Exhibit 3.01

table of contents

indenture

THIS INDENTURE, dated as of [INDENTURE DATE], is entered into by and among Nomyx Technology Labs Inc., a Delaware Corporation (the “Company”), [TRUSTEE NAME], as trustee (the “Trustee”), and T7X Equity, Inc., as transfer agent, registrar, paying agent, and, if separately accepted, warrant agent.

Recitals

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Article I. — Definitions and Rules of Construction

Section 1.01. Definitions. For purposes of this Indenture, the following terms have the meanings set forth below.

Section 1.02. Rules of Construction. Unless the context otherwise requires:

Article II. — The Bonds

Section 2.01. Title; Aggregate Principal Amount. The Bonds issued under this Indenture shall be designated as the Company’s Revenue Participation Bonds, Series 2026. The aggregate principal amount of Bonds that may be issued under this Indenture shall not exceed $20,000,000, except for Bonds issued in replacement, exchange, re-mint, or administrative correction of previously issued Bonds in accordance with this Indenture.

Section 2.02. Denominations. The Bonds shall be issued at a fixed rate of $10, unless otherwise specified in the Offering Circular or approved by the Company and permitted by applicable law.

Section 2.03. Issuance; Uncertificated Digital Form. The Bonds will be substantially in the form set forth in Exhibit A and shall be issued only as registered, uncertificated Digital Bond Tokens on the Public Blockchain and shall not be issued in certificated form except as expressly required by applicable law or approved by the Company, the Trustee, and the Transfer Agent in accordance with this Indenture. Each Digital Bond Token shall represent the principal amount of Bonds reflected in the Master Securityholder File with respect to the applicable Holder or position. The Company shall cause the Digital Bond Tokens to be minted, issued, or otherwise recorded through the Master Wallet or such other wallet architecture as the Transfer Agent may designate for administration of the Bonds.

Section 2.04. Legal Ownership; Controlling Record.

Section 2.05. Master Wallet; Token Custody and Control.

Section 2.06. Daily Reconciliation.

Section 2.07. Digital Token Status; No Expansion of Rights. Digital Bond Tokens are a method of issuing, evidencing, administering, and transferring uncertificated registered Bonds. The issuance of Bonds as Digital Bond Tokens shall not expand, reduce, or otherwise modify the payment terms, ranking, redemption rights, Change of Control buyout rights, revenue participation rights, warrant rights, covenants, Events of Default, remedies, or other substantive rights of Holders except as expressly set forth in this Indenture.

Section 2.08. Principal, Maturity, and Priority Return. Each Bond shall mature on its Maturity Date, which is the seventh anniversary of its Issue Date, and shall accrue the Priority Return at the rate of eight percent (8%) per annum on its outstanding principal amount from its Issue Date, payable quarterly in arrears on each applicable Quarterly Payment Date to the Holders thereof as of the applicable Record Date, subject to Article III and the other provisions of this Indenture.

Section 2.09. General Obligation. The Bonds are general obligations of the Company and are not secured by collateral except to the extent expressly provided in a supplemental indenture, escrow agreement, first year reserve, or separate security instrument. The Bonds rank pari passu in right of payment with all other unsecured and unsubordinated Funded Debt of the Company, except as otherwise required by law.

Section 2.10. Non-Detachable Warrant Feature; Detachment Events. Each Bond shall be issued together with one or more Non-Detachable Warrants on the terms set forth in the Warrant Agreement. Each Non-Detachable Warrant is an integral component of the investment represented by the related Bond and, before the applicable Detachment Date, may not be sold, assigned, pledged, hypothecated, transferred, or otherwise disposed of separately from the related Bond except as expressly provided in this Indenture and the Warrant Agreement. Upon the applicable Detachment Date, the related Non-Detachable Warrant shall automatically detach from the related Bond, shall become a Detached Warrant, and shall thereafter remain outstanding for a term ending on the Warrant Expiration Date, subject to the Warrant Agreement. Detachment shall occur without any further act by the Company, the Trustee, the Registrar, the Transfer Agent, the Paying Agent, the Warrant Agent, or any Holder, although the Company, the Registrar, the Transfer Agent, and the Warrant Agent may require customary administrative documentation to reflect the detachment in their books and records.

Section 2.11. Transfers of Digital Bond Tokens.

Section 2.12. Effect of Maturity on Warrants. On the Maturity Date, each Non-Detachable Warrant related to a Bond then maturing shall automatically detach from the related Bond and become a Detached Warrant. From and after such Detachment Date, the Detached Warrant shall have a term ending on the Warrant Expiration Date and shall be governed by the Warrant Agreement. Payment, cancellation, or surrender of the related Bond at maturity shall not cancel, terminate, or otherwise impair the Detached Warrant unless the Warrant has been exercised, cancelled, cashed out, assumed, substituted, or terminated in accordance with the Warrant Agreement.

Section 2.13. Authentication and Validity. A Bond shall be validly issued when the issuance has been authorized by the Company, recorded on the Master Securityholder File, and reflected as a Digital Bond Token through the Master Wallet or applicable Platform process. No physical certificate or manual authentication shall be required unless expressly required by applicable law or agreed by the Company, Trustee, and Transfer Agent.

Article III. — Revenue Participation Pool

Section 3.01. Revenue Participation Pool. The Company shall establish and maintain the Revenue Participation Pool for the benefit of Holders in accordance with this Article.

