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Letter of Intent

Key Takeaway: 71-75 Shelton Street, Covent Garden Ladies and Gentlemen: Following our recent discussions, this letter will confirm that Enochian BioSciences Inc., a Delaware corporation ("Enochian") is interested in acquiring GEDi Cube Intl Ltd (the "Company") (the "Potential Transaction")

Full Press Release Details

71-75 Shelton Street, Covent Garden
Ladies and Gentlemen:
Following our recent discussions, this letter
will confirm that Enochian BioSciences Inc., a Delaware corporation ("Enochian") is interested in acquiring
GEDi Cube Intl Ltd (the "Company") (the "Potential Transaction"). In this letter,
the Company and Enochian are referred to as "Party" or "Parties".
The Company has novel, advanced life science
Artificial Intelligence (AI)/Large Language Model (LLM) that could potentially be used to diagnosis diseases, predict responses
to treatments and help design more effective therapies. Enochian is a cell- gene- immunotherapy company with a potential product
to treat solid tumors starting with cancers with limited treatment options and a poor life expectancy. Enochian believes it could
be at the human study phased by the mid- to late-2024. The combination of advanced AI/LLM with therapeutic research and development
with access to data from humans could potentially accelerate the capabilities of the AI technology while potentially driving better
diagnosis and treatment of cancers and other diseases.
1. Material Terms. The material terms
will be as set forth on the non-binding Term Sheet set forth as Annex A hereto.
The parties, intending to be legally bound,
agree to the following legally enforceable paragraphs of this letter (the "Binding Provisions").
2. Access. Upon execution of this
letter, each Party will afford the other Party, and each of their duly authorized representatives, immediate full and free access
to the other Party, its personnel, properties, contracts, books and records, and all other documents and data necessary to complete
due diligence, subject to the Confidential Disclosure Agreement entered into between the Company and Enochian on July 17, 2023
3. Exclusive Dealing
4. Conduct Of Business. Other than
the payment of expenses necessary to consummate the Potential Transaction contemplated hereby, the Company shall operate in the
ordinary course and refrain from any transactions outside the ordinary course of business.
5. Confidentiality. Prior to the
closing of the Potential Transaction, the Company will not, except as otherwise required by law, without the written consent of
Enochian, make any announcement about the Potential Transaction to the Company's customers, suppliers, or employees, or to
any other person or entity, or otherwise disclose the existence of this letter, the existence of the discussions among the parties
concerning the Potential Transaction or the specific terms of this letter. The parties will cooperate with one another in good
faith in making a joint public announcement of the existence of the Potential Transaction, if legally necessary. Except as expressly
modified herein, all other confidentiality agreements entered into between the Company and Enochian, including but not limited
to the NDA, shall remain in full force and effect.
6. Costs. Except as provided for
in the Purchase Agreement, each Party will be responsible for and bear all of its respective costs and expenses incurred at any
time in connection with pursuing or consummating the Potential Transaction.
7. Termination. The Binding Provisions
will automatically terminate upon the earliest of the following (the "Termination Date"): (i) expiration of
the Exclusivity Period; (ii) execution of the Purchase Agreement by all parties thereto; or (iii) the mutual written agreement
of Enochian and the Company; provided, however, that the termination of the Binding Provisions will not affect the liability of
a Party for breach of any of the Binding Provisions prior to the termination. Upon termination of the Binding Provisions, the Parties
will have no further obligations under this letter except that Paragraphs 5 and 9 will survive such termination.
8. Effect of Letter. The Term Sheet
attached to this letter is intended only as an expression of interest on behalf of Enochian, is not intended to be legally binding
on any party, and is expressly subject to the negotiation and execution of an appropriate Purchase Agreement. In addition, nothing
in this letter should be construed as an offer or commitment on the part of Enochian to submit a definitive proposal concerning
the Potential Transaction. Except as expressly provided in Paragraphs 2 through 9 (or as expressly provided in any binding written
agreement that the Parties may enter into in the future), no past or future action, course of conduct, or failure to act relating
to the Potential Transaction, or relating to the negotiation of the terms of the Purchase Agreement, will give rise to or serve
as a basis for any obligation or other liability on the part of the Parties.
If you are in agreement with the foregoing,
please sign and return one copy of this letter, which thereupon will constitute our understanding with respect to its subject matter
and a binding agreement with respect to the Binding Provisions.
Enochian BioSciences Inc.
By: /s/ Mark Dybul
Name: Mark Dybul, M.D.
Title: Chief Executive Officer
Accepted and agreed:
By: /s/ Karen Brink
Name: Karen Brink
Title: Director
Last updated: Aug 1, 2023