for the benefit of the Company. This Letter Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 *** SIGNATURE PAGE FOLLOWS***

 1

 This Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.

 MANAKO LABS LTD.

 /s/ Max Sebti

 Name: Max Sebti

 Title: CEO

 Address for Notice :

 71-75 Shelton Street, Covent Garden

 London, United Kingdom, WC2H 9JQ

 By signing below, the Company agrees to enforce the restrictions on transfer set forth in this Letter Agreement.

 TAOWEAVE, INC.

 By: /s/ Pete Holst

 Name: Pete Holst

 Title: CEO

 2