Elytix Corporation

ELYTIX CORPORATION

Effective Date: September 3, 2026

This Employee Agreement (“Agreement”) is entered into between Elytix Corporation, a Wyoming corporation (“Elytix,” “Company,” “we,” “us,” or “our”), and the individual accepting this Agreement (“you,” “Employee,” or “Research Associate”). By checking the acceptance box (or otherwise electronically accepting this Agreement) at enrollment, you acknowledge that you have read, understood, and agree to the terms below.

1. Employment Relationship

Upon acceptance of this Agreement and completion of required onboarding, you will be engaged as a W-2 employee of Elytix Corporation in the position of Research Associate. Elytix is the sole employer. This is not a multi-employer or MEWA arrangement. Your employment is at-will, meaning either you or Elytix may terminate the employment relationship at any time, with or without cause or advance notice, subject to the terms of this Agreement and applicable law.

Your primary duties are to participate in Elytix-sponsored research studies, complete required face scans (rPPG biomarker collection), provide accurate information, comply with study protocols, and maintain enrollment in an Elytix Group Health Plan as described below. Specific duties may be further described in study documents or communications from Elytix.

2. Group Health Plan Enrollment – Essential Condition

As an essential component of the Elytix research protocol and of your W-2 Research Associate engagement, you must:

Select and enroll in one of the Elytix-sponsored Group Health Plans (or the applicable plan option made available through the research program);
Pay any required employee portion of premiums or contributions; and
Maintain continuous, current enrollment in such plan for the duration of your active participation.

Failure to select, enroll in, pay for, or maintain continuous enrollment in the required Group Health Plan is grounds for immediate termination of your research participation, W-2 employment status, compensation, and eligibility for benefits. This requirement is a material term of both the research protocol and this employment relationship.

3. Compensation

While you remain an active, compliant Research Associate, you will receive compensation at a rate of $40.00 per hour, billed in 15-minute increments, for time spent completing the required monthly research session. One research session per calendar month is compensated. Additional scans may be performed at any time at no cost to you but are not separately compensated. Compensation is subject to applicable federal, state, and local tax withholding and reporting (including issuance of Form W-2), and is not guaranteed for any particular duration beyond what is set forth in applicable documents.

You are solely responsible for any taxes on compensation beyond required withholdings and for accurate reporting on your personal tax returns. Elytix or its designated payroll administrator will handle required employment tax filings and withholdings during active W-2 engagement.

Compensation for research participation is separate from and in addition to any benefits or coverage you may receive through associated Group Health Plans.

4. Benefits

While you maintain active W-2 Research Associate status and continuous enrollment in an Elytix Group Health Plan, you will be eligible for the benefits provided under that plan, subject to the terms of the applicable Plan Document, Summary Plan Description (SPD), and any related documents. Eligibility for benefits ends upon termination of employment or loss of plan enrollment, except as required by COBRA or similar continuation laws.

Elytix does not guarantee continued availability of any particular plan design, benefit level, or research study.

Waiver of Reimbursement; Transfer of Unused Claims Funds

Employee acknowledges and agrees that any amounts allocated, reserved, credited, or otherwise held in connection with Employee’s participation in the Elytix employee-sponsored ERISA-based group health plan (the “Plan”) in any claims reserve, claims fund, claims benefit-management account, IBNR or similar bucket, or other Plan-related funding mechanism (collectively, the “Claims Bucket”) are held solely for the administration and payment of eligible Plan benefits in accordance with the official Plan documents.

Employee hereby irrevocably waives, releases, and relinquishes any right, title, interest, claim, or expectancy of reimbursement, refund, rebate, cash-out, residual payment, unused-balance payout, or other personal recovery of any funds remaining in the Claims Bucket at any time, including upon termination of employment, cessation of Plan participation, plan year-end, or Plan termination, except to the extent a vested and properly submitted claim for covered benefits is payable under the official Plan documents.

Employee further acknowledges that adequate consideration exists for this waiver, including eligibility for W-2 Research Associate employment, participation in the Plan, access to Plan benefits and related platform features, and the other rights and benefits described in the enrollment materials.

