EXHIBIT 10.6

Exhibit 10.6

19-01 Route 208 North ● Fair Lawn, New Jersey 07410
Phone 1-800-344-1200 ● ColumbiaBankOnline.com

Dear Mr Turiz:

We are pleased to inform you that Columbia Bank has amended your request for financing as follows:

Security:

** **

b) Life Insurance and Assignment of the policy in the amount of $5,000,000.00 on the life of Antonino Turzi. This condition is deleted.

Expiration: If the Loan fails to close prior to February 28, 2025, then this commitment shall automatically be deemed cancelled unless formally extended by the Lender in writing.

All other terms and conditions remain the same.

Page 1 of 1

	U.S. Small Business Administration Terms And Conditions

As stated below, SBA’s guaranty is subject to the terms and conditions digitally submitted in E-Tran (including any changes) and the Lender’s compliance with all applicable SBA Loan Program Requirements as defined in 13 CFR 120.10. Lender must have a valid SBA Loan Guaranty Agreement (Form 750) applicable to the Preferred Lenders Program.

Borrower

SBA approves the Lender’s request for SBA to guarantee 75.00% of a loan (“Loan”) in the amount of $5,000,000.00.

Notwithstanding any provision in this Note to the contrary:

Borrower may prepay this Note. Borrower may prepay 20 percent or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20 percent and the Loan has

been sold on the secondary market, Borrower must:

If Borrower does not prepay within 30 days from the date Lender receives the notice, Borrower must give Lender a new notice.

$5,000,000.00 is the total amount of proceeds.

** **

** **

** **

** **

** **

LOAN AGREEMENT

THIS LOAN AGREEMENT (“Agreement”) is made on February 14, 2025, between REGENLAB USA LLC (the “Borrower”) and COLUMBIA BANK, its successors and/or assigns (the “Lender”) and as identified in the attached Terms And Conditions issued by the U.S. Small Business Administration (“SBA”) to Lender, dated October 29, 2024, SBA Loan Number [*] (“Terms And Conditions”).

SBA has authorized a guaranty of a loan from Lender to Borrower for the amount and under the terms stated in the attached Terms And Conditions (the “Loan”).

In consideration of the promises in this Agreement and for other good and valuable consideration, Borrower and Lender agree as follows

	U.S. Small Business Administration Note

In return for the Loan, Borrower promises to pay to the order of Lender the amount of Five Million and 00/100 ----------($5,000,000.00)---------- Dollars, interest on the unpaid principal balance, and all other amounts required by this Note.

“Collateral” means any property taken as security for payment of this Note or any guarantee of this Note.

“Guarantor” means each person or entity that signs a guarantee of payment of this Note.

“Loan” means the loan evidenced by this Note.

“Loan Documents” means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.

“SBA” means the Small Business Administration, an Agency of the United States of America.

Borrower must make all payments at the place Lender designates. The payment terms for this Note are:

Maturity: This Note will mature in 10 years from date of Note.

Repayment Terms: The interest rate on this Note will fluctuate. The initial interest rate is 10.00% per year. This initial rate is the prime rate in effect on the first business day of the month in which SBA received the loan application, plus 2.00%. The initial interest rate must remain in effect until the first change period begins unless changed in accordance with SOP 50 10.

Borrower must pay principal and interest payments of $66,075.37 every month, beginning one month from the month this Note is dated; payments must be made on the first calendar day in the months they are due.

Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal.

Lender and Borrower may agree to pay an additional amount into an escrow account for payment of real estate taxes and required insurance related to commercial real estate securing the loan when applicable. Any such account must comply with SOP 50 10.

The interest rate will be adjusted every calendar quarter (the “change period”) beginning April 1, 2025 (date of first rate adjustment), and on every July 1, October 1, January 1 and April 1 thereafter.

The “Prime Rate” is the prime rate in effect on the first business day of the month (as published in the Wall Street Journal newspaper or other nationally recognized newspaper) in which SBA received the application, or any interest rate change occurs. Base Rates will be rounded to two decimal places with .004 being rounded down and .005 being rounded up.

The adjusted interest rate will be 2.00% above the Prime Rate. Lender will adjust the interest rate on the first calendar day of each change period. The change in interest rate is effective on that day whether or not Lender gives Borrower notice of the change.

The interest rate identified in the Note may not be changed during the life of the Loan unless changed in accordance with SOP 50 10.

The interest rate adjustment period may only be changed in accordance with SOP 50 10.

Lender must adjust the payment amount at least annually as needed to amortize principal over the remaining term of the note.

If SBA purchases the guaranteed portion of the unpaid principal balance, the interest rate becomes fixed at the rate in effect at the time of the earliest uncured payment default. If there is no uncured payment default, the rate becomes fixed at the rate in effect at the time of purchase.

