ENTERPRISE AI TRANSFORMATION AND GROWTH PARTNERSHIP - ANNUAL MANAGED SERVICES PROPOSAL AND AGREEMENT BETWEEN RAPHAEL PHARMACEUTICAL INC. AND AICREATESAI INC., EFFECTIVE JULY 30, 2026

Exhibit 10.1

AICREATESAI

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ENTERPRISE AI TRANSFORMATION & GROWTH PARTNERSHIP

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ANNUAL MANAGED SERVICES PROPOSAL AND AGREEMENT

Prepared for** **

Raphael Pharmaceutical, Inc.

Prepared by

AIcreatesAI Inc. | Powered by Eve

July 27, 2026 | Confidential Board Proposal

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One managed AI operating partner for digital transformation, product commercialization, research intelligence, marketing, partnerships, and measurable growth.

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BOARD DECISION BRIEF

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A complete year-one operating partnership

AIcreatesAI will serve as Raphael’s managed AI transformation, commercialization, communications, product, and growth operations partner - not merely as a software vendor or advertising agency.

THE BOARD OPPORTUNITY

For $180,000 over one year, Raphael gains a coordinated operating capability spanning strategy, technology, content, customer acquisition, product research, partnerships, investor communications, and executive reporting. AIcreatesAI will manage the system, accounts, workflows, and day-to-day execution so Raphael can move faster without immediately building multiple internal departments.

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Requested authorization

01 / ANNUAL PARTNERSHIP

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Executive Vision

Raphael can transform from a company with promising science and a product opportunity into a visible, digitally enabled, commercially organized health-innovation platform.

This partnership is designed to give Raphael a practical operating system for the next stage of growth. AIcreatesAI will deploy Eve as a managed environment that can continuously research, organize, create, coordinate, publish, measure, and improve work across the company.

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What changes after approval

NOT AN AI SOFTWARE HANDOFF

AIcreatesAI will operate the Eve environment for Raphael. Our team will configure workflows, interact with the AI, administer authorized accounts, manage calendars and queues, review outputs, coordinate approvals, and keep execution moving. Raphael will not be expected to hire an employee simply to operate the system.

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02 / ANNUAL PARTNERSHIP

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The Raphael AI Business Operating System

Eve becomes the orchestration layer connecting Raphael’s strategy, science, products, customers, partners, investors, and board.

Managed operating team

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Operating principles

03 / ANNUAL PARTNERSHIP

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Year-One Outcomes

The program is structured around tangible assets, active operating systems, and measurable growth evidence.

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04 / ANNUAL PARTNERSHIP

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Website, Digital Presence and Company Infrastructure

Build a modern digital ecosystem that presents one coherent Raphael story while serving multiple audiences.

Corporate website transformation

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RaphaWell commerce and education center

OWNERSHIP AND CONTINUITY

Raphael will own its domains, accounts, data, brand assets, and company-specific content. AIcreatesAI will document access, maintain administrative continuity, and provide a transition package at the end of the term, subject to payment of all amounts due.

05 / ANNUAL PARTNERSHIP

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RaphaWell Mobile Application and Commerce Experience

Turn RaphaWell into an accessible, recurring customer relationship rather than a one-time product transaction.

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Delivery model

AIcreatesAI will design and build one cross-platform mobile application MVP during the initial term. The target is a launch-ready application for iOS and Android distribution, or an equivalent installable web application if that is faster or more appropriate. Store submission, payment-provider approval, production credentials, and publication remain subject to third-party review and Raphael’s timely approvals.

Expansion pathways

06 / ANNUAL PARTNERSHIP

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RaphaWell Brand and Product-Line Expansion

Create a disciplined process for turning RaphaWell from a single launch into a broader health and wellness product platform.

Brand architecture

AIcreatesAI will help define how Raphael Pharmaceutical, RaphaWell, individual products, scientific programs, and future consumer brands relate to one another. The goal is a portfolio that can grow without confusing consumers, regulators, partners, or investors.

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AI-assisted product and brand opportunity engine

07 / ANNUAL PARTNERSHIP

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AI Research Intelligence and Global Innovation Network

Create a structured place where scientific ideas can be found, submitted, evaluated, and advanced without losing control of intellectual property or regulated decision-making.

