Amendment No. 3 of Senior Secured Promissory Note dated, effective as of December 31, 2024, by and between R2 Technologies, Inc. and Lancer Capital LLC

This Amendment No. 3 of Senior Secured Promissory Note (this “Amendment”), dated effective as of December 31, 2024 (the “Effective Date”), is entered into by and between R2 Technologies, Inc., a Delaware corporation (the “Company”), and Lancer Capital LLC (“Investor”). Capitalized terms used herein, but not otherwise defined herein, shall have the meaning assigned to them in the Note (as defined below).

WHEREAS, the Company and Investor are parties to that certain Senior Secured Promissory Note, dated January 31, 2024, in the principal amount of $20,000,000.00, as amended by that certain Amendment of Senior Secured Promissory Note dated effective as of April 30, 2024, as further amended by that certain Amendment No. 2 of Senior Secured Promissory Note dated effective as of May 17, 2024 (as amended, the “Note”); and

WHEREAS, the Company and the undersigned Investors desire to further amend the Note to extend the Maturity Date and to add an additional fee in consideration of such extension, each as provided herein.

NOW, THEREFORE, in consideration of the foregoing and for other valuable consideration the receipt of which is hereby acknowledged, the Company and Investor hereby agree as follows:

1.    Maturity Date. Section 1(c)(i) of the Note is hereby amended to read “August 1, 2025.”

2.    Schedule A. Schedule A of the Note is hereby amended and restated in its entirety as follows:

3.    Amendment to Additional Exit Fee.

(a)    In consideration of the extension of the Maturity Date set forth herein, the Additional Exit Fee as set forth in the Note is hereby amended and restated as follows:

(b)    The Company shall pay such Additional Exit Fee on the earliest of (a) the Maturity Date, (b) the date of the acceleration of the principal amount of this Note for any reason or, (c) if any portion of this Note is prepaid at any time, the date of such prepayment of this Note. For the avoidance of doubt, the Additional Exit Fee is in addition to, and not in replacement of, the Exit Fee.

4.    Default Fee. In further consideration of the extension of the Maturity Date set forth herein, in the event that all obligations pursuant to the Note, including without limitation the principal, any accrued and unpaid interest, exits fees, extension fees, and all other fees and expenses, are not repaid in full on or prior the earliest of (a) the Maturity Date, (b) the date of the acceleration of the principal amount of this Note for any reason, then the Company shall pay an additional default fee equal to $5,000,000.00 (the “Default Fee”) to the Company, which Default Fee shall accrue and be payable immediately on such date. The Default Fee shall be payable in addition to any other default interest or other feeds payable upon an event of default.

5.    Effect on Note. The term “Note” as used in the Note shall at all times refer to, collectively, the Note as amended by this Amendment. Except as amended hereby, the Note shall remain in full force and effect.

6.    Expenses. The Company agrees to pay all reasonable attorneys’ fees incurred by Investor in connection with this Amendment.

7.    Further Instruments. The undersigned parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Amendment.

8.    Applicable Law; Entire Agreement; Amendments. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware as it applies to agreements between Delaware residents, entered into and to be performed entirely within Delaware. This Amendment constitutes the entire agreement of the parties with respect to the subject matter hereof superseding all prior written or oral agreements, and no amendment or addition hereto shall be deemed effective unless agreed to in writing by the parties hereto.

9.    Counterparts; Electronic Delivery. This Amendment may be executed and delivered electronically and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.    Schedule. The parties agree that the schedule attached hereto represents the amortization schedule of this Note.

The parties have executed this Amendment No. 3 of Senior Secured Promissory Note effective as of the date first written above.