Clara Spot Terms and Conditions

These Terms and Conditions (“Agreement”) set forth the terms and conditions pursuant to which GenBioPro, Inc. (“GBP”) shall make available and Provider shall have the ability purchase, order, dispense and use, the Collection Kits and Tests performed with the Collection Kits (as defined below). In consideration of the foregoing, the mutual promises and covenants contained in this Agreement, GBP and Provider hereby agree as follows:

1. Definitions
(a) “Collection Kits” means (i) the Dried Blood Spot (DBS) Collection Kits as further described below; or (ii) collection kits for other specimens (e.g., urine, saliva, swabs) specimens that may be ordered by Provider or Patient. The DBS Collection Kit is a general-purpose kit with materials to collect and submit patient finger-prick specimens on a dried blood spot collection cards. The DBS Collection Kits are provided as: DBS 2-Test Collection Kit Carton: this includes one printed instructions for use; one DBS return pouch with a pre-paid, pre-addressed, pre-applied return label; two DBS Card Collection bags (each bag containing specimen return bag, one DBS card, two lancets, two antiseptic wipes, and two bandages). DBS 2-Test Collection Kit 5-Count Provider Pack: a pack containing five DBS 2-Test Collection Kit Cartons.
(b) “Confidential Information” shall mean all information of either party not generally available to the public that is provided to the receiving party by the disclosing party or that the receiving party has access to or discovers in the performance of this Agreement, including but without limitation, all information relating to a Party’s products, business and operations including, but not limited to, business plans, financial records, customers, suppliers, vendors, products, costs, sources, strategies, inventions, procedures, forecasts, sales materials and data, technical advice or knowledge, contractual agreements, pricing, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies, algorithms, designs, computer programs and systems, and know-how or other intellectual property of a party and its affiliates that may be at any time furnished, communicated, or delivered by a party to the other party, whether in oral, tangible, electronic or other form.
(c) “Debarred” means, with respect to any person or entity, that such person or entity has been debarred or otherwise declared ineligible to participate in any government health care programs or in any government procurement or non-procurement programs or the subject of any similar sanction of any governmental or regulatory authority.
(d) “Force Majeure Event” means any event beyond such party’s reasonable control to prevent, avoid, mitigate, or abate, including, but not limited to, unexpected surge of samples returned, Laboratory’s failure to provide Collection Kits or any Test services, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, acts of God, fire, war, acts of terrorism, civil strife, government action (excluding action on account of a party’s failure to comply with applicable laws or other obligations) to comply, or power failure.
(e) “Laboratory” means Simple Health Kit Inc., a Delaware corporation having its principal place of business at 46421 Landing Parkway, Fremont, CA 94538 (NPI 1457942401, CLIA #05D2201580, CAP #8881862), or such other clinical laboratory as GBP may enter into an agreement with from time to time.
(f) “Tests” means laboratory diagnostic or other in vitro tests performed by Laboratory for Provider and Patient using Patient specimens obtained and submitted with the Collection Kits, such as hCG testing.

2. Products and Services.
(a) Laboratory Collection Kits and Testing. GBP contracts with Laboratories that provide specimen Collection Kits and perform Tests on patient specimens obtained with the Collection Kits. GBP shall make the Collection Kits and laboratory testing services available for order and purchase by Provider f on the terms and conditions set forth in this Agreement. Collection Kits may be ordered through an applicable GBP-authorized distributor or pharmacy, and all Tests shall be performed by the Laboratory.
(b) Provider and Patient Portal. GBP shall provide access to a third-party hosted web portal and other interfaces created and operated by Laboratory for (i) the Provider (“Provider Portal”) to set up their account and, conduct ordering and tracking of Collection Kits, submit Test orders to Laboratory, tracking of patient submission