Loan Prepayment: Notwithstanding any provision in this Note to the contrary:

Borrower may prepay this Note. Borrower may prepay 20% or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20% and the Loan has been sold on the secondary market, Borrower must:

If Borrower does not prepay within 30 days from the date Lender receives the notice, Borrower must give Lender a new notice.

All remaining principal and accrued interest is due and payable 10 years from date of Note.

Late Charge: If a payment on this Note is more than 10 days late, Lender may charge Borrower a late fee of up to 5.00% of the unpaid portion of the regularly scheduled payment.

Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:

Without notice or demand and without giving up any of its rights, Lender may:

Without notice and without Borrower’s consent, Lender may:

expenses to the principal balance;

When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.

Confession of Judgment. IMPORTANT: Maker hereby authorizes and empowers any clerk, prothonotary or attorney of any court of record in the State of Delaware, to appear for it at the suit of Lender on the above obligation, as of any term or time subsequent to the date hereof, and thereupon to confess judgment for the Note, plus interest, cost of suit and counsel fees as herein provided, according to and as permitted by applicable laws and rules of court with stay of execution until the date payment is due. Maker waives any and all rights it may have as a result of any and all manner of error or errors, misprisions, misentries, defects and imperfections whatsoever in connection with said obligation, or any proceeding thereon, or thereto, or anywise touching or concerning the same, and further waives any right of appeal based upon same.

No single exercise of the foregoing power to confess judgment, or a series of judgments, shall be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void, but the power shall continue undiminished and it may be exercised from time to time as often as Lender shall elect until such time as Lender shall have received payment in full of the debt, plus interest and costs.

Maker knowingly, intelligently and voluntarily has agreed to the confession of judgment provision in this Section of this Note and understands after having read same and having been advised that by virtue of this Confession of Judgment (1) Maker has waived their constitutional due process rights to notice and a hearing prior to the entry of judgment against them upon default under this Note; (2) the entry of judgment against Maker will result in a lien against their personal property and real estate and ultimately sale at public auction of their personal property and real estate for credit against the obligation; and (3) in default of payment, in appropriate cases, the Sheriff may seize some portion of Maker’s wages or other income or revenue for credit against the obligation.

The undersigned waives the benefit of any and all exemption laws of the State of Delaware, or elsewhere, and waives demand, presentment, protest and notice of non-payment hereof.

__________ Initial

By signing below, each individual or entity becomes obligated under this Note as Borrower.

ACKNOWLEDGEMENT

STATE OF NEW JERSEY, COUNTY OF BERGEN:

I CERTIFY that on February 14, 2025, ANTONINO TURZI personally came before me and acknowledged under oath, to my satisfaction, that:

LOAN AGREEMENT

This Loan Agreement (“Agreement”) made on February 14, 2025, is by and among **REGENLAB USA LLC ** (the “Borrower”), having an address at 95 Greene Street, Jersey City, New Jersey 07302 and ANTONINO TURZI, having an address at [*] (the “Guarantor”) (Borrower and Guarantor are hereinafter referred to as the “Obligor(s)”) and **COLUMBIA BANK **(“Lender”), having an office at 19-01 Route 208 North, Fair Lawn, New Jersey 07410.

W I T N E S S E T H:

**WHEREAS, ** the Borrower desires to borrow from Lender the principal sum of **FIVE MILLION ($5,000,000.00) DOLLARS ** (the “Loan”) in accordance with the terms and conditions of this Agreement, the Commitment Letter, the Note, the Security Agreement, the Guaranty, the financing statements, and any and all other documents, certificates and instruments executed and delivered by the Obligors in connection herewith to or for the benefit of the Lender (“Loan Documents”); and

**WHEREAS, ** Guarantor is financially interested in the affairs of Borrower and in order to induce Lender to make the Loan to the Borrower, has executed and delivered to Lender their unconditional Guaranty.

**NOW THEREFORE, **in consideration for the Loan, the mutual agreements, covenants, representations, warranties and obligations contained herein, the parties hereto agree as follows:

ARTICLE 1

ARTICLE 2

ARTICLE 3

ARTICLE 4

ARTICLE 5

ARTICLE 6

ARTICLE 7

ARTICLE 8

BY A JUDGE, SITTING WITHOUT A JURY, AND THE UNDERSIGNED BORROWERS AND GUARANTORS HEREBY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY ON ANY MATTERS IN DISPUTE AND BORROWERS AND GUARANTORS HEREBY WAIVE ANY AND ALL CLAIMS IN THE FUTURE FOR DAMAGES AGAINST THE LENDER, OTHER THAN DIRECT COMPENSATORY DAMAGES.

[The Remainder Of This Page Is Intentionally Left Blank]

	U.S. Small Business Administration Unconditional Guarantee

Guarantor unconditionally guarantees payment to Lender of all amounts owing under the Note. This Guarantee remains in effect until the Note is paid in full. Guarantor must pay all amounts due under the Note when Lender makes written demand upon Guarantor. Lender is not required to seek payment from any other source before demanding payment from Guarantor.