Section 3.02. Funding of Revenue Participation Pool. The Company shall fund the Revenue Participation Pool with the following amounts for each Revenue Measurement Period, determined in accordance with GAAP and this Indenture:

Section 3.03. Pool Distribution Statement. Not later than 5 days before each Quarterly Payment Date, the Company shall deliver to the Trustee, Paying Agent, and Transfer Agent a Pool Distribution Statement setting forth:

Section 3.04. Application of Available Pool Funds. On each Quarterly Payment Date, amounts available in the Revenue Participation Pool shall be applied in the following order of priority:

Section 3.05. Accrual and Annual Compounding of Shortfall. If Available Pool Funds are insufficient to pay the full Priority Return due on any Bond on a Quarterly Payment Date and the Company does not otherwise make payment from its general funds, the unpaid amount shall become Accrued Shortfall for that Bond. Accrued Shortfall shall accrue Shortfall Return at eight percent (8%) per annum from the date each unpaid amount becomes Accrued Shortfall until paid, calculated on the same 360-day year of twelve 30-day months used for Priority Return and compounded annually on each anniversary of that Bond’s Issue Date. Any accrued but uncapitalized Shortfall Return shall also become due upon the maturity, redemption, Change of Control buyout, acceleration, or other payment in full of that Bond. Accrued Shortfall and Shortfall Return are general obligations of the Company and shall be payable from future Available Pool Funds or the Company’s general funds in accordance with the waterfall in this Article. Unless otherwise required by law, payments of Accrued Shortfall shall be applied first to accrued and unpaid Shortfall Return and then to the oldest unpaid Priority Return.

Section 3.06. Annual Distribution Cap. The aggregate of the current Priority Return and the Excess Revenue Distributions paid on any Bond during any calendar year shall not exceed the Annual Distribution Cap for such Bond. No Bond shall receive Excess Revenue Distributions to the extent the payment would cause the sum of the current Priority Return and Excess Revenue Distributions paid on such Bond for the calendar year to exceed the Annual Distribution Cap. The Annual Distribution Cap does not limit, reduce, or defer Priority Return, Accrued Shortfall, or Shortfall Return, and neither Accrued Shortfall nor Shortfall Return is counted against the Annual Distribution Cap. Transfers of Bonds shall not reset, reinstate, or increase the remaining Annual Distribution Cap.

Section 3.07. True-Up and Corrections. If the Company determines that any determination of the Revenue Participation Pool, Pool Distribution Statement, or distribution was incorrect, the Company shall correct the error in the next Pool Distribution Statement or, if required to prevent material prejudice to Holders, by supplemental deposit or corrective payment.

Section 3.08. Books and Records. The Company shall maintain books and records sufficient to support calculations under this Article and shall provide reasonable supporting information to the Trustee, Paying Agent, or Transfer Agent upon request.

Section 3.09. No Paying Agent Calculation Duty. The Paying Agent may rely conclusively on Pool Distribution Statements and payment instructions delivered by the Company and shall have no duty to calculate the Revenue Participation Pool, Accrued Shortfall, Priority Return, Excess Revenue Distributions, or the Annual Distribution Cap except to the extent expressly accepted in a separate written agreement.

Article IV. — Optional Redemption by the Company

Section 4.01. Optional Redemption. Beginning on the third anniversary of the Issue Date of each Bond, the Company may redeem all or any portion of that Outstanding Bond at the Redemption Price applicable to that Bond, subject to this Article.

Section 4.02. Partial Redemption. If fewer than all Bonds are redeemed, Bonds shall be selected for redemption pro rata, by lot, by automated allocation through the Platform, or by such other fair and reasonable method as the Company and Transfer Agent determine.

Section 4.03. Redemption Notice.

Section 4.04. Payment of Redemption Price.

Section 4.05. No Redemption During Default. The Company may not redeem Bonds while an Event of Default has occurred and is continuing unless the Required Holders consent or the redemption will cure all outstanding Events of Default.

Section 4.06. Effect on Revenue Participation Pool. Redemption of Bonds shall not relieve the Company of its obligation to pay any Accrued Shortfall, earned and unpaid Excess Revenue Distributions, or other amounts accrued through the Redemption Date.

Section 4.07. Detachment of Warrants Upon Redemption. Upon the effective redemption of any Bond or portion thereof, the related Non-Detachable Warrant, or the corresponding portion of the related Non-Detachable Warrant attributable to the redeemed portion of the Bond, shall automatically detach from the redeemed Bond or redeemed portion thereof on the Redemption Date and become a Detached Warrant. From and after such Detachment Date, the Detached Warrant shall have a term ending on the Warrant Expiration Date and shall be separately transferable, exercisable, and outstanding in accordance with the Warrant Agreement and applicable securities laws. Redemption, cancellation, or surrender of the related Bond or redeemed portion thereof shall not cancel, terminate, or otherwise impair the Detached Warrant unless the Warrant has been exercised, cancelled, cashed out, assumed, substituted, or terminated in accordance with the Warrant Agreement. If a Bond is redeemed in part, the Company, Registrar, Transfer Agent, and Warrant Agent shall make such notations, allocations, or adjustments as are reasonably necessary to reflect the portion of the related Warrant that has detached and the portion, if any, that remains attached to the unredeemed portion of the Bond.

Article V. — Mandatory Buyout Upon Change of Control

Section 5.01. Mandatory Buyout. Upon the occurrence of a Change of Control, the Company shall buyout all, but not less than all, of the then outstanding Bonds at the Change of Control Buyout Price. The Change of Control Buyout Date shall occur no later than 60 days after the occurrence of the Change of Control.

Section 5.02. Change of Control Notice. Not later than 60 days after the occurrence of a Change of Control, the Company shall deliver notice to the Trustee, Paying Agent, Transfer Agent, and Holders.

Section 5.03. Contents of Notice. The Change of Control notice shall state:

Section 5.04. Company Deposit. On or before the Change of Control Buyout Date, the Company shall deposit with the Paying Agent funds sufficient to pay the Change of Control Buyout Price for all Bonds subject to repayment.

Section 5.05. Payment by Paying Agent. The Paying Agent shall pay the Change of Control Buyout Price to Holders in accordance with the Master Securityholder File, the Bond Register, the Platform, and the Paying Agent’s customary procedures. Payment shall be made through the Platform into the designated Investor Accounts or by such other method as the Paying Agent may approve. The Paying Agent may record payment activity on-chain, provided that the Master Securityholder File and the Paying Agent’s payment records shall control over any on-chain payment record.

Section 5.06. Digital Bond Token Procedures. The Transfer Agent may require completion of customary Platform, wallet, tax, payment, and administrative procedures as a condition to final payment, cancellation, burn, freeze, re-mint, or other Token Administrative Action, provided that no Holder shall be required to tender a physical certificate.

