SPECTRAL IP, INC. S-1

REGISTRATION STATEMENT

FORM OF REGISTRATION RIGHTS AGREEMENT, BY AND AMONG THE REGISTRANT AND THE INVESTORS LISTED THEREIN

FORM OF 2024 INCENTIVE AWARD PLAN

FORM OF EMPLOYEE STOCK OPTION AGREEMENT (12 MONTH VESTING)

FORM OF EMPLOYEE STOCK OPTION (24 MONTH VESTING)

FORM OF EMPLOYEE PERFORMANCE AWARD STOCK OPTION AGREEMENT (250K MARKET CAP)

FORM OF EMPLOYEE PERFORMANCE AWARD STOCK OPTION AGREEMENT (500K MARKET CAP)

FORM OF CONSULTANT STOCK OPTION AGREEMENT

FORM OF NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (24 MONTH VESTING)

FORM OF INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS

FORM OF DIRECTOR AGREEMENT

EMPLOYMENT AGREEMENT, BY AND AMONG REGISTRANT AND DAVID KUTCHER

EMPLOYMENT AGREEMENT, BY AND AMONG REGISTRANT AND ERICH SPANGENBERG

FORM OF SERIES A PREFERRED STOCK PURCHASE AGREEMENT, BY AND BETWEEN SAUVEGARDER IM AND AN INVESTOR THERETO

ASSIGNMENT OF SERIES A PREFERRED STOCK, BY AND BETWEEN IP PROTOCOL LLC AND ELEVEN VENTURES LLC, DATED AS OF OCTOBER 30, 2024

PURCHASE AGREEMENT, BY AND BETWEEN THE REGISTRANT AND SAUVEGARDER IM, DATED NOVEMBER 4, 2024

EXPENSE ADVANCEMENT AGREEMENT, DATED AUGUST 6, 2024

CONSULTING AGREEMENT, BY AND BETWEEN THE REGISTRANT AND DAVID KUTCHER, DATED JUNE 1, 2024

SAUVEGARDER INVESTMENT MANAGEMENT, INC. 78 SW 7TH STREET, SUITE 500 MIAMI, FLORIDA 33130

SECURITY AGREEMENT, BY AND BETWEEN THE REGISTRANT AND SIM LICENSING, DATED MARCH 18, 2024

SECURITY AGREEMENT, BY AND BETWEEN SIM LICENSING AND IP PROTOCOL LLC, DATED MARCH 19, 2024

SECOND PROMISSORY NOTE, BY AND BETWEEN THE REGISTRANT AND SIM LICENSING, DATED BY AUGUST 7, 2024

SIM PROMISSORY NOTE, BY AND BETWEEN SAUVEGARDER IM AND SIM LICENSING, DATED APRIL 21, 2024

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO (A) A REGISTRATION STATEMENT WITH TO IS

AMENDMENT TO SIM LICENSING NOTE, BY AND BETWEEN THE REGISTRANT AND SIM LICENSING, DATED OCTOBER 1, 2024

EXCHANGE AGREEMENT, BY AND BETWEEN SIM MANAGEMENT GP LLC AND SAUVEGARDER IM, DATED AUGUST 13, 2024

PATENT ASSIGNMENT AGREEMENT, BY AND BETWEEN SIM IP 2 LLC AND AJOU UNIVERSITY INDUSTRY-ACADEMIC COOPERATION FOUNDATION, DATED JUNE 20, 2024

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (SPECTRAL IP, INC.)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (SAUVEGARDER INVESTMENT MANAGEMENT, INC.)

DIRECTOR NOMINEE CONSENT - GERALDINE CUNNIFFE-CONLON

DIRECTOR NOMINEE CONSENT - DAVID KUTCHER

DIRECTOR NOMINEE CONSENT - DENE ROGERS

DIRECTOR NOMINEE CONSENT - KARL ROBB

FILING FEE TABLE

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