The “Note” is the promissory note dated February 14, 2025 in the principal amount of Five Million and 00/100 ($5,000,000.00) Dollars, from Borrower to Lender. It includes any assumption, renewal, substitution, or replacement of the Note, and multiple notes under a line of credit.

“Collateral” means any property taken as security for payment of the Note or any guarantee of the Note.

“Loan” means the loan evidenced by the Note.

“Loan Documents” means the documents related to the Loan signed by Borrower, Guarantor or any other guarantor, or anyone who pledges Collateral.

“SBA” means the Small Business Administration, an Agency of the United States of America.

Lender may take any of the following actions at any time, without notice, without Guarantor’s consent, and without making demand upon Guarantor:

These actions will not release or reduce the obligations of Guarantor or create any rights or claims against Lender.

When SBA is the holder, the Note and this Guarantee will be construed and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Guarantee, Guarantor may not claim or assert any local or state law against SBA to deny any obligation, defeat any claim of SBA, or preempt federal law.

To the extent permitted by law,

Guarantor will preserve the Collateral pledged by Guarantor to secure this Guarantee. Lender has no duty to preserve or dispose of any Collateral.

Under this Guarantee, Guarantor includes heirs and successors, and Lender includes its successors and assigns.

NONE.

Guarantor acknowledges that Guarantor has read and understands the significance of all terms of the Note and this Guarantee, including all waivers.

By signing below, each individual or entity becomes obligated as Guarantor under this Guarantee.

ACKNOWLEDGMENT

**I CERTIFY **that on February 14, 2025, **ANTONINO TURZI **personally came before me and acknowledged under oath, to my satisfaction, that this person (or if more than one, each person): (a) is named in and personally signed this document; and (b) signed, sealed and delivered this document as his or her act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

	U.S. Small Business Administration Security Agreement

Unless otherwise specified, all terms used in this Agreement will have the meanings ascribed to them under the Official Text of the Uniform Commercial Code, as it may be amended from time to time, (“UCC”). “SBA” means the Small Business Administration, an Agency of the U.S. Government.

For value received, the Debtor grants to the Secured Party a security interest in the property described below in paragraph 4 (the “Collateral”).

This Agreement secures the payment and performance of: (a) all obligations under a Note dated February 14, 2025, made by REGENLAB USA LLC, made payable to COLUMBIA BANK, in the amount

of $5,000,000.00 (“Note”), including all costs and expenses (including reasonable attorney’s fees), incurred by Secured Party in the disbursement, administration and collection of the loan evidenced by the Note, (b) all costs and expenses (including reasonable attorney’s fees), incurred by Secured Party in the protection, maintenance and enforcement of the security interest hereby granted; (c) all obligations of the Debtor in any other agreement relating to the Note; and (d) any modifications, renewals, refinancings or extensions of the foregoing obligations.

The Note and all other obligations secured hereby are collectively called the “Obligations.”

The Collateral in which this security interest is granted is all of the Debtor’s property described below, and indicated by an “X” or other mark on the applicable line, now owned or hereafter acquired, together with all replacements, accessions, proceeds, and products.

Debtor will not sell, lease, or otherwise transfer (including by granting security interests, liens, or other encumbrances in) all or any part of the Collateral or Debtor’s interest in the Collateral without Secured Party’s written or electronically communicated approval, except the Debtor may sell inventory in the ordinary course of business on customary terms. Debtor may collect and use amounts due on the accounts and other rights to payment arising or created in the ordinary course of business, until notified by Secured Party in writing or by electronic communication.

Debtor must promptly notify Secured Party by written or electronic communication of any change in location of the Collateral, specifying the new location, Debtor hereby grants to Secured Party the right to inspect the Collateral at all reasonable times and upon reasonable notice. Debtor must: (a) maintain the Collateral in good condition; (b) pay promptly all taxes, judgments, or charges of any kind levied or assessed thereon; (c) keep current all rent or mortgage payments due, if any, on premises where the Collateral is located; and (d) maintain hazard insurance on the Collateral, with an insurance company and in an amount approved by Secured Party (but in no event less than the replacement cost of that Collateral), and including such terms as Secured Party may require including a Lender’s Loss Payable Clause in favor of Secured Party. Debtor hereby assigns to Secured Party any proceeds of such policies and all unearned premiums thereon and authorizes and empowers Secured Party to collect such sums and to execute and endorse in Debtor’s name all proofs of loss, drafts, checks and any other documents necessary for Secured Party to obtain such payments.

Debtor must notify Secured Party by written or electronic communication not less than 30 days before taking any of the following actions: (a) changing or reorganizing the type of organization or form under which it does business; (b) moving, changing its place of business or adding a place of business; (c) changing its jurisdiction of organization; or (d) changing its name. Debtor will pay for the preparation and filing of all documents, Secured Party deems necessary to maintain, perfect and continue the perfection of Secured Party’s security interest in the event of any such change.

