Exhibit 99.77

share purchase agreement

Made as of December 22, 2025

Among

NURAN WIRELESS INC., a company existing under the laws of the Province of British Columbia

(“Nuran”)

and

Advance Factoring Inc., a company existing under the laws of the Province of Ontario

(“AFI”)

and

The shareholders of AFI listed in the attached Schedule B (hereinafter collectively referred to as, the “AFI Shareholders”, and individually as, a “AFI Shareholder”)

TABLE OF CONTENTS

Page

Schedule A – Representations and Warranties of AFI

Schedule B – AFI Capitalization

Schedule C – Representations and Warranties of Nuran

Schedule D –Form of Registration Rights Agreement

share purchase agreement

This Agreement is made as of December 22, 2025, among

NURAN WIRELESS INC., a company existing under the laws of the Province of British Columbia
(“Nuran”)

and

Advance Factoring Inc., a company existing under the laws of the Province of Ontario

(“AFI”)

and

The shareholders of AFI listed in the attached Schedule B (hereinafter collectively referred to as, the “AFI Shareholders”, and individually as, a “AFI Shareholder”)

Recitals

A.          Nuran is a public company, with its common shares listed on the Canadian Securities Exchange (“CSE”) under the symbol “NUR”

B.           The AFI Shareholders are collectively the legal and beneficial owners of all of the issued and outstanding shares in the capital of AFI;

C.           Nuran and AFI entered into a factoring agreement dated August 28, 2023, as amended on September 27, 2023, November 29, 2023, December 22, 2023, April 2, 2024, June 25, 2024, December 23, 2024, April 15, 2025 and August 19, 2025 (the “Factoring Agreement”); and

D.           Nuran has agreed to purchase all the outstanding AFI Shares (as defined herein) in exchange for such number of units of Nuran (each a “Nuran Unit”) as determined herein, pursuant to the terms of this Agreement and upon purchase of the AFI Shares, AFI will be a subsidiary of Nuran (the “Transaction”).

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and other valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto do hereby covenant and agree as follows:

Article 1 – INTERPRETATION

Section 1.1 Definitions

In this Agreement, the following defined terms have the meanings hereinafter set forth:

(1)          “AFI” means Advance Factoring Inc., a company organized under the laws of Ontario.

(2)          “AFI Approval” means the consent resolution of the AFI Shareholders to consider and, if thought fit, authorize, approve and adopt the AFI Shareholder Resolution and related matters.

(3)          “AFI Shareholder Resolution” means the consent resolution in respect of the Transaction to be unanimously approved by the AFI Shareholders.

(4)          “AFI Class A Shares” means the Class A common shares in the capital of AFI.

(5)          “AFI Class B Shares” means the Class B common shares in the capital of AFI.

(6)          “AFI Pref Shares” means the preferred shares in the capital of AFI.

(7)          “AFI Shareholders” means the holders of AFI Shares.

(8)          “AFI Shares” means collectively the AFI Class A Common Shares, AFI Class B Common Shares, and AFI Pref Shares.

(9)          “Agreement” means this Share Purchase Agreement (including the schedules hereto) as supplemented, modified or amended.

(10)        “Applicable Canadian Securities Laws” means, collectively, and as the context may require, the applicable securities legislation of each of the provinces and territories of Canada, and the rules, regulations, instruments, orders and policies published and/or promulgated thereunder, as such may be amended from time to time prior to the Effective Date.

(11)        “Applicable Laws”, in the context that refers to one or more Persons, means any domestic or foreign, federal, state, provincial or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority, and any terms and conditions of any grant of approval, permission, authority or license of any Governmental Authority, that is binding upon or applicable to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Person having jurisdiction over the Person or persons or its or their business, undertaking, property or securities.

(12)        “BCBCA” means the Business Corporations Act (British Columbia), as amended, including the regulations promulgated thereunder.

(13)        “BCSC” means the British Columbia Securities Commission.

(14)        “Business” means the business and activities carried on by AFI.

(15)        “Business Day” means a day other than a Saturday, Sunday or other day when banks in the City of Vancouver, British Columbia or the City of Toronto, Ontario, are not generally open for business.

(16)        “Consolidation” as of December 9, 2025, Nuran consolidated its pre-consolidation shares on the basis of 300 pre-consolidation shares for one (1) post-consolidation share.

(17)        “Constating Documents” means as to each of the Parties, its certificate of incorporation, notice of articles and articles as in effect as of the date of this Agreement.