Section 5.07. Token Cancellation Upon Change of Control Buyout. Upon payment in full of the Change of Control Buyout Price, the Transfer Agent may freeze, burn, cancel, re-mint, or otherwise adjust the related Digital Bond Tokens to reflect that the Bonds have been repaid and are no longer Outstanding. The Master Securityholder File shall control the repayment status of the Bonds regardless of the timing or status of any on-chain record.

Section 5.08. No Waiver. Failure by the Company to deliver a Change of Control notice shall not impair the right of any Holder to require repayment under this Article.

Section 5.09. Effect on Revenue Participation Pool. Repayment upon a Change of Control shall not relieve the Company of its obligation to pay any Accrued Shortfall, earned and unpaid Excess Revenue Distributions, or other amounts accrued through the Change of Control Buyout Date.

Section 5.10. Detachment of Warrants Upon Change of Control. Upon the occurrence of a Change of Control, each then outstanding Non-Detachable Warrant shall automatically detach from the related Bond and become a Detached Warrant as of the Detachment Date, whether or not the Change of Control Buyout Date occurs on the same date. From and after such Detachment Date, each Detached Warrant shall have a term ending on the Warrant Expiration Date and shall be separately transferable, exercisable, and outstanding in accordance with the Warrant Agreement and applicable securities laws. Repayment, cancellation, or surrender of the related Bond upon a Change of Control shall not cancel, terminate, or otherwise impair the Detached Warrant unless the Warrant has been exercised, cancelled, cashed out, assumed, substituted, or terminated in accordance with the Warrant Agreement.

Article VI. — First-Year Reserve

Section 6.01. Reserve Requirement. The Company shall establish and maintain a segregated commercial deposit account in the Company’s name designated on the Company’s books and bank records as the “First-Year Reserve.” As subscription funds settle and Bonds are issued, the Company shall deduct from Gross Offering Proceeds and deposit into the First-Year Reserve an amount equal to eight percent (8%) of the Gross Offering Proceeds attributable to each issuance of Bonds, contemporaneously with or promptly after that issuance.

Section 6.02. Company Ownership and Management Control. The First-Year Reserve shall be a Company-owned commercial account controlled by the Company through its authorized officers and management. The Company may select and replace the depository institution and designate or change authorized signatories, subject to the Trustee’s right to object under Section 6.05. No separate reserve, escrow, or account control agreement shall be required, and the Trustee shall not be a signatory on or have control over the account unless the Company and Trustee later agree otherwise in writing.

Section 6.03. Segregation and Cohort Records. The First-Year Reserve shall be maintained at a U.S. commercial bank separately from the Company’s operating accounts. The Company shall maintain a subledger for each issuance cohort showing the related Bond Issue Date, Gross Offering Proceeds, required deposit, payments allocated to that cohort, and remaining balance and release date. The Company shall provide a copy of the applicable bank statement and subledger to the Trustee with each quarterly Officer’s Certificate and at such other reasonable times as the Trustee may request.

Section 6.04. Permitted Use. During the period beginning on the Issue Date of a Bond and ending on the first anniversary of that Issue Date, the portion of the First-Year Reserve allocated to the related issuance cohort may be used solely for the following purposes, in each case as described in the Offering Circular and certified in an Officer’s Certificate:

Section 6.05. Allocation; No Duplication. Payments from the First-Year Reserve shall be allocated among issuance cohorts using a reasonable and consistently applied method based on the outstanding principal amount and payment obligations of each cohort. Amounts in the First-Year Reserve shall not be treated as Revenue Participation Pool contributions unless expressly designated by the Company as such in an Officer’s Certificate, and each payment shall reduce the corresponding Priority Return, Accrued Shortfall, Shortfall Return, or permitted charge otherwise payable under this Indenture.

Section 6.06. Disbursements; Trustee Objection. The Company may direct disbursements from the First-Year Reserve for permitted uses without the Trustee’s prior consent, but each disbursement shall be documented by an Officer’s Certificate stating the amount, date, purpose, affected issuance cohort, and recipient. The Trustee may object in writing if it reasonably determines that a proposed or completed disbursement is not permitted by this Article. If the Company receives the objection before disbursement, the Company shall not make the disputed disbursement until the objection is resolved. If the Company receives the objection after disbursement, the Company shall, within five Business Days, restore the disputed amount to the First-Year Reserve pending resolution, unless the Trustee withdraws its objection.

Section 6.07. Release by Issuance Cohort. On or after the first anniversary of the Issue Date of Bonds in an issuance cohort, the remaining balance allocated to that cohort may be released from the First-Year Reserve to the Company’s general funds if (i) no Default or Event of Default has occurred and is continuing, (ii) no unresolved Trustee objection under Section 6.06 applies to that balance, and (iii) the Company has delivered an Officer’s Certificate certifying compliance with this Article and identifying the amount released.

Section 6.08. No Escrow, Trust, or Security Interest. The First-Year Reserve and all amounts credited to it remain property of, and under the control of, the Company. The account is not an escrow, is not held in trust or for the exclusive benefit of Holders, and is not subject to a lien or account-control arrangement in favor of the Trustee or Holders. Amounts in the account may be subject to claims of the Company’s creditors, the depository bank’s rights of setoff, and risks arising in a bankruptcy or insolvency of the Company or depository bank. Establishment of the First-Year Reserve does not make the Bonds secured obligations.

Section 6.09. No Trustee Monitoring Duty. Except for reviewing materials delivered under this Article and exercising its objection right in good faith, the Trustee shall have no duty to monitor the First-Year Reserve, obtain bank information independently, prevent withdrawals, verify Company calculations, or control the account, unless the Trustee expressly accepts such additional duties in a separate written agreement. The Company remains solely responsible for establishing, funding, maintaining, documenting, and applying the First-Year Reserve in accordance with this Article.

Article VII. — Covenants

Section 7.01. Payment Covenant. The Company shall duly and punctually pay principal, Priority Return, Accrued Shortfall, redemption price, Change of Control Buyout Price, Excess Revenue Distributions, and all other amounts payable under the Bonds and this Indenture in accordance with their terms.

Section 7.02. Maintenance of Existence. The Company shall preserve and maintain its legal existence and good standing under the laws of its jurisdiction of organization, except in connection with a transaction permitted by Article VIII.