Debtor consents, without further notice, to Secured Party’s filing or recording of any documents necessary to perfect, continue, amend or terminate its security interest. Upon request of Secured Party, Debtor must sign or otherwise authenticate all documents that Secured Party deems necessary at any time to allow Secured Party to acquire, perfect, continue or amend its security interest in the Collateral. Debtor will pay the filing and recording costs of any documents relating to Secured Party’s security interest. Debtor ratifies all previous filings and recordings, including financing statements and notations on certificates of title. Debtor will cooperate with Secured Party in obtaining a Control Agreement satisfactory to Secured Party with respect to any Deposit Accounts or Investment Property, or in otherwise obtaining control or possession of that or any other Collateral.

Debtor is in default under this Agreement if: (a) Debtor fails to pay, perform or otherwise comply with any provision of this Agreement; (b) Debtor makes any materially false representation, warranty or certification in, or in connection with, this Agreement, the Note, or any other agreement related to the Note or this Agreement; (c) another secured party or judgment creditor exercises its rights against the Collateral; or (d) an event defined as a “default” under the Obligations occurs. In the event of default and if Secured Party requests, Debtor must assemble and make available all Collateral at a place and time designated by Secured Party. Upon default and at any time thereafter, Secured Party may declare all Obligations secured hereby immediately due and payable, and, in its sole discretion, may proceed to enforce payment of same and exercise any of the rights and remedies available to a secured party by law including those available to it under Article 9 of the UCC that is in effect in the jurisdiction where Debtor or the Collateral is located. Unless otherwise required under applicable law, Secured Party has no obligation to clean or otherwise prepare the Collateral for sale or other disposition and Debtor waives any right it may have to require Secured Party to enforce the security interest or payment or performance of the Obligations against any other person.

When SBA is the holder of the Note, this Agreement will be construed and enforced under federal law, including SBA regulations. Secured Party or SBA may use state or local procedures for filing papers, recording documents, giving notice, enforcing security interests or liens, and for any other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax or liability. As to this Agreement, Debtor may not claim or assert any local or state law against SBA to deny any obligation, defeat any claim of SBA, or preempt federal law.

Unless SBA is the holder of the Note, in which case federal law will govern, Debtor and Secured Party agree that this Agreement will be governed by the laws of the jurisdiction where the Debtor is located, including the UCC as in effect in such jurisdiction and without reference to its conflicts of laws principles.

All rights conferred in this Agreement on Secured Party are in addition to those granted to it by law, and all rights are cumulative and may be exercised simultaneously. Failure of Secured Party to enforce any rights or remedies will not constitute an estoppel or waiver of Secured Party’s ability to exercise such rights or remedies. Unless otherwise required under applicable law, Secured Party is not liable for any loss or damage to Collateral in its possession or under its control, nor will such loss or damage reduce or discharge the Obligations that are due, even if Secured Party’s actions or inactions caused or in any way contributed to such loss or damage.

If any provision of this Agreement is unenforceable, all other provisions remain in effect.

Debtor certifies that: (a) its Name (or Names) as stared above is correct; (b) all Collateral is owned or titled in the Debtor’s name and not in the name of any other organization or individual; (c) Debtor has the legal authority to grant the security interest in the Collateral; (d) Debtor’s ownership in or title to the Collateral is free of all adverse claims, liens, or security interests (unless expressly permitted by Secured Party); (e) none of the Obligations are or will be primarily for personal, family or household purposes; (f) none of the Collateral is or will be used, or has been or will be bought primarily for personal, family or household purposes; and (g) Debtor has read and understands the meaning and effect of all terms of this Agreement.

By signing or otherwise authenticating below, each individual and each organization becomes jointly and severally obligated as a Debtor under this Agreement.

Signatures:

SCHEDULE “A”

SCHEDULE “B”

SECURITY AGREEMENT

February 14, 2025

The undersigned, **REGENLAB USA LLC, **with an address of 95 Greene Street, Jersey City, New Jersey 07302 (“Debtor”) hereby agree(s) in favor of **COLUMBIA BANK, **having its principal place of business and office at 19-01 Route 208 North, Fair Lawn, New Jersey 07410 (herein referred to as “Secured Party”) as follows:

In consideration of one or more loans, advances, or other financial accommodations at any time before, at or after date made or extended by Secured Party to Debtor, directly or indirectly, as principal, guarantor or otherwise, at the sole discretion of Secured Party in each instance, Debtor hereby grants to Secured Party a security interest in, and assigns and pledges to Secured Party, the Collateral (“Collateral”) described (a) in Section 2 below and (b) on Schedule l annexed hereto, to secure the payment, performance and observance of all indebtedness, obligations and liabilities of Debtor to Secured Party, now existing or hereafter arising, direct or indirect (including participations or interests of Secured Party in obligations of Debtor to others), acquired outright, conditionally, or as collateral security from another, absolute or contingent, joint or several, secured or unsecured, due or not, contractual or tortious, liquidated or unliquidated, arising by operation of law or otherwise, and all instruments, documents and agreements evidencing any of the foregoing obligations (all of the foregoing being herein referred to as the “Obligations”).