Raphael Global Innovation Exchange - proposed working concept

AIcreatesAI will design an online collaboration and submission environment where qualified PhDs, physicians, researchers, universities, laboratories, inventors, product developers, and strategic partners can present ideas, research concepts, formulations, indications, technologies, or collaboration proposals for Raphael’s consideration.

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AI-supported research services

CRITICAL BOUNDARY

AIcreatesAI will not independently validate efficacy, conduct clinical trials, make medical decisions, handle protected health information in a public collaboration area, or authorize product claims. All regulated and scientific decisions remain with Raphael and its qualified advisers.

08 / ANNUAL PARTNERSHIP

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Marketing, Social Media, Content and Public Visibility

Operate a continuous, education-led communications engine that gives Raphael more visibility while protecting credibility.

Channel creation and management

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Annual content engine

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Campaign programs

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Paid advertising, sponsorships, creator compensation, media placement, press distribution, list rental, and production expenses are separate third-party costs and require prior written approval.

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09 / ANNUAL PARTNERSHIP

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CRM, Customer Lifecycle and Community Operations

Convert attention into organized relationships, measurable follow-up, revenue opportunities, and long-term trust.

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Community experience

The community layer may include approved education, events, expert discussions, product updates, customer stories, surveys, contributor activities, distributor communication, and future token or rewards programs where legally permitted. AIcreatesAI will create moderation and escalation rules to protect Raphael from unsupported medical statements, securities promotion, privacy violations, and reputational risk.

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10 / ANNUAL PARTNERSHIP

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Partnership, Distribution and Business Development Engine

Use AI to expand the number and quality of relationships Raphael can investigate, contact, manage, and convert.

Priority partner categories

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Managed business-development workflow

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Broker-dealer and shareholder support

AIcreatesAI will continue researching broker-dealers and custodians that may accept eligible RAPH shares, support individual shareholder account applications, or assist with electronic share transfers. We will prepare issuer information packages, coordinate inquiries, organize responses, and help shareholders understand the process. Each broker-dealer retains sole discretion regarding account approval, securities acceptance, compliance review, and trading permissions.

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11 / ANNUAL PARTNERSHIP

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Payments, Financial Rails and Commerce Operations

Connect the customer experience to compliant providers for collection, settlement, reporting, and future international expansion.

Included coordination and implementation support

LICENSED-PROVIDER MODEL

AIcreatesAI is not a bank, payment institution, money transmitter, broker-dealer, exchange, custodian, transfer agent, or investment adviser. Regulated financial functions will be provided only by appropriately licensed third parties. Raphael will enter into and pay for third-party provider agreements unless otherwise agreed in writing.

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12 / ANNUAL PARTNERSHIP

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Investor Relations, Corporate Communications and Capital Readiness

Turn operational progress into a consistent, evidence-based story for shareholders, partners, and the capital markets.

Managed investor and corporate communications

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Token and community financing initiatives

At Raphael’s direction, AIcreatesAI may support feasibility, planning, technology, content, community, dashboards, and partner coordination for a separate RaphaWell Research & Access initiative or comparable structure. No token should represent RAPH stock, Raphael equity, core patent ownership, guaranteed royalties, or guaranteed returns. Any initiative is subject to board authorization and qualified securities, public-company, healthcare, tax, accounting, and jurisdictional counsel.

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COMMUNICATIONS CONTROL

Raphael retains final authority and responsibility for SEC disclosures, investor communications, financing statements, token language, medical and scientific statements, partnership announcements, and all public release approvals.

13 / ANNUAL PARTNERSHIP

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Executive Dashboards, Reporting and Board Intelligence

Give management and directors a practical view of what is happening, what is working, what is blocked, and what should happen next.

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Management cadence

14 / ANNUAL PARTNERSHIP

Twelve-Month Execution Roadmap

A phased program that establishes control first, launches customer-facing systems second, expands the portfolio third, and packages results for scale.

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First 30 days

1. Confirm board priorities, points of contact, reviewers, product status, target audiences, territories, and allowable claims.

2. Secure authorized access to website, hosting, domains, analytics, social, email, CRM, investor data, brand assets, and partner information.

3. Create the joint annual backlog, approval workflow, first 90-day sprint, and KPI baseline.

4. Begin website architecture, mobile application specification, CRM cleanup, social setup, press calendar, partner research, and product opportunity research.