Section 7.03. Compliance with Laws. The Company shall comply in all material respects with applicable federal, state, local, and foreign laws, rules, and regulations applicable to its business, assets, offering activities, Digital Bond Token administration, transfer-agent arrangements, ATS-facilitated secondary market arrangements, and obligations under this Indenture.

Section 7.04. SEC and Holder Reporting. The Company shall furnish to the Trustee and, upon request, to Holders:

Section 7.05. Revenue Participation Pool Reporting. The Company shall deliver the Pool Distribution Statements, Officer’s Certificates, supporting information, true-up notices, and related materials required under Article III within the time periods specified therein.

Section 7.06. Revenue Participation Pool Maintenance. The Company shall maintain the Revenue Participation Pool, calculate the amounts due therein, make deposits, apply Available Pool Funds, track Excess Revenue Distributions, and maintain supporting books and records in accordance with Article III.

Section 7.07. DSCR Covenant. Beginning on the First Test Date and as of the last day of each fiscal quarter thereafter, the Company shall maintain a DSCR of not less than 1.20.

Section 7.08. Limitations on Indebtedness. The Company shall not incur additional Funded Debt other than Permitted Indebtedness if, after giving pro forma effect to such incurrence, the Company would fail to satisfy the DSCR covenant as of the most recent test date for which financial statements are available, provided that this limitation shall not apply before the First Test Date unless an Event of Default has occurred and is continuing.

Section 7.09. Limitation on Liens. The Company shall not create, incur, assume, or permit to exist any lien on its material assets to secure indebtedness unless the Bonds are equally and ratably secured or such lien constitutes a Permitted Lien described on Schedule 1.

Section 7.10. Limitation on Restricted Payments. If an Event of Default has occurred and is continuing, the Company shall not declare or make dividends, distributions, redemptions of equity, or other restricted payments, other than payments required under this Indenture and the Warrant Agreement.

Section 7.11. Maintenance of Properties and Insurance. The Company shall maintain its material properties in good working order, ordinary wear and tear excepted, and maintain insurance with financially sound insurers in such amounts and against such risks as are customary for similarly situated companies.

Section 7.12. Books and Records. The Company shall keep proper books of record and account sufficient to permit calculation of all amounts payable under this Indenture, including the Revenue Participation Pool and DSCR.

Section 7.13. Further Assurances. The Company shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the purposes of this Indenture, the Bonds, the Warrant Agreement, the Digital Bond Token arrangements, and the ancillary documents.

Section 7.14. Digital Bond Token Administration. The Company shall cooperate with the Transfer Agent in connection with the issuance, custody, administration, transfer, reconciliation, correction, freeze, burn, re-mint, migration, and cancellation of Digital Bond Tokens. The Company shall provide such authorizations, Officer’s Certificates, instructions, approvals, and information as the Transfer Agent reasonably requests to administer Digital Bond Tokens in accordance with this Indenture.

Section 7.15. Public Blockchain and Platform Changes. The Company, with the consent of the Transfer Agent, may migrate the Digital Bond Tokens to a different Public Blockchain, smart contract, wallet architecture, Platform process, or token standard if the Company determines in good faith that such migration is reasonably necessary or advisable for security, regulatory, operational, technological, or administrative reasons and the migration does not adversely affect the payment rights of Holders in any material respect. Any such migration shall be reflected in the Master Securityholder File, and the Master Securityholder File shall control during and after the migration.

Section 7.16. No Obligation to Maintain Secondary Market. Neither the Company nor the Transfer Agent shall be obligated to list, quote, trade, support, maintain, or continue any secondary market for the Bonds, whether through an ATS, the Platform, the Public Blockchain, or otherwise. Any secondary market activity shall be subject to applicable law, regulatory approval, ATS requirements, transfer restrictions, whitelisting, Platform procedures, and this Indenture.

Section 7.17. Transfer Agent Regulatory Records. To the extent the Transfer Agent is required to maintain records as a registered transfer agent, the Company shall provide the authorizations and information reasonably required by the Transfer Agent for the Transfer Agent’s maintenance of the Master Securityholder File, control book, transfer records, cancellation records, restriction records, record-difference records, and related records.

Article VIII. — Merger, Consolidation, and Sale of Assets

Section 8.01. Company May Consolidate, Merge, or Transfer Assets Only on Certain Terms. The Company shall not consolidate with or merge into another Person, or sell, lease, convey, transfer, or otherwise dispose of all or substantially all of its assets, unless:

Section 8.02. Successor Substituted. Upon any transaction complying with this Article, the successor Person shall succeed to and be substituted for the Company under this Indenture, and the predecessor Company shall be released from its obligations except in the case of a lease or any transaction in which the predecessor remains liable by law or by contract.

Section 8.03. Revenue Participation Continuity. In connection with any transaction permitted by this Article, the Company shall cause the successor Person, if any, to assume the obligations relating to the Revenue Participation Pool, including its calculation, deposit of amounts due, delivery of Pool Distribution Statements, and application of Available Pool Funds. If the transaction materially changes the Company’s business, revenue model, or accounting methodology, the successor Person shall make conforming adjustments to the calculation methodology only to the extent permitted by Article III or approved by the Required Holders.

Section 8.04. Digital Bond Token Continuity. In connection with any transaction permitted by this Article, the Company shall cause the successor Person, if any, to cooperate with the Transfer Agent to continue, migrate, replace, or otherwise administer the Digital Bond Tokens, Master Wallet, Whitelisted Wallets, Platform records, Blockchain Index, and Master Securityholder File in a manner consistent with this Indenture. The Master Securityholder File shall remain the controlling record of legal ownership before, during, and after any such transaction.

Article IX. — Events of Default and Remedies

Section 9.01. Events of Default. Each of the following constitutes an “Event of Default”:

Section 9.02. Acceleration. If an Event of Default occurs and is continuing, the Trustee or the Required Holders may declare all outstanding principal, accrued and unpaid Priority Return, Accrued Shortfall, and all other amounts owing under the Bonds immediately due and payable. Upon any Event of Default described in Section 9.01(l) or Section 9.01(m) of this Article, all such amounts shall become immediately due and payable automatically without declaration or other action.