GBP 27JUL2026 Clara Spot Testing Services Terms and Conditions 2 of specimens to Laboratory and access to Test results; and (ii) for Provider’s patients (“Patient Portal”) to set up patient account, register and receive information about the Collection Kits including account set up, Test status and Test results, and other actions. Access to both the Provider Portal and the Patient Portal may be initiated through a GBP-hosted landing page, which will redirect users to the applicable portal. Use of the Provider Portal and Patient Portal are subject to separate GBP and Laboratory Terms of Use and Privacy Policy applicable to portal users. GBP shall use commercially reasonable efforts to maintain the availability of the Portals but expressly disclaims any obligations or liability relating to Portal use or access.
(c) Collection Kit and Test Disclaimer. (i) Provider acknowledges and agrees that GBP does not manufacture or distribute the Collection Kits, perform the Tests, or render any medical, clinical, or diagnostic services and has no control over the Test procedures performed by the Laboratory or use of the Collection Kits by Provider or patients; (ii) Provider is solely responsible for interpreting the results with professional care; and (iii) Provider agrees to notify patients that Test results obtained using the Collection Kits and Tests are subject to limitations and should be verified with appropriate healthcare professionals as necessary, and importance of following Collection Kit instructions. GBP is not responsible for any Patient failure to follow all Collection Kit and Provider instructions, for any loss, spoilage, mishandling or delivery delay of Collection Kits by any shipper, pharmacy, Patient or Laboratory that prevents, delays, or affects Test performance.

3. Provider Responsibilities.
(a) Submitting Collection Kit Orders and Test Orders. Provider shall place orders for Collection Kits and for Tests by submitting orders as established by Provider and GBP, which may include submitting written or electronic orders: (i) to GBP; (ii) through a GBP-approved, licensed pharmacy or distributor ; (iii) through the Provider Portal; or (iv) as otherwise instructed by GBP. All Test orders shall be submitted directly to the Laboratory through the Provider Portal or other established communication interface. GBP reserves the right to limit the number of Collection Kits ordered based on Provider credit limit or inventory.
(b) Collection Kit Dispensing/Use and Test Ordering. Provider shall be solely responsible for ordering Tests and/or dispensing the Collection Kits to Provider patients or through orders submitted to a GBP authorized pharmacy or distributor, for educating patients on the use of the Collection Kits, for obtaining and interpreting Test results, and for providing all clinical services to patients. Provider represents and warrants that all Tests and Collection Kits shall be ordered and dispensed by persons with all licenses, certifications, training, and other qualifications needed to submit orders for clinical diagnostic tests and specimen collection kits, and will review all Collection Kit information to assure they are able to properly instruct their patients in its use as they deem necessary.
(c) Collection Kit Registration. Provider and/or Provider patients shall be responsible for registering the Collection Kits to submit specimens for Tests and to access the Test results through the applicable Portal.
(d) Laboratory Responsibility for Tests and Collection Kit. Provider expressly acknowledges and agrees that the Collection Kits and testing services are exclusively provided, delivered, and managed by Laboratory. Laboratory shall be solely responsible for compliance, quality, performance, deviations, defects, errors, omissions in the Collection Kits, and any Laboratory and testing services provided.
(e) Product Storage and Expiration. Provider agrees to store all Collection Kits in accordance with the storage requirements provided on the labeling or accompanying documentation. GBP shall not be liable for any degradation, ineffectiveness, or other harm resulting from Provider’s failure to properly store or use the Collection Kits, including use of expired items.

4. Pricing; Late Payments.
(a) Pricing. The pricing for the Collection Kits/Tests and shipping shall be established by the applicable GBP-authorized distributor or pharmacy and reflected in its customer application, sales order, order confirmation or other applicable documentation. Provider acknowledges that pricing and other terms may vary depending on the applicable distributor or pharmacy and the method by which the Collection Kits are ordered or fulfilled..
(b) Payment. Provider shall make all payments for Collection Kits/Tests and shipping directly to the applicable distributor or pharmacy in accordance with its payment terms. GBP does not invoice or accept payment from Provider and is not responsible for pricing, invoicing, payment collection, refunds, credits or disputes

GBP 27JUL2026 Clara Spot Testing Services Terms and Conditions 3 between Provider and the applicable distributor or pharmacy. Any request for a refund, credit or other adjustment must be submitted to and resolved by the applicable distributor or pharmacy in accordance with its terms.