Employee specifically waives and transfers any unused, unclaimed, residual, or surplus funds remaining in the Claims Bucket to the Plan Sponsor (Elytix Corporation, or its designated successor or affiliate acting as Plan Sponsor), to be used for Plan-related purposes determined by the Plan Sponsor in accordance with the official Plan documents and applicable law. Employee agrees that such unused funds do not constitute Employee wages, deferred compensation, a personal account, an HSA, an FSA, or any other individually owned or individually vested asset.

This waiver and transfer is a material condition of employment and of Plan participation. Employee represents that Employee has had a reasonable opportunity to review this provision and to seek independent advice.

5. Termination and Withdrawal

Your employment and research participation may end upon:

Your voluntary withdrawal or resignation;
Termination by Elytix for any reason, including but not limited to failure to maintain required Group Health Plan enrollment, failure to complete required scans or assessments, provision of false information, violation of study protocols or company policies, or operational/regulatory reasons;
Completion or discontinuation of the applicable research study; or
Other circumstances provided in this Agreement or applicable law.

Upon termination or withdrawal for any reason:

You will be terminated as a W-2 employee/Research Associate of Elytix;
Your eligibility for ongoing compensation and active Group Health Plan coverage will end;
You will no longer be eligible for the Elytix Group Health Plan, except that COBRA continuation coverage or similar state-mandated continuation rights may be available to you at your own expense, and you will be provided with the required COBRA election notice;
You will no longer be required to submit new data or participate in assessments; and
Data already submitted, including any de-identified or aggregated datasets derived from your participation, may continue to be used, retained, and licensed by Elytix in accordance with the Privacy Policy, the Research Participation Agreement, the Biometric / rPPG Consent, and applicable law. Withdrawal or termination does not affect Elytix’s sole and exclusive ownership of any de-identified data or the licenses and authorizations previously granted.

6. Confidentiality and Intellectual Property

You agree to keep confidential any non-public information you receive about Elytix, its research, its plans, or its participants, except as required by law or authorized by Elytix. You assign to Elytix all right, title, and interest in any work product, data, feedback, or intellectual property you create or contribute in the course of your duties as a Research Associate, consistent with the data license and de-identified data ownership provisions in the Research Participation Agreement and Informed Consent and the Privacy Policy.

7. Representations

You represent that all information you provide to Elytix is accurate and complete to the best of your knowledge, that you meet the eligibility criteria for the applicable research study and employment, and that you will promptly update any information that changes. Providing false or misleading information may result in immediate termination and other consequences.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Wyoming, without giving effect to conflict-of-laws principles. Any dispute arising under or relating to this Agreement, your employment, or your research participation will be resolved exclusively by final and binding individual arbitration in Sheridan County, Wyoming, under the rules of the American Arbitration Association. You and Elytix each waive any right to a jury trial and any right to participate in a class, collective, or representative proceeding. The arbitrator may award individual relief only. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief or bring claims related to intellectual property in any court of competent jurisdiction. Nothing in this arbitration agreement requires arbitration of claims exempted by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (EFAA) or other applicable federal law.

This arbitration agreement survives termination of employment or this Agreement.

This Agreement, together with the Terms of Use, Privacy Policy, Research Participation Agreement / Informed Consent, Biometric / rPPG Consent, and applicable Plan Documents / SPD, constitutes the entire agreement between you and Elytix concerning the subject matter hereof and supersedes prior discussions or understandings on these topics. In the event of conflict, the document most specifically addressing the subject (e.g., this Agreement for employment terms, the Research Participation Agreement for research terms, the Biometric Consent for rPPG collection) will control.

Elytix may update this Agreement from time to time. Material changes will be communicated, and continued participation after notice may constitute acceptance of the updated terms.

10. Acknowledgment

By checking the box or otherwise electronically accepting this Agreement, you acknowledge that:

You have read and understood this Agreement;
You understand that Group Health Plan enrollment and continuous maintenance of enrollment is an essential condition of employment and of the research protocol;
You understand the at-will nature of the employment relationship and the consequences of termination or withdrawal; and
You agree to be bound by the terms of this Agreement.

Contact: support@elytix.com or Elytix Corporation, 6101 Enterprise Park Drive, Suite 800, Chattanooga, TN 37416.

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EMPLOYEE AGREEMENT