5. Deliver the first executive dashboard and board-facing progress memo.

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15 / ANNUAL PARTNERSHIP

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Annual Deliverables and Service Capacity

A concrete baseline for the first-year managed partnership, prioritized through the monthly operating plan.

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The parties may rebalance production among deliverables to address changing priorities, urgent opportunities, regulatory needs, product readiness, or board direction. Material additions or changes that substantially increase complexity, volume, risk, integrations, or specialist resources require a written change order.

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16 / ANNUAL PARTNERSHIP

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Governance, Approvals and Responsibility Matrix

Move quickly while preserving clear control over scientific, medical, legal, financial, and public-company decisions.

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Approval workflow

1. AIcreatesAI prepares work using approved sources and the current operating plan.

2. The appropriate Raphael reviewer receives the draft with identified decisions, claims, risks, or missing information.

3. Raphael approves, rejects, or requests revisions within the agreed review window.

4. AIcreatesAI publishes or executes only after required approval.

5. Material corrections, complaints, safety matters, data incidents, or regulatory issues are escalated immediately.

STANDARD REVIEW WINDOW

Raphael should make reasonable efforts to review routine materials within two business days and time-sensitive materials within the mutually agreed deadline. Delays in access, materials, approvals, or third-party decisions may shift the roadmap without reducing the annual fee.

17 / ANNUAL PARTNERSHIP

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Raphael Access, Inputs and Dependencies

The managed service can move quickly only when the operating team has accurate information, secure access, and defined decision-makers.

Raphael will provide or authorize

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Credential and data security

Credentials should be shared through a secure password-management or delegated-access system. Multi-factor authentication should be enabled where available. Raphael should create separate authorized accounts for AIcreatesAI when practical. The parties will limit access according to role and promptly revoke access when no longer needed.

Protected health information, clinical participant data, sensitive patient records, non-public trial data, and other specially regulated data will not be placed into ordinary AI or public collaboration systems. Any such work requires a separately approved environment, data-processing terms, and any legally required business associate or privacy agreements.

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18 / ANNUAL PARTNERSHIP

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Commercial Terms

A 12-month committed managed-services engagement designed to support a broad, connected transformation program.

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Change requests

Minor adjustments reasonably required to complete the listed deliverables are included. A written change order or separate statement of work is required when a request materially changes the volume, complexity, integrations, risk, specialist resources, timeline, or third-party cost. Examples include additional mobile applications, regulated clinical systems, extensive custom software beyond the MVP, large call-center operations, 24-hour moderation, major multilingual expansion, smart contracts, token issuance, exchange listing, manufacturing, clinical trials, or substantial professional production.

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19 / ANNUAL PARTNERSHIP

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Managed Services Agreement Terms

These terms convert the proposal into the operating agreement between Raphael Pharmaceutical, Inc. and AIcreatesAI Inc., subject to final review by the parties and their counsel.

19.1 Term and commitment

The initial term is twelve months beginning on the Effective Date. The annual fee is committed for the full initial term. Either party may terminate for a material breach that remains uncured for fifteen days after written notice. Termination does not affect accrued payment obligations, approved third-party commitments, confidentiality, ownership, or other provisions intended to survive. The parties may agree in writing to an orderly early transition or revised commercial arrangement.

19.2 Service standard and no guaranteed outcome

AIcreatesAI will perform the services in a professional and commercially reasonable manner. AI, marketing, research, product, partnership, technology, and capital-markets activities involve uncertainty. AIcreatesAI does not guarantee sales, profitability, financing, fundraising, broker-dealer acceptance, stock liquidity, regulatory approval, product approval, scientific results, clinical outcomes, partnership completion, app-store approval, payment-provider approval, media coverage, audience growth, or any specific business result.

19.3 Compliance and professional-services boundary

Raphael retains final control and responsibility for medical and scientific statements, product claims, adverse-event processes, regulatory status, clinical decisions, SEC disclosures, securities communications, investor materials, token language, financial-service representations, partnership announcements, advertising claims, privacy, and publication approval. AIcreatesAI is not acting as a law firm, medical provider, clinical research organization, broker-dealer, investment adviser, transfer agent, bank, payment institution, money transmitter, exchange, custodian, auditor, or regulatory adviser.