Section 9.03. Rescission. The Required Holders may rescind an acceleration if all Events of Default, other than nonpayment of amounts due solely by reason of acceleration, have been cured or waived and the Company has paid all amounts then due under this Indenture.

Section 9.04. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect amounts due or to enforce performance of any provision of the Bonds, this Indenture, or the Warrant Agreement.

Section 9.05. Control by Required Holders. The Required Holders may direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, subject to the Trustee’s right to decline any direction that conflicts with law or this Indenture, may involve the Trustee in personal liability, or is unduly prejudicial to non-directing Holders.

Section 9.06. Limitation on Suits. No Holder may pursue any remedy under this Indenture unless:

Section 9.07. Unconditional Right to Receive Payment. Notwithstanding any other provision of this Indenture, each Holder shall have the right to receive payment of principal, Priority Return, Accrued Shortfall, Excess Revenue Distributions, redemption price, Change of Control Buyout Price, and other amounts due on such Holder’s Bond on or after the applicable due date and to bring suit for enforcement of such payment.

Section 9.08. Trustee May File Proofs of Claim. The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable to have the claims of the Trustee and Holders allowed in any bankruptcy, insolvency, receivership, liquidation, or similar proceeding.

Section 9.09. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy and such proceeding has been discontinued or abandoned, or has been determined adversely to the Trustee or such Holder, then, subject to any determination in such proceeding, the Company, the Trustee, and the Holders shall be restored severally and respectively to their former positions under this Indenture.

Section 9.10. Rights and Remedies Cumulative. Except as otherwise provided in this Indenture, no right or remedy conferred in this Indenture upon or reserved to the Trustee or the Holders is intended to be exclusive of any other right or remedy, and each right and remedy shall be cumulative and in addition to every other right and remedy available at law, in equity, or otherwise.

Section 9.11. Digital Token Remedial Actions. During the continuance of an Event of Default, the Trustee may request that the Company and Transfer Agent take Token Administrative Actions reasonably necessary to preserve the Master Securityholder File, prevent unauthorized transfers, protect Holders’ payment rights, or implement acceleration, redemption, repayment, cancellation, or other remedies under this Indenture. The Trustee shall not be required to operate wallets, hold private keys, validate blockchain transactions, or perform any technical blockchain function.

Article X. — Trustee, Paying Agent, Registrar, Transfer Agent, and Warrant Agent

Section 10.01.    Duties of Trustee.

Section 10.02.    Rights of Trustee. The Trustee may consult with counsel and other professional advisers, and the advice or opinion of such counsel or advisers shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by the Trustee in good faith and in reliance thereon. The Trustee shall not be liable for any action taken or omitted in good faith unless a court of competent jurisdiction determines that the Trustee’s conduct constituted gross negligence or willful misconduct.

Section 10.03.    No Responsibility for Recitals, Calculations, Offering Materials, or Blockchain Records. The Trustee shall not be responsible for the validity, sufficiency, accuracy, or completeness of this Indenture, the Bonds, the Warrant Agreement, any offering document, any disclosure document, any calculation delivered by the Company, any Pool Distribution Statement, the Master Securityholder File, the Blockchain Index, any Digital Bond Token, any smart contract, any Platform record, any wallet record, any on-chain record, or any recital or statement contained therein, except for any express authentication or certification by the Trustee that the Trustee has separately agreed to provide.

Section 10.04.    Compensation and Indemnity. The Company shall pay the Trustee, Paying Agent, Registrar, Transfer Agent, and Warrant Agent such compensation as may be agreed in writing, reimburse each of them for reasonable expenses and advances, and indemnify each of them against any loss, liability, claim, damage, or expense incurred without gross negligence or willful misconduct in connection with the administration of this Indenture, the Bonds, the Digital Bond Tokens, the Warrant Agreement, and the related agency arrangements.

Section 10.05.    Eligibility; Replacement. The Trustee shall at all times be a corporation, trust company, bank, or other qualified institutional fiduciary authorized to exercise corporate trust powers. The Trustee may resign upon 30 days’ written notice to the Company. The Required Holders may remove the Trustee upon 60 days’ written notice to the Trustee and the Company. Any resignation or removal shall become effective only upon acceptance of appointment by a successor trustee.

Section 10.06.    Successor Trustee. The Company shall appoint a successor trustee upon any resignation, removal, incapacity, or disqualification of the Trustee. If no successor trustee has accepted appointment within 60 days after notice of resignation or removal, the Trustee, the Company, or the Required Holders may petition a court of competent jurisdiction for appointment of a successor trustee.

Section 10.07.    Paying Agent, Registrar, Transfer Agent, and Digital Bond Token Administration. The Transfer Agent shall serve as initial Paying Agent and Registrar for the Bonds. The Transfer Agent shall maintain the Master Securityholder File as the official record of legal ownership of the Bonds and shall administer the issuance, custody, transfer, whitelisting, reconciliation, freeze, burn, re-mint, cancellation, and other administrative functions for the Digital Bond Tokens. The Paying Agent shall receive funds from the Company for payment on the Bonds and shall remit such funds to Holders according to the Master Securityholder File, the Bond Register, the Platform, and its customary procedures.

Section 10.08.    Agency Records. The Company shall furnish to the Trustee, Paying Agent, Registrar, Transfer Agent, and Warrant Agent all information reasonably necessary to perform their respective duties, including Holder names, addresses, tax identification information to the extent required for payment processing, principal amounts, warrant identification numbers, transfer restrictions, payment instructions, Revenue Participation Pool payment allocations, Investor Account information, Whitelisted Wallet information, and Digital Bond Token records. The Transfer Agent shall maintain the Master Securityholder File and such Blockchain Index, wallet, Platform, transfer, reconciliation, payment, and Token Administrative Action records as it determines are reasonably necessary to administer the Bonds.

Section 10.09.    Money Held in Trust. Money held by the Paying Agent for payment on the Bonds shall be held for the benefit of the Persons entitled thereto, subject to applicable abandoned-property laws. Any money deposited with the Trustee or Paying Agent for payment on the Bonds that remains unclaimed for the applicable state law term after such payment became due may be repaid to the Company upon Company order, after which the applicable Holder shall look only to the Company for payment.