(18)        “Corporate Records” means the corporate records of a company including the company’s Constating Documents, share registers, registers of directors, list of bank accounts and signing authorities and minutes of shareholders’ and directors’ meetings.

(19)        “CSE” means the Canadian Securities Exchange.

(20)        “Effective Date” means the closing date of the Transaction. The Transaction shall be deemed to close at the Effective Time.

(21)        “Effective Time” shall mean 4:01 PM, Pacific Time, on the Effective Date.

(22)        “Electing Shareholder” has the meaning ascribed thereto in Section 10.1.

(23)        “Encumbrances” means any encumbrance of any kind whatever and includes any pledge, lien, charge, security interest, lease, title retention agreement, mortgage, hypothec, restriction, royalty, right of first refusal, development or similar agreement, option or adverse claim or encumbrance of any kind or character whatsoever or howsoever arising, and any right or privilege capable of becoming any of the foregoing.

(24)        “Environmental Laws” means applicable federal, provincial, state, municipal or local laws, regulations, orders, government decrees or ordinances with respect to environmental, health or safety matters.

(25)        “Governmental Authority” means any federal, state, provincial and municipal government, regulatory authority, governmental department, ministry, agency, commission, bureau, official, minister, crown corporation, court, board, tribunal, stock exchange, dispute settlement panel or body or other law, rule or regulation-making entity having jurisdiction.

(26)        “IFRS” means International Financial Reporting Standards applicable as of the date of the financial statements, document or event in question.

(27)        “Issue Price” shall be equal to the ten-day volume weighted average price of the Nuran Shares on the CSE, for the first ten trading days during which the Nuran Shares trade on a post- Consolidation basis, subject to the floor price, if required, by the CSE’s policies.

(28)        “ITA” means the Income Tax Act (Canada), as amended, including the regulations promulgated thereunder, as amended from time to time.

(29)        “Material Adverse Change” or “Material Adverse Effect” means, with respect to a Person, any matter or action that has an effect or change that is, or would reasonably be expected to be, material and adverse to the business, results of operations, assets, capitalization, financial condition, rights, liabilities or prospects, contractual or otherwise, of such Person and its subsidiaries, if applicable, taken as a whole, other than any matter, action, effect or change relating to or resulting from: (i) a matter that has been publicly disclosed prior to the date of this Agreement or otherwise disclosed in writing by a Party to the other Party prior to the date of this Agreement; (ii) any action or inaction taken by such Person to which the other Person had consented in writing; (iii) the announcement of the transactions contemplated by the Transaction or this Agreement; or (iv) general economic, financial, currency exchange, securities, banking or commodity market conditions in the United States, Canada or worldwide.

(30)        “Material Change” and “Material Fact” has the meanings ascribed thereto under the Applicable Canadian Securities Laws.

(31)        “Material Contract” means those contracts, agreements, understandings or arrangements entered into by any Party that have individual payment obligations on the part of such Party that exceed $50,000, are for a term extending one year after the Effective Time, have been entered into out of the ordinary course of business, or are otherwise material to the business.

(32)        “NI 45-106” has the meaning ascribed thereto in Section 2.5.

(33)        “Nuran” means Nuran Wireless Inc., a company organized under the laws of British Columbia.

(34)        “Nuran Disclosure Documents” means documents filed by or on behalf of Nuran that are publicly available in electronic form on the System for Electronic Document Analysis and Retrieval, commonly known as “SEDAR+”.

(35)        “Nuran Financial Statements” means Nuran’s audited annual financial statements for the year ended December 31, 2024 and the unaudited interim financial statements for the quarter ended September 30, 2025.

(36)        “Nuran Financing” has the meaning ascribed thereto in Section 3.2(c).

(37)        “Nuran Shareholders” means the holders of Nuran Shares.

(38)        “Nuran Shares” means the common shares in the capital of Nuran.

(39)        “Nuran Units” will consist of: (i) one (1) Nuran Share, and (ii) one half of one (1/2) Nuran Warrant.

(40)        “Nuran Warrants” will entitle the holder thereof to acquire one Warrant Share at an exercise price equal to 150% of the Issue Price, per Warrant Share, until 5:00 p.m. (Vancouver time) on the date that is five (5) years following the Effective Date. The Nuran Warrants will include a blocking provision restricting the holder to acquire more than 9.99% of Nuran, and will include the ability to exercise on a cashless basis.