The Collateral is described on Schedule 1 annexed hereto and made a part hereof and on any separate schedule at any time furnished by Debtor to Secured Party (all and each of which are hereby deemed part of this Security Agreement), which Collateral includes all attachments, accessions and equipment now or hereafter affixed to the Collateral or used in connection therewith, substitutions and replacements thereof, and (unless the description of the Collateral on Schedule 1 expressly excludes after acquired Collateral) all items of the Collateral both now existing and hereafter acquired, created or arising, and all proceeds and products thereof, if any.

Debtor warrants, represents and covenants that: (a) the principal place of business of Debtor, the books and records relating to the Collateral and the Collateral, are located at the addresses set forth on Schedule 3(a) annexed hereto and made a part hereof, and Debtor will not change any of the same without prior written notice to and the consent of Secured Party; (b) the Collateral is and will be used in Debtor’s business and not for personal, family, household or farming use; (c) at all times the Collateral will be owned by Debtor free and clear of all liens, security interests and encumbrances, other than the security interest granted to Secured Party under this Security Agreement, and Secured Party will have, except to the extent, if any, of any permitted prior liens, security interests on encumbrances set forth on Schedule 3(b) annexed hereto and made a part

- 1 -

hereof (a “Permitted Lien” or if more than one, the “Permitted Liens”), a first priority security interest in the Collateral; (d) Debtor will not assign, sell, mortgage, lease, transfer, pledge, grant a security interest in, encumber, or otherwise dispose of or abandon any part or all of the Collateral without the prior written consent of Secured Party, except for the sale from time to time in the ordinary course of business of Debtor of such items of Collateral as may constitute part of the business inventory of Debtor; (e) Debtor will (i) make payment or deposit when due of all taxes, assessments or contributions required by law which may be levied or assessed with respect to any of the Collateral, and (ii) will make all payments when due under any indebtedness secured by a Permitted Lien and strictly comply with all of Debtor’s obligations under any agreement secured by any Permitted Lien, and will deliver to Secured Party, on demand, certificates attesting to Debtor’s compliance with clauses (i) and (ii); (f) Debtor will use the Collateral for lawful purposes only, with all reasonable care and caution and in conformity with all applicable laws, ordinances and regulations; (g) Debtor will keep the Collateral in first-class order, repair, running and marketable condition, at Debtor’s own cost and expense; (h) Secured Party shall at all times have free access to and right of inspection of the Collateral and any records pertaining thereto (and the right to make extracts from and to receive from Debtor original or true copies of such records and any papers and instruments relating to any or all of the Collateral upon request therefor); (i) except as otherwise provided in the Mortgage securing the Note, the Collateral is now and shall remain personal property, and Debtor will not permit any of the Collateral to become a part of or affixed to real property without the prior notice to Secured Party and without first making all arrangements, and delivering to Secured Party all instruments and documents, requested by and satisfactory to Secured Party to protect the priority of the security interest in the Collateral granted herein against all persons; (j) Debtor, at its own expense, will insure the Collateral in the name of and with loss or damage payable to Secured Party, against loss or damage by fire and extended coverage, theft, burglary, bodily injury and such other risks, with such companies and in such amounts, as is required by Secured Party at any time (all such policies providing thirty (30) days minimum written notice of cancellation to Secured Party) and Debtor shall deliver to Secured Party the original or duplicate policies, or certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions and Debtor will promptly notify Secured Party of any loss or damage to any of the Collateral or arising from its use; (k) at its option, Secured Party may apply any insurance monies received at any time to the cost of repairs to the Collateral and/or to payment of any of the Obligations, whether or not due, in any order Secured Party may determine, any surplus (after payment of all costs, reasonable attorney’s fees and disbursements) to be remitted to Debtor or any other person entitled thereto; (l) Debtor will, at its expense, perform all acts and execute all documents requested by Secured Party at any time or otherwise necessary to evidence, perfect, maintain and enforce the priority of Secured Party’s security interest in the Collateral; (m) Debtor assumes all responsibility and liability arising from the use of the Collateral; (n) upon request of Secured Party, at any time and from time to time, Debtor shall, at its sole cost and expense, execute and deliver to Secured Party in connection with this Security Agreement, and Debtor hereby authorizes Secured Party to execute and file at any time or times, one or more financing statements with respect to all or any part of the Collateral, signed only by the Secured Party, and Debtor hereby, irrevocably and with power of substitution, appoints Secured Party as Debtor’s attorney-in-fact to execute any and all such financing statements on behalf of Secured Party, which appointment is coupled with an interest; (o) in its discretion, Secured Party may, whether or not an Event of Default (as defined in Section 4 below) has occurred or any of the Obligations be due, in its name or