Section 10.10.    Platform Payments. The Transfer Agent, as Paying Agent, shall make payments on the Bonds through the Platform into the designated Investor Accounts of the Holders shown on the Master Securityholder File, unless the Paying Agent approves another payment method. Payment activity may be recorded on-chain for administrative, transparency, or reconciliation purposes. No on-chain payment record shall control over the Paying Agent’s payment records or the Master Securityholder File.

Section 10.11.    Daily Reconciliation; Reliance on MSF. The Transfer Agent shall perform daily reconciliation between the Blockchain Index and the Master Securityholder File. The Trustee, Paying Agent, Registrar, Transfer Agent, Company, and Holders shall be entitled to rely conclusively on the Master Securityholder File as the official record of legal ownership and principal amount. The Trustee shall have no duty to monitor, validate, audit, index, reconcile, or investigate the Public Blockchain, Blockchain Index, Master Wallet, Platform, Digital Bond Tokens, Whitelisted Wallets, or any on-chain transaction.

Section 10.12.    Administrative Override Rights.

Section 10.13.    Whitelisting and Investor Verification. The Transfer Agent shall administer wallet whitelisting through the Platform. The Transfer Agent may require any Holder or prospective transferee to complete identity verification, sanctions screening, investor eligibility review, transfer-restriction review, tax documentation, account setup, wallet verification, and other procedures before approving any Whitelisted Wallet or recording any transfer. The Transfer Agent may remove, suspend, or restrict any Whitelisted Wallet if it determines in good faith that continued approval is not appropriate under this Indenture, applicable law, Platform procedures, or transfer restrictions.

Section 10.14.    Public Blockchain Risks; No Trustee Duties. The Company, Transfer Agent, Registrar, and Paying Agent may administer the Bonds using the Public Blockchain and the Platform, but the Trustee shall have no responsibility for the selection, operation, security, availability, validation, indexing, governance, upgrade, fork, migration, custody, or technical performance of the Public Blockchain, the Master Wallet, the Platform, any smart contract, any Whitelisted Wallet, or any Digital Bond Token. The Trustee shall not be required to hold private keys, operate a node, monitor on-chain transactions, verify wallet ownership, or participate in any Token Administrative Action.

Section 10.15.    Replacement of Public Blockchain or Wallet Architecture. The Company and the Transfer Agent may replace, supplement, migrate, or modify the Public Blockchain, Master Wallet, smart contract, token standard, wallet architecture, Platform process, or Blockchain Index used to administer the Bonds if they determine in good faith that doing so is reasonably necessary or advisable for security, regulatory, operational, technological, or administrative reasons. The Master Securityholder File shall control during any such replacement, supplement, migration, or modification.

Article XI. — Amendments, Supplements, and Waivers

Section 11.01.    Without Holder Consent. The Company and the Trustee may amend or supplement this Indenture, the Bonds, or any exhibit without Holder consent to:

Section 11.02.    With Required Holder Consent. Except as provided in Section 11.03 of this Article, the Company and the Trustee may amend or supplement this Indenture, the Bonds, or any exhibit with the consent of the Required Holders, and the Required Holders may waive any existing Default or Event of Default and its consequences.

Section 11.03.    Consent of Each Affected Holder. Without the consent of each Holder affected, no amendment, supplement, or waiver shall:

Section 11.04.    Revocation and Effect of Consents. A consent by a Holder shall bind such Holder and every subsequent Holder of the same Bond, unless the consent is revoked before the amendment, supplement, or waiver becomes effective. After an amendment, supplement, or waiver becomes effective, it shall bind every Holder.

Section 11.05.    Notation on Bonds and Digital Records. The Trustee, Registrar, Transfer Agent, or Warrant Agent may place an appropriate notation about any amendment, supplement, or waiver on the Master Securityholder File, Bond Register, Warrant register, Platform record, Digital Bond Token record, or other applicable administrative record. No physical notation on a certificate shall be required unless certificated securities are issued in accordance with this Indenture.

Section 11.06.    Trustee Execution of Amendments. The Trustee shall execute any amendment or supplemental indenture authorized under this Article if the amendment or supplemental indenture does not adversely affect the rights, duties, liabilities, protections, or immunities of the Trustee. The Company shall deliver to the Trustee an Officer’s Certificate and, if reasonably requested by the Trustee, an Opinion of Counsel stating that the amendment or supplemental indenture is authorized or permitted by this Indenture.

Article XII. — Satisfaction, Discharge, and Defeasance

Section 12.01.    Satisfaction and Discharge. This Indenture shall be satisfied and discharged when:

Section 12.02.    Revenue Participation Pool Reconciliation. Before satisfaction and discharge becomes effective, the Company shall deliver a final Pool Distribution Statement covering the Revenue Measurement Periods ending on or before the satisfaction and discharge date and shall deposit or cause to be paid the balance of the Revenue Participation Pool, Accrued Shortfall, Priority Return, earned and unpaid Excess Revenue Distributions, and other amounts then required under Article III.

Section 12.03.    Digital Bond Token Reconciliation. Before or promptly after satisfaction and discharge becomes effective, the Company and Transfer Agent shall cooperate to reflect the satisfaction and discharge on the Master Securityholder File, Bond Register, Platform records, and, as applicable, Digital Bond Token records. The Transfer Agent may freeze, burn, cancel, re-mint, restrict, or otherwise adjust Digital Bond Tokens to reflect payment, cancellation, discharge, or non-Outstanding status, provided that the Master Securityholder File shall control.

Section 12.04.    Surviving Obligations. Notwithstanding satisfaction and discharge, the Company’s obligations with respect to compensation and indemnity of the Trustee, Paying Agent, Registrar, Transfer Agent, and Warrant Agent, payment of unclaimed funds, transfer and exchange procedures necessary to complete payment, final Revenue Participation Pool reconciliation, correction of calculation errors, resolution of payment disputes, Digital Bond Token administration, Token Administrative Actions, Platform payment records, Master Securityholder File records, reconciliation of on-chain records, and any obligations relating to Detached Warrants or other expressly surviving Warrant Agreement obligations shall survive.