(41)        “Parties” means, collectively, the parties to this Agreement, and “Party” means any one of them.

(42)        “Permit” means any and all permits, licences, agreements, concessions, approvals, certificates, consents, certificates of approval, rights, privileges or franchises, registrations (including any required export/import approvals) and exemptions of any nature and other authorizations, conferred or otherwise granted by any Governmental Authority.

(43)        “Person” means any individual, corporation, body corporate, firm, partnership, syndicate, joint venture, association, trust, unincorporated organization or Governmental Authority or any trustee, executor, administrator or other legal representative, whether or not a juridical person.

(44)        “OBCA” means the Business Corporations Act (Ontario), as amended, including the regulations promulgated thereunder.

(45)        “Outside Date” means December 31, 2025.

(46)        “Purchase Price” means the aggregate of $20,802,303.09.

(47)        “Registrar” means the Registrar of Companies or a Deputy Registrar of Companies for the Province of British Columbia duly appointed under the BCBCA.

(48)        “Registration Rights Agreement” mean the registration rights agreement in the agreed form to be entered into at closing and between the Nuran and the AFI Shareholders in the form attached hereto as Schedule D.

(49)        “Securities Act” means the Securities Act (British Columbia), as amended, including the regulations promulgated thereunder.

(50)        “Securities Laws” means the securities legislation having application, the regulations and rules thereunder and all administrative policy statements, instruments, blanket orders, notices, directions and rulings issued or adopted by the applicable securities regulatory authority, all as amended.

(51)        “subsidiary” has the meaning ascribed thereto in the Securities Act.

(52)        “Tax” means all taxes, duties, fees, premiums, assessments, imposts, levies, rates, withholdings, dues, government contributions and other charges of any kind whatsoever, whether direct or indirect, together with all interest, penalties, fines, additions to tax or other additional amounts, imposed by any Governmental Authority.

(53)        “Tax Election Form” has the meaning ascribed thereto in Section 10.1.

(54)        “Tax Election Provision” has the meaning ascribed thereto in Section 10.1.

(55)        “Tax Return” means any return, report, declaration, designation, election, undertaking, waiver, notice, filing, information return, statement, form, certificate or any other document or materials relating to Taxes, including any related or supporting information with respect to any of the foregoing, filed or to be filed with any Governmental Authority in connection with the determination, assessment, collection or administration of Taxes.

(56)        “Transaction” has the meaning ascribed thereto in the Recitals.

(57)        “Transaction Agreements” means the agreements entered into with respect to the transaction contemplated hereunder.

(58)        “Transfer Agent” means Odyssey Trust Company, the transfer agent for the Nuran Shares.

(59)        “United States”, or “U.S.” means the United States of America, its territories and possessions, and any state of the United States, and the District of Columbia.

(60)        “Warrant Share” means the Nuran Shares issued pursuant to the exercise of the Warrants.

Section 1.2 Interpretation

For the purposes of this Agreement, except as otherwise expressly provided:

Section 1.3 Schedules

The following schedules attached hereto are incorporated into and form an integral part of this Agreement:

Article 2 – purchase and sale

Section 2.1 Purchase and Sale

Subject to the terms and conditions hereof, each of the AFI Shareholders covenants and agrees, on its own behalf, to sell, assign and transfer to Nuran and Nuran covenants and agrees to purchase from the AFI Shareholders, the number of AFI Shares which are legally and beneficially owned by such AFI Shareholder at the Effective Date. The number of AFI Shares which are beneficially owned by each AFI Shareholder is the number set forth opposite the name of such AFI Shareholder as set out in Schedule B attached hereto.

Section 2.2 Consideration

In consideration for the acquisition of the AFI Shares and pursuant to the terms of the Agreement, Nuran shall issue on the Effective Date, as consideration for the AFI Shares, such number of Nuran Units as is as calculated by dividing the Purchase Price, by the Issue Price in the manner set forth in Schedule B attached hereto, at a deemed price per Nuran Unit allocated between the Nuran Shares and Warrants based on their relative fair values at the time of issuance, with the portion attributable to the Warrants recorded as a separate component of equity or as a liability, as applicable, which for the purposes hereof, 99% of the Issue Price shall be allocated to the Nuran Shares, and 1% of the Issue Price shall be allocated to the Nuran Warrants.

Section 2.3 AFI Directors

On the Effective Date, the sole director of AFI will resign and the following director will be appointed:

Such director shall hold office until the next annual meeting of shareholders of AFI or until his successor is elected or appointed.