19.4 Intellectual property and account ownership

Raphael owns its trademarks, domains, accounts, data, contact records, company materials, product information, and custom public-facing content created and paid for under this Agreement. AIcreatesAI retains ownership of Eve, its core software, agent frameworks, reusable code, prompts, tools, templates, methods, models, know-how, and pre-existing technology. To the extent a company-specific deliverable contains AIcreatesAI background technology, Raphael receives a perpetual, non-exclusive license to use that background technology as embedded in the paid deliverable. Access to hosted Eve platform services continues only during a paid service or license term unless otherwise agreed.

19.5 Confidentiality

Each party will protect the other party’s non-public business, technical, scientific, financial, customer, partner, investor, security, and strategic information using reasonable care and will use it only for the relationship. Confidentiality does not apply to information lawfully public, already known without restriction, independently developed, or properly received from another source. Required disclosures may be made after reasonable notice where legally permitted.

19.6 Data, security and privacy

AIcreatesAI will use reasonable administrative and technical safeguards for information under its control and will follow Raphael’s authorized access and retention instructions. Raphael is responsible for confirming that it has the right and appropriate consent to provide contact data, materials, images, claims, and records. Specially regulated data requires a separate written data arrangement and appropriate technical environment.

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20 / ANNUAL PARTNERSHIP

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Additional Legal and Operating Provisions

Practical protections for a broad managed-services relationship.

20.1 Third-party services

Third-party platforms, APIs, providers, contractors, payment processors, app stores, social networks, hosting companies, data sources, broker-dealers, and licensed professionals are independent of AIcreatesAI. Their availability, approvals, policies, pricing, performance, security, and decisions are outside AIcreatesAI’s control. AIcreatesAI may recommend or coordinate providers but does not warrant their services.

20.2 Indemnification

Each party will defend and indemnify the other against third-party claims arising from its gross negligence, willful misconduct, material violation of law, or infringement caused by materials it supplied. Raphael will also be responsible for claims arising from product safety, product labeling, approved medical or scientific claims, clinical operations, securities disclosures, regulated activities, or Raphael-supplied data and materials, except to the extent caused by AIcreatesAI’s gross negligence or willful misconduct.

20.3 Limitation of liability

Except for unpaid fees, confidentiality breaches, infringement, indemnification obligations, gross negligence, or willful misconduct, neither party will be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits or loss of opportunity. AIcreatesAI’s aggregate liability arising from this Agreement will not exceed the fees paid to AIcreatesAI during the six months immediately preceding the event giving rise to the claim, to the maximum extent permitted by law.

20.4 Independent contractor

AIcreatesAI is an independent contractor. The managed-service and augmented-team language describes the operating relationship and does not create employment, partnership, fiduciary, joint-venture, or agency authority. Neither party may bind the other except through express written authorization.

20.5 Publicity

Neither party may announce the relationship or use the other party’s name, logo, trademarks, scientific claims, or partnership statements publicly without prior approval, except for legally required disclosures. Approved announcements may describe AIcreatesAI and Eve as Raphael’s managed AI operations and growth partner.

20.6 Governing law and venue

This Agreement is governed by Florida law, without regard to conflict-of-law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Miami-Dade County, Florida, unless they agree in writing to arbitration or another forum.

20.7 Notices, assignment, force majeure and entire agreement

Notices will be sent to the business and email addresses designated by each party. Neither party may assign this Agreement without the other party’s consent, except in connection with a merger, reorganization, sale of substantially all assets, or affiliate restructuring that does not reduce performance. Neither party is liable for delays caused by events beyond reasonable control. This document and signed change orders are the entire agreement concerning the services and may be amended only in writing signed by authorized representatives.

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21 / ANNUAL PARTNERSHIP

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Board Approval and Acceptance

Approval activates the annual operating partnership and authorizes the first 30-day transformation sprint.

PROPOSED BOARD RESOLUTION

RESOLVED, that Raphael Pharmaceutical, Inc. approves the Enterprise AI Transformation and Growth Partnership with AIcreatesAI Inc. for an initial term of twelve months and an annual managed-services fee of $180,000, payable in monthly installments of $15,000, and authorizes the appropriate officers to finalize, execute, and administer the Agreement and approved third-party expenditures consistent with the company’s policies and legal obligations.