Section 12.05.    Defeasance. The Company may defease its payment obligations with respect to any Bonds by irrevocably depositing with the Paying Agent U.S. dollars or U.S. Government Obligations sufficient, in the opinion of an independent public accounting firm acceptable to the Company and the Trustee, to pay all amounts due on such Bonds through maturity, redemption, or Change of Control buyout, together with an Officer’s Certificate and Opinion of Counsel confirming that such defeasance complies with this Indenture.

Section 12.06.    Effect of Defeasance on Revenue Participation Pool. Unless the defeasance deposit includes an amount sufficient to pay all Accrued Shortfall, all Priority Return through the applicable payment date, all earned and unpaid Excess Revenue Distributions, and all other amounts then payable from or in respect of the Revenue Participation Pool, the Company’s obligations under Article III shall continue until such amounts are paid in full. No defeasance shall increase the Annual Distribution Cap or accelerate unearned Excess Revenue Distributions unless expressly provided in the defeasance documents and approved in accordance with Article XI.

Section 12.07.    Effect on Detached Warrants. Satisfaction, discharge, defeasance, redemption, Change of Control buyout, maturity, cancellation, or Token Administrative Action with respect to any Bond shall not cancel, terminate, or otherwise impair any Detached Warrant unless the Warrant has been exercised, cancelled, cashed out, assumed, substituted, or terminated in accordance with the Warrant Agreement.

Article XIII. — Dispute Resolution; Arbitration; Waivers

Section 13.01.    Agreement to Arbitrate. Except as provided in Section 13.07, Section 13.09 and Section 13.10, any dispute, claim, or controversy arising out of or relating to this Indenture, the Bonds, the Offering Circular, the subscription for or purchase of the Bonds, the ownership, transfer, redemption, repayment, payment, administration, or enforcement of the Bonds, or the relationship among the Company, the Trustee, any Holder, and any other applicable agent or service provider with respect to the Bonds shall be resolved by final and binding arbitration.

Section 13.02.    The agreement to arbitrate in this Article shall apply to claims whether based in contract, tort, statute, regulation, common law, equity, misrepresentation, fraud, omission, negligence, breach of duty, or any other legal or equitable theory, except to the extent a claim is expressly excluded under this Article XIII or applicable law prohibits arbitration of such claim.

Section 13.03.    Arbitration Procedures. Arbitration shall be administered by JAMS under its applicable commercial arbitration rules, consumer arbitration rules, securities arbitration rules, or other rules designated in the applicable subscription agreement, Offering Circular, or notice to Holders, as modified by this Indenture. Unless the parties to the arbitration agree otherwise:

Section 13.04.    Delegation; Arbitrability. Except to the extent prohibited by applicable law, the arbitrator shall have authority to resolve disputes concerning the interpretation, applicability, scope, formation, enforceability, revocability, or validity of this Article, including any contention that all or part of this Article is void or voidable.

Section 13.05.    Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, EACH HOLDER, AND EACH PERSON CLAIMING THROUGH OR ON BEHALF OF A HOLDER WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INDENTURE, THE BONDS, THE OFFERING CIRCULAR, THE SUBSCRIPTION FOR OR PURCHASE OF THE BONDS, OR THE OWNERSHIP, TRANSFER, REDEMPTION, REPAYMENT, PAYMENT, ADMINISTRATION, OR ENFORCEMENT OF THE BONDS, WHETHER SUCH CLAIM IS ASSERTED IN COURT OR IN ARBITRATION-RELATED PROCEEDINGS.

Section 13.06.    Class Action and Representative Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, EACH HOLDER, AND EACH PERSON CLAIMING THROUGH OR ON BEHALF OF A HOLDER AGREES THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE BONDS, THE OFFERING CIRCULAR, THE SUBSCRIPTION FOR OR PURCHASE OF THE BONDS, OR THE OWNERSHIP, TRANSFER, REDEMPTION, REPAYMENT, PAYMENT, ADMINISTRATION, OR ENFORCEMENT OF THE BONDS SHALL BE BROUGHT ONLY IN SUCH PERSON’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR PARTICIPANT IN ANY CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION.

No arbitration or court proceeding may be joined, consolidated, or combined with any other arbitration or proceeding involving another Holder or other Person, except to the extent all parties to the affected proceedings consent in writing or such limitation is prohibited by applicable law.

Section 13.07.    Holder Opt-Out Right. A Holder may opt out of the arbitration agreement, jury trial waiver, and class action and representative action waiver set forth in this Article by delivering a completed opt-out notice to the Company within 30 days after the later of:

An effective opt-out notice applies only to the Bonds held by the Holder delivering the notice and only with respect to such Holder. An opt-out notice does not affect any other provision of this Indenture or any dispute resolution agreement of any other Holder. Failure to deliver a timely and complete opt-out notice shall constitute acceptance of the arbitration agreement, jury trial waiver, and class action and representative action waiver set forth in this Article.

Section 13.08.    Federal Securities Law Legends; No Waiver of Compliance.

Legend Regarding Arbitration Provision. The arbitration provision in this Article is not intended to be deemed a waiver by the Company or any Holder of the Company’s compliance with the U.S. Federal Securities Laws and the rules and regulations thereunder.

Legend Regarding Jury Trial Waiver and Class Action Waiver. The jury trial waiver and class action and representative action waiver in this Article are not intended to be deemed a waiver by the Company or any Holder of the Company’s compliance with the U.S. Federal Securities Laws and the rules and regulations thereunder.

Section 13.09.    Nothing in this Article shall be construed to limit the substantive rights, remedies, or protections available to any Holder under the U.S. Federal Securities Laws or to limit the ability of any Holder, the Company, the Trustee, or any other Person to communicate with, file a charge or complaint with, respond to an inquiry from, or participate in an investigation or proceeding conducted by the Securities and Exchange Commission or any other governmental authority.