Section 2.4 Dissenting Shareholders

AFI Shareholders entitled to vote at the AFI Approval will be entitled to exercise dissent rights with respect to their AFI Shares (each such shareholder, a “Dissenting Shareholder”) in connection with the Transaction pursuant to and in the manner set forth in AFI Approval. AFI shall give Nuran notice of any written notice of a dissent, withdrawal of such notice, and any other instruments served pursuant to such dissent rights and received by AFI, and shall provide Nuran with copies of such notices and written objections. AFI Shares which are held by a Dissenting Shareholder shall not be exchanged for Nuran Units pursuant to the Transaction. However, if a Dissenting Shareholder fails to perfect or effectively withdraws such Dissenting Shareholder’s claim under the OBCA or forfeits such Dissenting Shareholder’s right to make a claim under the OBCA, or if such Dissenting Shareholder’s rights as a AFI Shareholder are otherwise reinstated, such AFI Shareholder’s AFI Shares shall thereupon be deemed to have been exchanged for Nuran Units as of the Effective Time as prescribed herein.

Section 2.5 Canadian Resale Restrictions

Each of the AFI Shareholders acknowledges and agrees as follows:

(a)          the transfer of the AFI Shares and the issuance of the Nuran Units, in exchange therefor, will be made pursuant to appropriate exemptions, including (but not limited to) the prospectus exemption National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators (“NI 45-106”) found in Section 2.16 and 2.17 of National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators (“NI 45-106”) NI 45-106 (the “Exemptions”) from any applicable registration and prospectus (or equivalent) requirements of the Securities Laws;

(b)          as a consequence of acquiring the Nuran Units pursuant to the Exemptions:

(i)           the Nuran Units will bear such legends as required by Securities Laws and the policies of the CSE and it is the responsibility of the Shareholder to find out what those restrictions are and to comply with them before selling the Nuran Units;

(ii)          no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Nuran Units;

(iii)         there is no government or other insurance covering the Nuran Units; and

(iv)         an investment in the Nuran Units is speculative and of high risk; and

(c)          the AFI Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the AFI Shares and the issuance of the Nuran Units and which may impose restrictions on the resale of such Nuran Units in that jurisdiction and it is the responsibility of the AFI Shareholder to find out what those resale restrictions are, and to comply with them before selling the Nuran Units.

Section 2.6 Actions to Satisfy Conditions

Each of Nuran and AFI shall take all such actions as are within its power to control and to use commercially reasonable efforts to cause other actions to be which are not within its power or control, so as to ensure compliance with all of the applicable conditions precedent as set forth in this Agreement and any Transaction Agreements.

Article 3 – COVENANTS

Section 3.1 Mutual Covenants

From the date of this Agreement until the earlier of the Effective Date and the termination of this Agreement in accordance with Article 9, except as otherwise expressly permitted or specifically contemplated by this Agreement or required by Applicable Laws, each of the Parties shall:

Section 3.2 Additional Covenants of AFI

From the date of this Agreement until the earlier of the Effective Date and the termination of this Agreement in accordance with Article 9, except as expressly permitted or specifically contemplated by this Agreement or required by Applicable Laws, AFI covenants and agrees that AFI shall:

Section 3.3 Additional Covenants of Nuran

From the date of this Agreement until the earlier of the Effective Date and the termination of this Agreement in accordance with Article 9, except as expressly permitted or specifically contemplated by this Agreement or required by Applicable Laws, Nuran covenants and agrees that:

Article 4 – REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties of AFI

In order to induce Nuran to enter into and to consummate the transactions contemplated by this Agreement, AFI represents and warrants to Nuran that the representations and warranties contained in Schedule A are true, accurate and correct as of the date of this Agreement.

Section 4.2 Representations and Warranties of Nuran

In order to induce AFI to enter into and to consummate the transactions contemplated by this Agreement, Nuran represents and warrants to AFI that the representations and warranties contained in Schedule C are true, accurate and correct as of the date of this Agreement.

Article 5 – DISCLOSURE DOCUMENTS

Section 5.1 AFI Approval

As promptly as practical following the execution of this Agreement and in compliance with Applicable Laws (including Applicable Canadian Securities Laws), AFI shall prepare the AFI Approval and provide AFI Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters before them.