- 2 -

Debtor’s or otherwise, notify any account debtor or obligor of any account, contract, instrument, chattel paper or general intangible included in the Collateral to make payment to Secured Party; (p) Secured Party may, in its sole discretion, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for, or make any compromise or settlement deemed desirable by Secured Party with respect to, any of the Collateral, and/or extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, or release, any of the Collateral all without notice to or consent by Debtor and without otherwise discharging or affecting the Obligations or the security interest in the Collateral granted herein; (q) Secured Party may in its discretion, for the account and expense of Debtor, pay any amount or do any act required of Debtor hereunder or requested by Secured Party to preserve, protect, maintain or enforce the Obligations and/or the priority of the security interest granted herein, and which Debtor fails to do or pay; (r) Debtor will promptly pay Secured Party for any and all sums, costs, and expenses which Secured Party may pay or incur in defending, protecting or enforcing the security interest in the Collateral granted herein and the priority thereof, or in enforcing payment of the Obligations or otherwise in connection with the provisions hereof, including but not limited to all court costs, collection charges, travel, and reasonable attorney’s fees, all of which, together with interest at the lower of the Note Rate per annum or the maximum legal rate chargeable to Debtor by Secured Party, shall be part of the Obligations; (s) whether or not an Event of Default (as defined in Section 4 below) has occurred, Secured Party, in its discretion, may transfer to or register in the name of Secured Party or its nominee all or any of the Collateral consisting of securities, and whether or not so transferred or registered, Secured Party shall be entitled to (i) receive all income and dividends thereon (including stock dividends and rights to subscribe) as a part of the Collateral, (ii) exchange any or all such Collateral upon the reorganization, recapitalization, or readjustment of any entity issuing such securities, (iii) vote such Collateral so transferred or registered, and (iv) exercise any or all power with respect thereto as if an absolute owner thereof; (t) at any time Secured Party may assign, transfer and deliver to any transferee of any of the Obligations, any or all of the Collateral, whereupon Secured Party shall be fully discharged from all responsibility and the transferee shall be vested with all powers and rights of Secured Party hereunder with respect thereto, but Secured Party shall retain all rights and powers with respect to any Collateral not assigned, transferred or delivered, (u) the execution and delivery of this Security Agreement has been authorized by the Board of Directors of the Debtor;

The occurrence of any one or more of the following events shall constitute an “Event of Default” by Debtor under this Security Agreement: (a) if Debtor or any obligor, maker, endorser, acceptor, surety, indemnitor or guarantor of, or any party to, any of the Obligations or the Collateral (the same, including Debtor, being collectively referred to herein as “Obligors”) shall default in the punctual payment of any sum payable with respect to, or in the observance or performance of any of the terms and conditions of, any Obligations or of this Security Agreement or the Collateral; (b) if any representation or statement of fact made to Secured Party at any time by or on behalf of Debtor is false or misleading in any material respect when made or if Debtor shall breach or permit or suffer the breach of any warranty made by Debtor in this Security Agreement; (c) in the event of loss, theft, substantial damage to or destruction of any of the Collateral, or the making of any levy on, seizure, attachment or garnishment of any of the Collateral; (d) if any of the Obligors being a natural person

- 3 -

or any general partner of any Obligor which is a partnership, shall die or (being a partnership or corporation) shall be dissolved, or if any of the Obligors (if a corporation or partnership) shall fail to maintain its corporate or partnership existence in good standing or fails to maintain is qualification to do business in any jurisdiction where the nature of its business or assets requires such qualification; (e) or if any of the Obligors shall become insolvent (however defined or evidenced) or make an assignment for the benefit of creditors or appoint a committee of creditors, or make or send notice of an intended bulk transfer, or if there shall be convened a meeting of the creditors or principal creditors of any of the Obligors; (f) or if there shall be filed by or against any of the Obligors any petition for any relief under the bankruptcy laws of the United States now or hereafter in effect or under any insolvency, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at law or in equity); (g) if the usual business of any of the obligors shall be terminated or suspended; (h) if any proceeding, procedure or remedy supplementary to or in enforcement of judgment shall be commenced against, or with respect to any property of, any of the Obligors; (i) if any petition or application to any court or tribunal, at law or in equity be filed by or against any of the Obligors for the appoint of any receiver or trustee for any of the Obligors or any substantial portion of the property of any of them; (j) if any of the Obligors shall default in any of such Obligor’s obligations to Secured Party or breach or be in default under the terms of any agreement between any such Obligor and Secured Party or any agreement for the benefit of Secured Party, including but not limited to any mortgage granted by any Obligor to Secured Party; or (k) if the Debtor shall default in the payment when due, or otherwise fail to strictly comply with the terms, of any indebtedness and/or agreement secured by any Permitted Lien or if any action is taken with respect to the enforcement of any Permitted Lien.

