LETTER OF INTENT

for Supply of Serendial

This Letter of Intent (“LOI”) is submitted on 09/30/2026 and shall be deemed executed and effective as of the date of signature set forth below (the “Effective Date”), by and between:

{Legal Entity:4}, a company organized under the laws of {Company State / Country Formation (State / Province):33.4}, {Company State / Country Formation (Country):33.6}, with its principal address at {Company Address (Street Address):9.1}, {Company Address (Address Line 2):9.2}, {Company Address (City):9.3}, {Company Address (State / Province):9.4}, {Company Address (ZIP / Postal Code):9.5}, {Company Address (Country):9.6}, and whose website is {Website:8} (the “Company”).

AND

Etherea Biotech Inc., a company organized under the laws of Wyoming, United States, with its principal address at 1160 N. Coast Hwy 101, Ste. 232042, Encinitas, California, 92024, United States (“Etherea”).

The individual submitting this LOI on behalf of the Company is {Contact Name (First):11.3} {Contact Name (Last):11.6}, serving as {Contact Title:13}{Contact Title - Other:12}, is reachable by email at {Contact Email:15}, and by telephone at {Contact Phone:16}, who represents that they are duly authorized to act on behalf of the Company.

The Company and Etherea may each be referred to herein as a “Party” and collectively as the “Parties.”

Purpose

The purpose of this LOI is to express the Company’s serious, good faith commercial intent to evaluate and potentially integrate Etherea’s proprietary ingredient, Serendial (“Serendial”), into a finished beverage product developed, manufactured, and distributed by the Company, subject to regulatory clearance and negotiation of a definitive supply agreement.

This LOI outlines the proposed product category, geographic rollout, projected production volumes, distribution channels, commercialization timeline, pricing acknowledgment.

Except as expressly stated herein, this LOI is non-binding and does not create any enforceable obligation between the Parties.

Company Operating Profile

As of the Effective Date, the Company represents that its current annual revenue falls within the range of {Annual Revenue:23}, that it produces approximately {Annual Production Volume:105} {Annual Production UOM:27} annually across its portfolio, and that it maintains {Active SKUs:24} active SKU’s. The Company further represents that its current distribution footprint encompasses {Current Distribution Footprint:28}, in approximately {Estimated Retail Doors / Channels:30} retail doors across all products. The Company’s primary distribution channels include: which collectively reflect the Company’s operational scale, distribution capacity, and commercialization readiness.

Proposed Product Integration

The Company intends to incorporate Serendial into a beverage product classified as a {Base Category:106}, specifically within the subcategory of {Alcohol Replacement Subcategory:110}{Alcohol Replacement Subcategory - Other:39}{Functional Beverage Subcategory:111}{Functional Beverage Subcategory - Other:46}. The proposed product will be {Beverage Format - Alt:107}{Beverage Format - Func:112} and {Storage Format - Alt:108}{Storage Format - Func:113}, and will be introduced as a {Product Strategy - Alt:109}{Product Strategy - Func:114}. The intended target consumer demographic includes and the product will be positioned within the market as {Intended Brand Positioning:115}.

The Company acknowledges that Etherea maintains a standard recommended dosage framework for Serendial, currently structured at one (1) standardized dose per finished beverage unit. The Company further acknowledges that indicative per-unit pricing references are based on this standard dosing recommendation. Final commercial pricing will be determined on a mass basis under a definitive supply agreement, and final formulation decisions, including dosage levels, remain within the Company’s discretion and responsibility, subject to applicable regulatory compliance.

Geographic Rollout Strategy

The Company intends to initiate pilot distribution of the proposed Serendial-integrated product {Pilot Market Geography:59}. Following pilot validation, the Company intends to pursue full commercial rollout within {Intended Full Market Geography:116}. The proposed distribution channels for the Serendial-integrated product include: and at full commercial scale, the Company estimates that the Serendial-integrated product will be distributed into approximately {Estimated Retail Doors for This Product:65} retail doors.

Projected Production Volumes

The Company provides the following good faith commercial projections for the proposed Serendial-integrated product. The estimated pilot production volume is up to or lesser than {Production Volume - Pilot:118} {Volume Entry Format:76}. The projected production volume during the first year post-launch is {Production Volume - Year 1:119} {Volume Entry Format:76}, and the projected production volume during the second year post-launch is {Production Volume - Year 2:120} {Volume Entry Format:76}.

Based on one (1) stardardized dose per finished beverage unit, the projected Pilot demand is {Doses Calculation - Pilot:85} Doses; the projected year 1 demand is {Doses Calculation - Year 1:87} Doses; and the projected year 2 demand is {Doses Calculation - Year 2:86} Doses. The Company anticipates an expected reorder frequency to be {Expected Reorder Frequency:80}.

The Company confirms that these projections represent good faith commercial estimates based on current internal planning assumptions and are subject to market conditions, regulatory developments, and operational variables.

Development Timeline

The Company anticipates initiating pilot production within {Target Production Time - Pilot:93} following regulatory alignment and commercial availability of Serendial. The Company further anticipates achieving full commercial rollout within {Time to Full Rollout / Testing Period:94} thereafter, subject to testing outcomes and market validation.

The Company acknowledges that all projected timelines are contingent upon regulatory compliance, formulation validation, and operational readiness.

Exclusivity Consideration

Pricing Acknowledgment

The Company acknowledges that indicative assumptions currently contemplate pricing for Serendial beginning at approximately Fifteen Cents (USD $0.15) per finished beverage unit, based on one (1) stardardized dose per unit. The Company further acknowledges that final pricing, including any applicable volume-based tiering or adjustments, shall be determined in a definitive supply agreement negotiated in good faith by the Parties.

Regulatory Compliance

The Company acknowledges that commercialization of Serendial is subject to compliance with all applicable laws and regulations in relevant jurisdictions, including, without limitation, food safety, labeling, and ingredient regulations. The Company further acknowledges that nothing in this Letter of Intent shall be construed as a representation, warranty, or guarantee of regulatory approval.

Investor and Strategic Disclosure Consent

The Company acknowledges that Etherea may reference aggregate, anonymized projections, category-level participation, geographic scope, and projected demand derived from this Letter of Intent in communications with investors and strategic partners. The Company further acknowledges that no confidential or identifying information shall be disclosed without its prior written consent.

Non-Binding Effect

This Letter of Intent constitutes a statement of present commercial intent only. Except for any separately executed confidentiality agreement between the Parties, this Letter of Intent does not constitute a binding purchase agreement, does not obligate either Party to enter into a definitive agreement, does not grant exclusivity, does not guarantee supply, and does not create enforceable obligations between the Parties. No legally binding obligation shall arise unless and until a definitive written agreement is executed by both Parties.

Good Faith Representation

By signing below, the undersigned represents and warrants that they are duly authorized to submit this Letter of Intent on behalf of the Company, that the information provided herein is accurate to the best of their knowledge, and that the volume projections and timelines set forth herein represent good faith commercial estimates.

IN WITNESS WHEREOF, the undersigned has executed this Letter of Intent as of the Effective Date.