Section 13.10.    Injunctive Relief; Collection Actions. Notwithstanding the foregoing, the Company, Trustee, Registrar, Paying Agent, Transfer Agent, or any Holder may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief in a court of competent jurisdiction to preserve the status quo, prevent irreparable harm, enforce transfer restrictions, protect the Bond Register, address the Master Securityholder File, comply with legal process, or prevent unauthorized transfers, cybersecurity incidents, or misuse of confidential information.

The filing of an action for such relief shall not waive the right to compel arbitration of any arbitrable claim.

Section 13.11.    Severability of Dispute Resolution Provisions. If any provision of this Article is held invalid, illegal, or unenforceable, the remaining provisions shall remain in effect to the fullest extent permitted by law. If the class action or representative action waiver is held unenforceable with respect to a particular claim and such claim cannot proceed in arbitration on an individual basis, then that claim shall proceed in a court of competent jurisdiction, and any arbitrable individual claims shall be arbitrated.

Article XIV. — Miscellaneous

Section 14.01.    Notices. All notices under this Indenture shall be in writing and delivered by personal delivery, nationally recognized overnight courier, registered or certified mail, electronic mail with confirmation of transmission, Platform notice, or other method approved by the Transfer Agent for communications with Holders, to the following addresses or such other address as a party may designate by notice:

Section 14.02.    Governing Law. This Indenture, the Bonds, and, except as otherwise provided therein, the Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflict-of-laws principles that would require application of the laws of another jurisdiction.

Section 14.03.    Submission to Jurisdiction. Subject to Article XIII, the Company, the Trustee, and each Holder by acceptance of a Bond irrevocably submits to the jurisdiction of the state and federal courts located in Southern District of New York for any action or proceeding arising out of or relating to this Indenture or the Bonds that is not required to be arbitrated under Article XIII.

Section 14.04.    Benefits of Indenture. Nothing in this Indenture or the Bonds shall give any Person other than the Company, the Trustee, the Registrar, the Paying Agent, the Transfer Agent, the Holders, and their respective permitted successors and assigns any legal or equitable right, remedy, or claim under this Indenture, except as expressly provided herein.

Section 14.05.    No Personal Liability. No director, officer, employee, equityholder, member, manager, incorporator, or Affiliate of the Company shall have any liability for any obligations of the Company under the Bonds or this Indenture solely by reason of such status.

Section 14.06.    Successors and Assigns. This Indenture shall bind and benefit the Company, the Trustee, the Paying Agent, the Registrar, the Transfer Agent, the Warrant Agent, the Holders, and their respective permitted successors and assigns.

Section 14.07.    Severability. If any provision of this Indenture is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

Section 14.08.    Withholding Taxes. Each Holder of a Bond agrees that, in the event that it is deemed to have received a distribution that is subject to U.S. federal income tax as a result of any payment under the Bond and pursuant to this Indenture, any resulting withholding taxes (including backup withholding) may be withheld from interest and payments upon repurchase, redemption, change of control or maturity of the Bonds to the extent required by applicable law. In addition, each Holder of a Bond agrees that if any withholding taxes (including backup withholding) are paid on behalf of such Holder then those withholding taxes may be withheld from or set off against payments of cash or the delivery of other consideration (including the Warrants), if any, in respect of the Bonds (or, in some circumstances, any payments on the Warrants or common stock issuable thereto) or sale proceeds received by, or other funds or assets of, such Holder.

Section 14.09.    Counterparts; Electronic Signatures. This Indenture may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be effective as originals.

Section 14.10.    Entire Agreement. This Indenture, the Bonds, the Warrant Agreement, the exhibits, schedules, and any written agency, escrow, reserve, Platform, Digital Bond Token, wallet, or Revenue Participation Pool account agreements executed in connection herewith constitute the entire agreement of the parties with respect to their subject matter and supersede all prior understandings with respect thereto.

Section 14.11.    Interpretation of Exhibits and Illustrations. The exhibits, schedules, forms, examples, and illustrations attached to or included in this Indenture are part of this Indenture to the extent expressly stated. Non-operative examples and illustrations are included solely for convenience and shall not modify, expand, or limit the operative provisions of this Indenture.

Section 14.12.    No Raw Blockchain Record Supremacy. No provision of this Indenture shall be construed to make any Public Blockchain, Blockchain Index, Master Wallet, Whitelisted Wallet, Digital Bond Token, smart contract, transaction hash, block explorer entry, or on-chain record the official record of legal ownership of the Bonds. The Master Securityholder File shall control for all purposes.

Signatures on the Following Page

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

Acknowledged and agreed as to Articles II, III, IV, V, VI, X, XII, and applicable administrative provisions set forth on Exhibit C:

Signature Page to Indenture

Exhibit A — Form of Bond

Exhibit B — Form of Warrant Agreement

Exhibit C — Transfer, Registrar, Paying Agent, Digital Bond Token, and Revenue Participation Pool Administrative Provisions

Exhibit D — Form of Officer’s Compliance Certificate

The undersigned Authorized Officer of Nomyx Technology Labs Inc. certifies, as of [CERTIFICATE DATE], as follows:

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Compliance Certificate as of the date first written above.

Exhibit E — Form of Pool Distribution Statement

This Pool Distribution Statement is delivered pursuant to Article III of the Indenture for the quarterly distribution cycle ending [QUARTERLY PERIOD END DATE].

Schedule 1 — Permitted Indebtedness and Permitted Liens

Form of Holder Arbitration and Waiver Opt-Out Notice

ARBITRATION, JURY TRIAL WAIVER, AND CLASS ACTION WAIVER OPT-OUT NOTICE

The undersigned Holder hereby elects to opt out of the arbitration agreement, jury trial waiver, and class action and representative action waiver set forth in Article XIII of the Indenture governing the Bonds identified above.

The undersigned Holder acknowledges and agrees that:

The Holder must deliver this completed and signed opt-out notice to the Company by one of the following approved methods:

By signing below, the undersigned Holder certifies that the information provided in this notice is true and correct and confirms the Holder’s election to opt out of the arbitration agreement, jury trial waiver, and class action and representative action waiver described above.

If signing on behalf of an entity, trust, estate, custodial account, or another Person, the signer represents that the signer has authority to submit this opt-out notice on behalf of the Holder identified above.

The Company acknowledges receipt of this opt-out notice from the Holder identified above.