Article 6 – FILINGS

Section 6.1 Preparation of Filings

(1)          Nuran and AFI shall cooperate in the taking of all such action as may be required under the BCBCA, the OBCA, Applicable Canadian Securities Laws, and other Applicable Laws in connection with the transactions contemplated by this Agreement.

(2)          Each of Nuran and AFI shall promptly furnish to the other all information concerning it as may be required for the effectuation of the actions described in this Agreement and the provisions of this Section 6.1(1).

Article 7 – CONDITIONS PRECEDENT

Section 7.1 Mutual Conditions Precedent

(1)          The respective obligations of the Parties to consummate the transactions contemplated hereby, and in particular the completion of the Transaction, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions:

(2)          The foregoing conditions are for the mutual benefit of Nuran on the one hand and AFI on the other hand and may be waived, in whole or in part, jointly by the Parties at any time. If any of the foregoing conditions are not satisfied or waived on or before the Effective Date then a Party may terminate this Agreement by written notice to the other Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of such terminating Party’s breach of this Agreement.

Section 7.2 Conditions to Obligations of AFI

The obligation of AFI to consummate the transactions contemplated hereby, and in particular to complete the Transaction, is subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions:

(2)          The conditions in Section 7.2 are for the exclusive benefit of AFI and may be asserted by AFI regardless of the circumstances or may be waived by AFI in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which AFI may have.

Section 7.3 Conditions to Obligations of Nuran

(1)          The obligations of Nuran to consummate the transactions contemplated hereby, and in particular to complete the Transaction, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions:

(2)          The conditions in Section 7.3 are for the exclusive benefit of Nuran and may be asserted by Nuran regardless of the circumstances or may be waived by Nuran in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Nuran may have.

Section 7.4 Notice and Effect of Failure to Comply with Conditions

Each of Nuran and AFI shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to: (a) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect; or (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party hereunder; provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder.

Section 7.5 Satisfaction of Conditions

The conditions set out in Section 7.3 are conclusively deemed to have been satisfied, waived or released when, with the agreement on closing of the Transaction.

Article 8 – AMENDMENT

Section 8.1 Amendment

This Agreement may at any time and from time to time before or after the holding of the AFI Approval be amended by written agreement of the Parties hereto without, subject to Applicable Laws, further notice to or authorization on the part of their respective shareholders and any such amendment may, without limitation:

provided that no such amendment reduces or materially adversely affects the consideration to be received by AFI Shareholders without approval by the affected AFI Shareholders given in the same manner as required for the approval of the Transaction.

Article 9 – TERMINATION

Section 9.1 Termination

(1)          This Agreement may be terminated at any time in each of the following circumstances:

(2)          If this Agreement is terminated in accordance with Section 9.1, this Agreement shall forthwith become void and no Party shall have any liability or further obligation to the other Parties hereunder except for each Party’s obligations under Section 12.6 and Section 12.7 hereunder, which shall survive such termination, and provided that neither the termination of this Agreement nor anything contained in this Section 9.1(2) shall relieve any Party from any liability for any breach by it of this Agreement, including from any inaccuracy in any of its representations and warranties and any non-performance by it of its covenants made herein, prior to the date of such termination.

Article 10 – Tax-election

Section 10.1 Election

At the request of any AFI Shareholder who is resident in Canada for the purposes of the ITA, Nuran shall jointly elect with such shareholder (an “Electing Shareholder”) so that the provisions of subsection 85(1) or (2) of the ITA and any equivalent provision under provincial legislation (each a “Tax Election Provision”) shall apply in connection with the sale of the AFI Shares and the issuance of Nuran Units issued by Nuran to the Electing Shareholder. Nuran and each Electing Shareholder shall do all acts and things as may be necessary or convenient in order to completely and effectually carry out the intention of the parties hereto, including the filing, in the prescribed form and within the prescribed time limits, of a joint election pursuant to the Tax Election Provision in respect of the disposition of the AFI Shares and in this regard, the Electing Shareholder and Nuran shall elect a value as set out in Schedule B attached hereto which will not be less than its adjusted cost base to the Electing Shareholder on the Effective Date and not be greater than its fair market value on the Effective Date.