5. Term and Termination.
(a) Term. The term of this Agreement shall commence as of the Effective Date and continue for one year, unless sooner terminated as provided for herein. At the end of the initial term, this Agreement shall automatically renew for successive one year terms unless earlier terminated as provided herein (the initial term and each additional term, a “Term”).
(b) Termination.
i. Without Cause. This Agreement may be terminated by either party, with or without cause, upon thirty days prior written notice to the other party.
ii. For Cause. This Agreement may be immediately terminated by either party without further liability or obligation to the other party if: (i) the other party violates any applicable law, rule, regulation, or ordinance in connection with this Agreement; (ii) the other party otherwise materially breaches any provision, warranty, or representation of this Agreement, and, if such breach or violation is curable, it remains unremedied for a period of thirty days following receipt of written notice detailing such breach or violation; (iii) the other party becomes insolvent, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver for its business, or becomes subject to any proceeding under bankruptcy laws or any other statute or laws relating to the insolvency or protection of the rights of creditors; or (iv) Provider fails to pay any invoice within ten days of its due date.
iii. Upon Termination of This Agreement. This Agreement shall immediately terminate upon written notice from GBP if the Laboratory in no longer able to provide the Collection Kits and/or testing services contemplated hereunder.
(c) Wind-Down Following Termination. Upon termination or expiration of this Agreement, the parties are required to work together to wind down their respective services. This includes the orderly completion of ongoing activities, addressing outstanding obligations, and minimizing disruptions to Provider and Provider’s patients, including where feasible and Laboratory is able and willing, completion of all testing and reporting for tests prescribed and not yet received or tested and patient/Provider access to test results for a reasonable period following termination (not less than 30 days). Any return, refund or credit for unused Collection Kits shall be determined by the applicable distributor or pharmacy in accordance with its return and refund policies. GBP has no obligation to accept returns or provide refunds or credits for unused Collection Kits..

6. Representations & Warranties. Each party represents and warrants that:
(a) Power and Authority. (i) It has full power, authority, and legal right to execute, deliver and perform this Agreement and to perform all of its obligations hereunder; (ii) it has obtained and will maintain in effect all licenses, certificates, permits, and other governmental authorizations necessary for its business operation and performance of the services it provides; and (iii) it has, in all material respects, complied and shall comply with all applicable laws, rules, regulations, requirements, orders, notices, determinations, and ordinances of any federal, state, or municipal authority related to the services it provides. GBP makes no representation or warranty about Laboratory, but on written request will provide information or link to Laboratory licensure and other information.
(b) Insurance. Each party, at its sole cost and expense, shall maintain all insurances in accordance with industry standards and state law requirements. Each party shall obtain and maintain or cause to be maintained professional liability insurance necessary to provide the services it provides hereunder.
(c) No Debarment. Each party represents and warrants to the other party that is not under investigation for any exclusion or debarment, and is neither now nor has been Debarred under any applicable law. Neither party shall utilize the services of any individual or entity in the performance of this Agreement that is or has been Debarred. Each party will promptly notify the other party if it or any such person becomes debarred or receives notice of debarment or threatened debarment, and, in such case, the notified party will have the right to terminate this Agreement immediately.

7. Confidentiality and Non-Disclosure. During the term of this Agreement and for five years after the termination or expiration of this Agreement, neither party shall make use of the other’s Confidential Information (as hereinafter defined) for purposes other than the performance of its obligations under this Agreement. Each

GBP 27JUL2026 Clara Spot Testing Services Terms and Conditions 4 party shall protect the other party’s Confidential Information by using the same degree of care as it uses to protect its own information of a like nature, but no less than a reasonable degree of care. The receiving party shall only disclose the Confidential Information to its employees, consultants, and subcontractors who have a need to know such Confidential Information in order to perform its obligations under this Agreement. All Confidential Information shall remain the property of the disclosing party. Confidential Information shall not include any information that: (a) was rightfully known to a party prior to disclosure by the other party; (b) is rightfully obtained by a party from a third party; (c) is made available by the disclosing party to the public without restrictions; (d) is disclosed by a party with prior written permission of the other party; (e) is independently developed or learned by the recipient party through legitimate means; (f) is disclosed by the disclosing party to a third party without a duty of confidentiality on the third party; or (g) is disclosed pursuant to any applicable laws, regulations, or order of a court of competent jurisdiction, or by the recipient in defense of a claim against the recipient. Each party will provide reasonable prior notice to the other, unless prohibited by applicable law, if it is required to disclose any of the other party’s Confidential Information under operation of law, and such disclosure shall not constitute a breach of this Agreement.