Upon the occurrence of an Event of Default and at any time thereafter, Secured Party may, without notice to or demand upon Debtor, declare any or all Obligations of Debtor immediately due and payable and Secured Party shall have the following rights and remedies (to the extent permitted by applicable law) in addition to all rights and remedies of a secured party under the New Jersey ***Uniform Commercial Code, ***as now or hereafter in effect (the “UCC”), and otherwise available at law or equity, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively or concurrently: (a) Secured Party may, at any time and from time to time, with or without judicial process and the aid and assistance of others, enter upon any premises in which any of the Collateral may be located and, without resistance or interference by Debtor, take possession of the Collateral; and/or dispose of any part or all of the Collateral on any premises of Debtor; and/or require Debtor to assemble and make available to Secured Party at the expense of Debtor any part or all of the Collateral at any place and time designated by Secured Party which is reasonably convenient to both parties; and/or remove any part or all of the Collateral from any premises on which any part may be located for the purpose of effecting sale or other disposition thereof (and if the Collateral consists of motor vehicles, Secured Party may use Debtor’s license plates); and/or sell, resell, lease, assign and deliver, grant options for or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing, at public or private sales or proceedings, by one or more contracts, in one or more parcels, at the same or different times, with or without having the Collateral at the place of sale or other disposition, for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such

- 4 -

persons, firms or corporations as Secured Party deems best, all without demand for performance or any notice or advertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition Debtor hereby agrees that the sending often ten (10) days notice by first class mail, postage prepaid, to the address of Debtor set forth in this Security Agreement, of the place and time of any public sale or of the time after which any private sale or other intended disposition is to be made, shall be deemed reasonable notice thereof. If any of the Collateral is sold by Secured Party upon credit or for future delivery, Secured Party shall not be liable for the failure of the purchaser to pay for same and in such event Secured Party may resell such Collateral. Secured Party may buy any part or all of the Collateral at any public sale and if any part or all of the Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely distributed standard price quotations Secured Party may buy at private sale and may make payment thereof by any means. Secured Party may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling, leasing and the like, to reasonable attorney’s fees and all legal expenses, travel and other expenses which may be incurred by Secured Party in attempting to collect the Obligations or enforce this Security Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Security Agreement; and then to the Obligations in such order and as to principal or interest as Secured Party may desire; and Debtor shall remain liable and will pay Secured Party on demand any deficiency remaining, including interest thereon at the lower of the Note Rate per annum or the maximum legal rate chargeable to Debtor by Secured Party thereon and the balance of any expenses unpaid, with any surplus to be paid to Debtor, subject to any duty of Secured Party imposed by law to the holder of any subordinate security interest in the Collateral known to Secured Party. Debtor recognizes that the Secured Party may be unable to effect a public sale of all or a part of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933*, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Debtor agrees that any such private sales may be at prices and on other terms less favorable to the seller than if sold at public sales and that such private sales shall be deemed to have been made in a commercially reasonable manner; Secured Party has no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities, even if such issuer would agree, to register such securities for public sale under the Securities Act of 1933. *(b) Secured Party may appropriate, set off and apply to the payment of any or all of the Obligations, any and all balances, sums, property, claims, credits, deposits, accounts, reserves, collections, drafts, notes, or other items or proceeds of the Collateral in or coming into the possession of Secured Party or its agents and belonging or owing to Debtor, without notice to Debtor, and in such manner as Secured Party may in its discretion determine. (c) Any of the proceeds of the Collateral received by Debtor shall not be commingled with other property of Debtor, but shall be segregated, held by the Debtor in trust as the exclusive property of Secured Party, and Debtor will immediately deliver to Secured Party the identical checks, monies, or other proceeds of Collateral received.

To effectuate the terms and provisions hereof, Debtor hereby designates and appoints Secured Party and its designees or agents as attorneys-in-fact of Debtor, irrevocably and with power of substitution,

- 5 -

with authority to endorse the name of Debtor on any notes, acceptances, checks, drafts, money orders or other evidences of payment or proceeds of the Collateral that may come into Secured Party’s possession; to sign the name of Debtor on any invoices, documents, drafts against and notices to account debtors of Debtor, assignments and requests for verification of accounts; to execute proofs of claim and loss; to execute any endorsements, assignments, or other instruments of conveyance or transfer; to adjust and compromise any claims under insurance policies; to execute releases; and to do all other acts and things necessary and advisable, in the sole discretion of Secured Party, to carry out and enforce this Security Agreement and each and all of the provisions of this Security Agreement. All acts of said attorneys, or designees, are hereby ratified and approved and said attorneys or designees shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law. This power of attorney being coupled with an interest is irrevocable while any of the Obligations shall remain unpaid.