It is the intent of the Parties that the aggregate fair market value of the Nuran Units shall be equal to the aggregate fair market value of the AFI Shares on the Effective Date. In the event that at any time in the future, the Minister of National Revenue or any duly authorized official of Canada Revenue Agency, any provincial taxing authority, or any competent court makes a determination to which the Parties acquiesce or from which there is no further right to object or appeal, or in the event that the parties themselves determine that the aggregate fair market value so determined for the purposes of this Agreement and any income tax election forms, resolutions and other documentation pertaining thereto (collectively the “Documentation”) is greater or less than the amount included in the Documentation, the aggregate fair market value, as determined, shall automatically be substituted for the aggregate fair market value used in the Documentation to the same intent and purpose as if such value had been included therein at the time of the execution of the Documentation.

Article 11 – Indemnity

Section 11.1 Mutual Indemnity

(1)          Indemnification by AFI Shareholders to Nuran

The AFI Shareholders, jointly and severally, shall indemnify, defend and hold harmless Nuran from and against all Losses arising out of or resulting from:

For purposes of this Section 11.1, “Losses” means all losses, damages, liabilities, costs, and expenses, but excluding consequential, special, punitive or exemplary damages and lost profits, except to the extent such damages are awarded by a court in a third-party claim.

(2)          Indemnification by Nuran to AFI Shareholders

Nuran shall indemnify, defend and hold harmless the AFI Shareholders and their respective successors and assigns (collectively, the “AFI Indemnitees”) from and against all Losses arising out of or resulting from:

(3)          Survival Period of Representations and Warranties

Article 12 GENERAL

Section 12.1 Notices

All notices that may be or are required to be given pursuant to any provision of this Agreement are to be given or made in writing and served personally, delivered by courier or sent by facsimile or other electronic transmission:

Nuran Wireless Inc.

100 – 2150 Cyrille-Duquet Street

Quebec, QC, G1N 2G3
 

Attention: Francis Létourneau, Chief Executive Officer
Email: francis.letourneau@nuranwireless.com

Advance Factoring Inc.
REDACTED

REDACTED

Attention: REDACTED
Email: REDACTED

or such other address as the Parties may, from time to time, advise the other Parties hereto by notice in writing. The date or time of receipt of any such notice will be deemed to be the date of delivery or the time such facsimile or other electronic transmission is received.

Section 12.2 Binding Effect

This Agreement shall be binding upon and enure to the benefit of the Parties hereto and their respective successors and permitted assigns.

Section 12.3 Assignment

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties hereto without the prior written consent of the other Parties hereto.

Section 12.4 Entire Agreement

This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, among the Parties with respect to the subject matter hereof.

Section 12.5 Public Communications

(1)          Each of Nuran and AFI agree to consult with each other prior to issuing any press releases or other public written disclosure with respect to this Agreement or the Transaction or making any filing with any Governmental Authority with respect thereto. Without limiting the generality of the foregoing, no Party shall issue any press release regarding the Transaction, this Agreement or any transaction expressly provided for in this Agreement without first providing a draft of such press release to the other Party and reasonable opportunity for comment; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any such disclosure required in accordance with Applicable Laws. If such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party, and if such prior notice is not possible, to give such notice promptly following such disclosure.

(2)          For greater certainty, Nuran may issue press releases regarding ongoing business developments unrelated to this Agreement.

Section 12.6 Costs

Without limiting the foregoing, on the Effective Date Nuran shall reimburse AFI and AFI Shareholders (including REDACTED and entities designated by him) for documented fees, costs and expenses incurred on behalf of Nuran and/or AFI in connection with the Transaction. Such reimbursements shall be paid prior to any discretionary use of proceeds.

Section 12.7 Privilege Preservation and Records Segregation

Notwithstanding anything to the contrary, all solicitor-client and work-product privileges, and all pre-closing legal files, communications and analyses of AFI and the AFI Shareholders (including communications with their counsel regarding the negotiation, documentation and consummation of this Agreement and related transactions) shall be and remain the exclusive property of the AFI Sellers’ (or its designee), shall not transfer to Nuran or AFI post-closing, and may not be used or accessed by Nuran or AFI for any purpose. AFI shall, prior to closing, segregate and remove such privileged materials from any systems delivered to Nuran; inadvertent possession shall not waive privilege, and Nuran shall promptly return or destroy such materials upon discovery.

Section 12.8 Confidentiality

(1)          The Parties acknowledge that each will and has provided to the other information that is non-public, confidential, and proprietary in nature. Each of the Parties (and their respective directors, officers, affiliates, representatives, agents and employees) will keep such information confidential and will not, except as otherwise provided below, disclose such information or use such information for any purpose other than for the purposes of consummating the Transaction and the other transactions contemplated by this Agreement. The foregoing will not apply to information that:

(2)          Each of the Parties agrees that immediately upon termination of this Agreement, each Party will return to the other or destroy or delete all confidential information.