8. Compliance.
(a) Applicable Law. The parties enter into this Agreement with the intent of conducting their relationship in full compliance with all applicable federal, state, and local laws, with respect to the performance of this Agreement. Notwithstanding any unanticipated effect of any of the provisions of this Agreement, neither party will intentionally conduct itself under the terms of this Agreement in a manner that would violate any such law.
(b) HIPAA. The parties shall comply with all applicable federal privacy and security laws and regulations enacted pursuant to the Health Insurance Portability and Accountability Act of 1996 and the final privacy regulations promulgated thereunder, as amended from time to time, and all relevant state laws and regulations relating to the confidentiality and security of patient information. Provider will not share, and GBP will not receive nor have access to any patient PHI under the terms of this Agreement or in relation to its performance or to the Collection Kits or the Tests.

9. No Warranty; Limitation of Liability.
(a) Provider acknowledges and agrees that GBP is not the manufacturer, packager, supplier, distributor, laboratory, or testing entity for any Collection Kits, Tests, or testing services provided under or related to this Agreement. GBP does not guarantee or make any representation representations or warranties, express or implied, about the performance, accuracy, completeness, or reliability of Collection Kit or Test provided by Laboratory, nor about the timelines for return of Collection Kits to Laboratory or Laboratory Test, or the performance, function, accuracy, availability of the Portals and any data reporting by Laboratory to the Provider or Patient, all of which are the sole responsibility of the applicable third-party manufacturers and Laboratory. Provider accepts the Collection Kits subject to the applicable warranties of the Laboratory and collection kit component manufacturers, if any.
(b) EXCEPT FOR THE LIMITED WARRANTIES SET FORTH HEREIN, GBP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL GBP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS, OR DAMAGE TO REPUTATION, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF GBP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
(c) GBP’S TOTAL LIABILITY AND PROVIDER’S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ASSOCIATED WITH THIS AGREEMENT, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY SHALL NOT EXCEED THE AMOUNT PAID TO THE APPLICABLE DISTRIBUTOR OR PHARMACY FOR THE SPECIFIC COLLECTION KIT OR TEST GIVING RISE TO THE CLAIM.

10. Defects.
(a) If the Provider becomes aware of any defect, problem, adverse condition, or other complaint related to a Collection Kit or Test, Provider will (subject to compliance with applicable laws) promptly notify the other party of such defect, problem, adverse condition, or other complaint.

GBP 27JUL2026 Clara Spot Testing Services Terms and Conditions 5
(b) If a recall involving a Collection Kit is warranted, Laboratory or GBP shall notify Provider in writing or through the Provider Portal (and if necessary, Patient will be notified) and will advise Provider of the reasons for the recall and the process relating to the recalled Collection Kit(s). Provider will cooperate with GBP and/or Laboratory in conducting a recall, as reasonably requested by GBP or Laboratory.
(c) In the event of any defect, nonconformance, or performance issue related to the Collection Kits, Provider shall first seek recourse exclusively from the Laboratory. GBP will reasonably cooperate with Provider in forwarding or directing any such claims to the appropriate party but shall have no independent obligation to remedy or replace defective Collection Kits or Tests or to issue any refund or credit not caused by GBP’s own acts or omissions.

11. Notices. All notices, claims, and other communications hereunder (“Notices”) shall be made in writing and addressed to the appropriate party at the address set forth on the signature page or otherwise as designated by each such party in writing. All Notices shall be delivered either by: (i) personal delivery; (ii) electronic mail; (iii) overnight courier; or (iv) certified or registered mail, return receipt requested. Except as otherwise provided herein, a Notice is effective only upon proof of delivery and if the party providing the Notice has complied with these requirements.

