TERM SHEET
Strategic Investment into Semnur Pharmaceutical Holding Company

Date: 3 July 2026

Investor
iHolding Group LLP
420 Tattimbet Street
Medeu District
Almaty
Republic of Kazakhstan

Company.
Semnur Pharmaceuticals, Inc.

The Investor agrees to invest the sum of US $100,000,000 into the Company through the acquisition of newly issued equity securities of the Company.

The investment shall be made at a price of US $10.00 per share. Based upon the investment amount, the Investor shall receive approximately 10,000,000 shares.

The securities issued pursuant to this investment shall consist of newly issued common shares of the Company, unless otherwise mutually agreed in writing between the parties.

Development Stage Products / Technologies:

1. SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) (""SEMDEXA⍰""), a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica for which we have completed a Phase 3 study. We have initiated our 2nd Phase 3 trial which we are expecting to complete enrollment in 2027.

Intellectual Property/ Patents
See IP Summary Report

The Company shall provide the Investor and its advisors with reasonable access to financial, legal, operational, regulatory, intellectual property, and commercial information reasonably requested by the Investor. The Company shall provide the Investor and its advisors with reasonable access to financial, legal, operational, regulatory, intellectual property, and commercial information reasonably requested by the Investor. The Company shall establish and maintain a secure electronic data room containing all material corporate, financial, legal, regulatory, tax, operational, intellectual property, commercial, and compliance documents relating to the Company and its business. The Investor and its designated representatives, advisors, consultants, and legal counsel shall be granted full and unrestricted access to such data room throughout the due diligence process and until the completion or termination of the proposed transaction. The Company shall promptly upload and update all requested documents, records, agreements, licenses, permits, filings, correspondence, and other information necessary for the Investor to conduct a comprehensive due diligence review

The Investor shall receive customary registration rights relating to the shares acquired pursuant to this investment.

The parties agree to negotiate in good faith and this Term Sheet is subjected to agreed definitive agreements and subject to due diligence.

There shall be no mandatory fixed completion date for the transaction contemplated herein.

The existence and contents of this Term Sheet and related discussions shall remain confidential.

The Company acknowledges that the identity, reputation, strategic relationships, governmental contacts, commercial standing and proposed investment of iHolding Group LLP constitute valuable commercial assets. Unless and until the Investment has been fully completed and all investment funds have been irrevocably received, the Company shall not, without the Investor's prior written consent: (a) use the proposed investment to induce or persuade any third party to invest, lend or otherwise transact with the Company; or (b) use the proposed investment to establish, preserve or enhance the ownership percentage, valuation or negotiating position of any shareholder, prospective shareholder, investor, founder, executive, affiliate or other person.

No shareholder, investor, lender, founder, director, officer, affiliate or other third party shall be entitled to rely upon the proposed investment by the Investor for determining valuation, ownership, financing capacity or any commercial arrangement unless and until the Investment has completed.

The Company shall not assign, pledge, transfer or otherwise use this Term Sheet or the proposed investment in connection with any financing, merger, acquisition, restructuring or other transaction involving a third party without the Investor's prior written consent.

Nothing in this Term Sheet confers any right or benefit on any third party arising from the proposed investment by the Investor.

The Company shall not knowingly solicit or enter into competing transactions substantially similar to the transaction within 30 days from the signing of this Term Sheet.

Each party represents that it has full authority and capacity to enter into this Term Sheet.

Each party shall bear its own legal, advisory, accounting, and transactional expenses unless otherwise agreed.

This Term Sheet shall be governed by the laws of the State of New York, United States of America.

This Term Sheet constitutes a legally binding agreement between the parties upon execution, subject to definitive agreements.

If the parties are unable to agree definitive agreements for any reason, either party may terminate discussions without liability, and neither party shall have any obligation to complete the proposed investment.

"Notwithstanding any termination of this Term Sheet, Clauses 11 (Confidentiality), 12 (Commitment and Strategic Relationship), 13 (No Third-Party Reliance), 14 (No Assignment or Use of Investor Commitment), 15 (No Third-Party Benefit), 18 (Expenses) and 19 (Governing Law) shall survive termination and remain fully enforceable. The Investor shall be entitled to injunctive relief and all other remedies available at law or in equity for any breach of such clauses."

SEMNUR PHARMACEUTICALS, INC.

By: /s/ Henry Ji

Name: Henry Ji

Title: Chairman & CEO

Date: July 2, 2026