Section 12.9 Severability

If any one or more of the provisions or parts thereof contained in this Agreement should be or become invalid, illegal or unenforceable in any respect, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be severable therefrom and the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 12.10 Further Assurances

Each Party hereto shall, from time to time and at all times hereafter, at the request of the other Parties hereto, but without further consideration, do all such further acts, execute and deliver all such further documents and instruments and provide all such further assurances as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

Section 12.11 Time of Essence

Time shall be of the essence of this Agreement.

Section 12.12 Applicable Law and Enforcement

This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Ontario and the laws of Canada applicable therein. The Parties hereby irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.

Section 12.13 Waiver

Any Party may, on its own behalf only, (i) extend the time for the performance of any of the obligations or acts of the other Parties, (ii) waive compliance with the other Parties’ agreements or the fulfillment of any conditions to its own obligations contained herein, or (iii) waive inaccuracies in the other Parties’ representations or warranties contained herein or in any document delivered by the other Parties; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

Section 12.14 Counterparts

This Agreement may be executed in counterparts and/or by electronic means, each of which shall be deemed an original, and all of which together constitute one and the same instrument.

[Signature page follows]

The parties have executed this Agreement.

[Signature pages of the AFI Shareholders follows.]

AFI Shareholders

Schedule A – Representations and Warranties of AFI

Representations and Warranties of AFI

A.           AFI represents and warrants to Nuran as follows, and acknowledges that Nuran is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

Schedule B – AFI Capitalization

Schedule C – Representations and Warranties of Nuran

Representations and Warranties of Nuran

B.              Nuran represents and warrants to AFI and AFI Shareholders, as follows, and acknowledge that AFI is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

Schedule D –Form of Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”), dated as of December 22, 2025, is made and entered into by and between Nuran Wireless Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders”).

RECITALS

WHEREAS, the Company and the undersigned Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company he, she or it holds, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINITIONS

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of any director of the Company, the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble.

“Board” shall mean the Board of Directors of the Company.

“Commission” shall mean the U.S. Securities and Exchange Commission.

“Common Shares” shall mean the common shares in the capital of the Company.

“Company” shall have the meaning given in the Preamble.

“Demand Registration” shall have the meaning given in subsection 2.1.2.

“Demanding Holder” shall have the meaning given in subsection 2.1.2.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as it may be amended from time to time.

“Form F-1” shall have the meaning given in subsection 2.1.2.

“Form F-3” shall have the meaning given in subsection 2.3.

“Form F-10” shall have the meaning given in subsection 2.3.

“Holder” shall have the meaning given in the Preamble.

“Maximum Number of Securities” shall have the meaning given in subsection 2.1.5.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading.

“Piggyback Registration” shall have the meaning given in subsection 2.2.1.

“Pro Rata” shall have the meaning given in subsection 2.1.5.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Prospectus Date” shall mean the date of the final prospectus filed with the Commission and declared effective and relating to the Company’s initial public offering.

“Public Company Date” shall mean the earliest of the date on which either (i) the Common Shares of the Company are registered under the Exchange Act or the Prospectus Date or (ii) any publicly traded common equity (or equivalent security) of any successor entity are issued in exchange for the Common Shares in either case, whether as a result of a public offering, business combination, recapitalization, reorganization or otherwise.

“Registrable Security” shall mean (a) any outstanding Common Shares or any other equity security (including the Common Shares issued or issuable upon the exercise, conversion or exchange of any other equity security, any warrants, options, convertible or exchangeable securities, or other rights to subscribe for, purchase, convert into or otherwise acquire Common Shares) of the Company held by the Registration Rights Holders as of the date of this Agreement, and (b) any other equity security of the Company issued or issuable with respect to any such Common Shares by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; or (D)such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

“Registration Rights Holders” means the Holders.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holder” shall have the meaning given in subsection 2.1.2.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended from time to time.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering (as defined below) and not as part of such dealer’s market-making activities.

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

ARTICLE II
REGISTRATIONS

ARTICLE III
COMPANY PROCEDURES

ARTICLE IV
INDEMNIFICATION AND CONTRIBUTION

ARTICLE V
MISCELLANEOUS

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Registration Rights Agreement]