Under no circumstances shall Secured Party be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the Collateral, of any nature or kind, or any matter or proceedings arising out of or relating thereto, but the same shall be at the Debtor’s sole risk at all times. Secured Party shall not be required to take any action of any kind to collect, preserve, or protect its or Debtor’s rights in the Collateral or against other parties thereto. Debtor hereby releases Secured Party from any claims, causes of action and demands at any time arising out of or with respect to this Security Agreement, the Obligations, the use of the Collateral and/or any actions taken or omitted to be taken by Secured Party with respect thereto, and Debtor hereby agrees to hold Secured Party harmless from and indemnify Secured Party with respect to any and all such claims, causes of action and demands. Secured Party’s prior recourse to any part or all of the Collateral shall not constitute a condition of any demand, suit or proceeding for payment or collection of the Obligations. No act, failure or delay by Secured Party shall constitute a waiver of its rights and remedies hereunder or otherwise. No single or partial waiver by the Secured Party of any default or right or remedy which it may have shall operate as a waiver of any other default, right or remedy or of the same default, right or remedy on a future occasion. Debtor hereby waives presentment, notice of dishonor and protest of all instruments included in or evidencing any of the Obligations or the Collateral, and any and all other notices and demands whatsoever (except as expressly provided herein). **IN THE EVENT OF ANY LITIGATION, WITH RESPECT TO ANY MATTER CONNECTED WITH THIS SECURITY AGREEMENT, THE OBLIGATIONS OR THE COLLATERAL, DEBTOR HEREBY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY SUCH LITIGATION, INCLUDING ANY SUCH RIGHT WITH RESPECT TO ANY COUNTERCLAIMS. DEBTOR HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW JERSEY AND OF ANY FEDERAL COURT LOCATED IN THE STATE OF NEW JERSEY IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE OBLIGATIONS, THIS SECURITY AGREEMENT OR THE COLLATERAL, OR ANY DOCUMENT OR INSTRUMENT DELIVERED WITH RESPECT TO ANY OF THE OBLIGATIONS. **No provision hereof shall be modified, altered or limited except by a written instrument expressly referring to this Security Agreement and to the provision so modified or limited, and executed by the party to be charged. Debtor, if more than one,

- 6 -

shall be jointly and severally liable hereunder. This Security Agreement and all Obligations shall be binding upon the heirs, executors, administrators, successors and assigns of Debtor, and shall, together with the rights and remedies of Secured Party hereunder, inure to the benefit of Secured Party, its successors, endorsees and assigns. **THIS SECURITY AGREEMENT AND THE OBLIGATIONS SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF NEW JERSEY. **If any term of this Security Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby. Secured Party is authorized to annex hereto any schedules referred to herein. Debtor acknowledges receipt of a copy of this Security Agreement. Terms used herein and not otherwise defined shall have the meanings ascribed to such term in the UCC unless the context otherwise requires. The captions of the Sections to this Security Agreement are for the purposes of convenience only and shall not be deemed to modify, explain, enlarge or restrict any of the provisions of this Security Agreement. The Debtor shall do, execute, acknowledge and deliver, at the sole cost and expense of the Debtor, UCC financing statements and each and every such further act, deed, conveyance, transfer, assignment, estoppel certificate, notice, document, instrument and assurance as Secured Party may from time to time reasonably require, in order to better assure, convey, grant, assign, perfect, transfer and confirm to Secured Party, the rights now or hereafter intended to be granted to Secured Party under this Security Agreement.

“The Loan secured by this lien was made under a United States Small Business Administration (SBA) nationwide program which uses tax dollars to assist small business owners. If the United States is seeking to enforce this document, then under SBA regulations:

Any clause in this document requiring arbitration is not enforceable when SBA is the holder of the Note secured by this instrument.”

- 7 -

IN WITNESS WHEREOF, the undersigned Debtor has duly executed this Security Agreement in the State of New Jersey as of the date first above set forth.

- 8 -

SCHEDULE 1

To Security Agreement dated February 14, 2025, between REGENLAB USA LLC, as Debtor, and COLUMBIA BANK, as Secured Party.

- 9 -

DESCRIPTION OF COLLATERAL:

The Collateral in which this security interest is granted is all of the Debtor’s property described below, together with all the proceeds and products therefrom.

- 10 -

SCHEDULE 3(a)

To Security Agreement dated February 14, 2025, between REGENLAB USA LLC, as Debtor, and COLUMBIA BANK, as Secured Party.

95 Greene Street, Jersey City, New Jersey 07302

95 Greene Street, Jersey City, New Jersey 07302

95 Greene Street, Jersey City, New Jersey 07302

- 11 -

SCHEDULE 3(b)

To Security Agreement dated February 14, 2025 between REGENLAB USA LLC, as Debtor, and COLUMBIA BANK, as Secured Party.

Description of Permitted Liens, if any, to which Collateral is subject:

** **

NONE

as to the Collateral located at 95 Greene Street, Jersey City, New Jersey 07302

End of permitted liens

- 12 -

Same Name Affidavit

Antonino Turzi says under oath: