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SECURITIES PURCHASE AGREEMENT

Key Takeaway: SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of September [ ], 2025, between Predictive Oncology, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its s

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SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this "Agreement")
is dated as of September [ ], 2025, between Predictive Oncology, Inc., a Delaware corporation (the "Company"),
and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser"
and collectively, the "Purchasers").
WHEREAS, subject to the terms and conditions set forth
in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder, the Company desires to issue
and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, Shares (as hereinafter
defined) and/or Pre-Funded Warrants (as hereinafter defined) of the Company as more fully described in this Agreement (the "Offering");
WHEREAS, contemporaneously with the sale of the securities
hereunder, the parties hereto will execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit A
(the "Registration Rights Agreement"), pursuant to which the Company will agree to provide certain registration rights
in respect of the Shares (as hereinafter defined) and the Pre-Funded Warrant Shares (as hereinafter defined) under the Securities Act,
and the rules and regulations promulgated thereunder, and applicable state securities laws;
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants
contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the Company and each Purchaser agree as follows:
1.1 Definitions. In addition to the terms defined
elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:
"Acquiring Person" shall have the
meaning ascribed to such term in Section 4.5.
"Action" shall have the meaning
ascribed to such term in Section 3.1(j).
"Affiliate" means any Person that,
directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such
terms are used in and construed under Rule 405 under the Securities Act.
"Asset Management Agreement" means
the Asset Management Agreement between the Company and DNA, to be executed on or prior to the Closing Date.
"Board of Directors" means the board
of directors of the Company.
"Business Day" means any day other
than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed;
provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to
"stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions
or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer
systems (including for wire transfers) of commercial banks in The City of New York are generally open for use by customers on such day.
"Commission" means the United States
Securities and Exchange Commission.
"Closing Date" means the Trading
Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent
to (i) the Purchasers' obligations to pay the Subscription Amount and (ii) the Company's obligations to deliver the Securities
purchased at the Closing, in each case, have been satisfied or waived.
"Common Stock" means the common
stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified
"Common Stock Equivalents" means
any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
"Company Counsel" means DLA Piper
"Disclosure Time" means, (i) if
this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City
time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed
as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m.
(New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed
as to an earlier time by the Placement Agent.
"DNA" means DNA Holdings Venture,
"Effective Date" means the earliest
of the date that (a) the initial Registration Statement registering for resale all Shares and Pre-Funded Warrant Shares has been declared
effective by the Commission, (b) all of the Shares and Pre-Funded Warrant Shares have been sold pursuant to Rule 144 or may be sold pursuant
to Rule 144 without the requirement for the Company to be in compliance with the current public information requirement of Rule 144 and
without volume or manner-of-sale restrictions, (c) following the one year anniversary of the Closing Date, or (d) all of the Shares and
Pre-Funded Warrant Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume
or manner-of-sale restrictions.
"Escrow Agent" means Continental
Stock Transfer & Trust Company, with offices at 1 State Street, 30th Floor, New York, New York 10004.
"Escrow Agreement" means the escrow
agreement in the form of Exhibit D attached hereto, to be entered into, by and among the Company, the Escrow Agent and the Placement
Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be released to the Company subject
to the satisfaction or waiver of the Closing conditions set forth in Sections 2.2 and 2.3 herein.
"Evaluation Date" shall have the
meaning ascribed to such term in Section 3.1(s).
"Exchange Act" means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Exempt Issuance" means the issuance
(a) of shares of Common Stock, options, restricted stock units or other equity awards, to employees, consultants, officers or directors
of the Company pursuant to any stock or option plan or arrangement duly adopted for such purpose, by a majority of the non-employee members
of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services
rendered to the Company, (b) of securities upon the exercise or exchange or conversion of any Securities issued hereunder and/or securities
(including options, rights or warrants) exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding
on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number
of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection
with stock splits or combinations) or to extend the term of such securities; (c) of the Strategic Advisor Warrants and the shares of Common
Stock underlying the Strategic Advisor Warrants (d) of securities issued pursuant to acquisitions or strategic transactions approved by
a majority of the disinterested directors of the Company, provided that such securities are issued as "restricted securities"
(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection
therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to
the equityholders of a Person) which is, itself or through its Subsidiaries, an operating company or an owner of an asset in a business
synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds,
but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity
whose primary business is investing in securities; (e) warrants to purchase Common Stock to be issued to the Placement Agent (or its designees)
(the "Placement Agent Warrants") on or about the date hereof and the shares of Common Stock underlying the Placement
Agent Warrants, and (f) shares of Common Stock issued pursuant to any New Sales Agreement or any at-the market offering sales agreement
with the Placement Agent, equity line of credit or similar agreement that is in effect as of the Closing (an "Existing Sales
"Existing Purchase Agreement" means
the Securities Purchase Agreement by and between the Company and the Existing Stockholder dated as of August 26, 2025.
"Existing Stockholder" means DNA.
"FCPA" means the Foreign Corrupt
Practices Act of 1977, as amended.
"GAAP" shall have the meaning ascribed
Last updated: Sep 30, 2025