12. Severability. In the event that any term of this Agreement is deemed to be invalid, illegal, or otherwise unenforceable the parties shall use all reasonable efforts to negotiate in good faith to amend the term to eliminate any such invalidity, illegality, or unenforceability to the extent practically possible, taking into full account their original intent when entering into this Agreement in the first instance, and the remaining provisions hereof shall continue in full force and effect.

13. Assignment. Neither party may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent in each instance, such consent not to be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign this Agreement to any affiliate or successor entity that assumes all, or a majority of, such party’s assets in writing. Any assignment in violation of this clause shall be null and void.

14. Relationship of the Parties. The parties hereto are independent contractors and as such, at no time shall either party be considered partners, or an employee or employer of one another. Without limitation on the generality of the foregoing, neither party may bind the other party to any agreement, obligation or covenant of any kind (expressed or implied) without the bound party’s prior written consent in each instance.

15. Survival. Following the Term, any and all provisions set forth herein which, by their very nature, are intended to survive any expiration or termination hereof, shall so survive.

16. No Third-Party Beneficiaries. This Agreement is being entered into for the sole benefit of the parties hereto, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

17. Waiver. No waiver of any term or right in this Agreement shall be effective unless made in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter. Any written waiver authorized on one occasion is effective only in that instance and only for the specific purpose stated and does not operate as a waiver on any future occasion.

18. Governing Law. This Agreement shall be governed by the laws of the State of Nevada without regard to its conflict of laws principles.

19. Dispute Resolution. This Agreement and any dispute, controversy, or claim arising out of or relating to this Agreement or any services performed hereunder (each, a “Dispute”) shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict-of-laws principles Any Dispute, which cannot be amicably resolved by the parties shall be solely and finally settled by arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, as those rules exist on commencement of the arbitration, including the JAMS Optional Expedited Arbitration Procedures (Rules 16.1 and 16.2). For any dispute involving less than $50,000, JAMS’ Streamlined Arbitration Rules and Procedures shall be followed. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The

GBP 27JUL2026 Clara Spot Testing Services Terms and Conditions 6 arbitration shall take place in [Clark County], Nevada, but may be conducted via video conference or other virtual or electronic means. Any arbitration conducted remotely shall be deemed to have taken place in Clark County, Nevada. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of Nevada. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the parties. Each party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. The party initiating arbitration must file a request for arbitration within twelve (12) months of the date the facts giving rise to the dispute were known or should have been known. Failure to file within this time period will constitute a waiver of the right to arbitration. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement.

20. Class and Representative Action Waiver. To the fullest extent permitted by applicable law, each party agrees that any Dispute shall be brought and resolved solely on an individual basis. No party may bring or participate in any class, collective, consolidated, coordinated, mass, representative, or private-attorney-general action or arbitration against the other party. The arbitrator shall have no authority to consolidate the claims of more than one claimant or to preside over or award relief in any class, collective, consolidated, coordinated, mass, or representative proceeding. Each party knowingly and voluntarily waives any right to have a Dispute heard, determined, or resolved on a class, collective, consolidated, coordinated, mass, or representative basis.

21. Force Majeure. Neither party will be liable for any failure to perform its obligations under this Agreement if its performance is materially impaired by a Force Majeure Event; provided however, such party’s performance will be excused only to the extent of and during such Force Majeure Event. The non-performing party must: (i) promptly notify the other party in writing of such Force Majeure Event, its anticipated impact on performance, including its expected duration, and include any supporting documents; (ii) take reasonable, diligent efforts to mitigate and overcome the impact of such condition constituting the Force Majeure Event so as to resume performance as soon as practicable; and (iii) provide periodic reports regarding the progress of the Force Majeure Event.

22. Entire Agreement; Modification. This Agreement (along with any attachments incorporated herein) sets forth the entire Agreement between the parties with respect to its subject matter hereof and supersedes any prior agreement or communications between the parties, whether written or oral, relating hereto. No representation, inducement, or promise has been made or relied upon by either party other than as expressly set forth in this Agreement. This Agreement may be modified only by a written amendment signed by an authorized representative of each party. To the extent that the terms hereof contradict any of the terms of any attachment hereto, the terms hereof shall govern, unless such contradiction is specifically addressed and resolved in such attachment.