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Acceptance

By signing below, the parties acknowledge that they have reviewed this Proposal and Agreement, intend to be bound by its terms, and will cooperate in good faith to establish the operating environment, annual roadmap, access, approval process, and first 90-day priorities.

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Effective Date: the date of the last signature above, unless otherwise specified in a written amendment.

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APPENDIX A / ANNUAL PARTNERSHIP

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First 30-Day Activation Checklist

A fast, controlled start that gives the board immediate visibility and establishes the foundation for the full year.

APPENDIX B / ANNUAL PARTNERSHIP

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Scope Assumptions and Excluded Professional Costs

AIcreatesAI manages the transformation program and coordinates the ecosystem; regulated, clinical, manufacturing, media, and other specialist expenses remain separately funded.

Common third-party and pass-through costs

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Separate scope unless added by change order

THE MANAGEMENT PROMISE

Even where a third-party specialist or provider is required, AIcreatesAI can research options, prepare requirements, organize diligence, coordinate communications, track decisions, integrate approved systems, and report progress as part of the managed operating program.

FINAL / ANNUAL PARTNERSHIP

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The Year-One Proposition

Raphael supplies the scientific vision, product rights, leadership, and decisions. AIcreatesAI supplies the managed operating system that helps turn those assets into products, customers, partners, data, visibility, and future opportunity.

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ONE PARTNER. ONE COMMAND CENTER. ONE YEAR OF EXECUTION.

The proposed $180,000 annual partnership gives Raphael a standing AI-powered digital, product, marketing, research, partnership, and communications operation - with human oversight, board reporting, and a roadmap designed to compound in value throughout the year.

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AIcreatesAI Inc. | Eve - The AI Business Operating System

CONFIDENTIAL - FOR RAPHAEL PHARMACEUTICAL BOARD REVIEW

Expanded Newsletter Services

AIcreatesAI shall increase its annual newsletter and email campaign capacity from forty-eight (48) to forty-eight (48) planned newsletters and/or email campaigns during each twelve (12)-month term, subject to Raphael’s review and approval procedures.

Deferred Payment Arrangement

The Parties acknowledge that Raphael Pharmaceutical, Inc. is presently in its commercialization and capital-raising stage and may not have sufficient operating cash to satisfy payment obligations as they become due. Any unpaid invoice shall automatically become a deferred payment obligation of the Company and shall remain fully payable upon the Company’s receipt of financing, capital investment, commercial revenues, or other available financial resources.

Equity Conversion Option

If the Company is unable to satisfy any deferred payment obligation in cash, the Company may, with the written consent of AIcreatesAI, satisfy all or part of such obligation through the issuance of shares of the Company’s Common Stock, in compliance with applicable securities laws and OTC Markets requirements, at a valuation mutually agreed upon by the Parties.

No Default Due to Temporary Lack of Funds

Any delay in payment resulting solely from the Company’s temporary lack of available funds shall not constitute a breach or event of default under this Agreement.

Standstill

AIcreatesAI agrees that it will not initiate legal proceedings against the Company solely because payment has been deferred due to insufficient available funds, provided that the outstanding balance remains a valid and enforceable contractual obligation until paid in cash or satisfied through an agreed equity issuance.

Survival of Payment Obligation

Nothing in these provisions shall constitute a waiver or forgiveness of any amount owed. All deferred amounts shall remain due and payable until fully satisfied in accordance with this Agreement.

Commercial Terms Addendum (Integrated)

1. Deferred Payment. If Raphael temporarily lacks sufficient operating funds, unpaid invoices shall be deferred until financing, investment or commercial revenues become available. Such delay shall not constitute a default under this Agreement.

2. Equity Payment Option. With the written consent of AIcreatesAI, Raphael may satisfy deferred payment obligations through the issuance of Company common shares in compliance with applicable securities laws and OTC Markets requirements.

3. Digital Token Platform. As part of the Services, AIcreatesAI shall design, develop and maintain a Company-branded digital token platform, subject to Board approval and applicable law.

4. Revenue Participation. In consideration for the ongoing operation and maintenance of the digital token platform, AIcreatesAI shall receive two percent (2%) of the net profits generated from the platform, separate from the annual service fee.