SRx Health Solutions, Inc. is preparing for a new offering (the "New Offering") of Series B Preferred Stock and related warrants to new accredited investors (the "New Buyers"). This New Offering requires waivers from existing investors (Note Investors and Series A Investors) who hold participation rights from previous financing rounds. On July 7, 2025, the company issued senior secured convertible notes with an aggregate original principal amount of $7,650,000 and warrants to acquire 21,338,062 shares of common stock. On October 27, 2025, the company entered into an agreement for up to 38,070 shares of Series A Preferred Stock and accompanying warrants for an aggregate purchase price of up to $30.46 million. On October 31, 2025, 19,035 shares of Series A Preferred Stock and 54,527,811 Series A Warrants were sold for aggregate proceeds of approximately $15.23 million. Existing investors have signed "Limited Waiver and Consent Agreements" to permit the New Offering and waive their participation rights with respect to the New Offering and any subsequent placements. These waivers also include consent from "Required Holders" of Series A Preferred Stock to allow the new Series B Preferred Stock to rank pari passu (equal) with Series A Preferred Stock regarding preferences for dividends, distributions, and payments upon liquidation, dissolution, and winding up of the company. The company is responsible for payment of any placement agents fees, financial advisory fees, transfer agent fees, and Depository Trust Company fees relating to or arising out of the transactions contemplated by the waivers. The company will file a Current Report on Form 8-K describing any material non-public information provided to the undersigned in relation to this agreement.