The following is a summary of the material terms on which Recordai, LLC and/or certain of its affiliates

(“Recordai, LLC”) proposes to acquire all of the equity of the Company (as defined below) from the Sellers (as defined
below). This Letter of Intent is intended solely as a basis for further discussion and, other than the sections titled
“Miscellaneous,” “Exclusivity,” “Confidentiality,” “Expenses” and “Non-Binding Agreement” which shall be binding on
the parties hereto, does not evidence any agreement to make such an acquisition or any other binding commitment on the
part of any of Recordai, LLC, the Company or the Sellers. Such an acquisition or other binding commitment will arise
only upon the execution by the parties of definitive, binding agreements, as further described herein.

Company: The two companies identified as Barry G. Chaiken M.D., P.C. and Style-Eyes By
Jennifer, Inc. They are two separate entities that are being purchase concurrently in this
Acquisition.

Acquiror: Recordai, LLC and/or certain of its affiliates.

Sellers: Collectively, the current owners of the Company, all of whom have signed this Letter of
Intent below.

Closing: The closing (the “Closing”) is anticipated to occur within 90 days following the full
execution of this Letter of Intent and Sellers’ delivery of all information necessary for the
Acquiror’s due diligence.

Purchase Price and The Acquiror, through a newly-formed special purpose vehicle (the “SPV”), will acquire
Acquisition Structure: 100% of the outstanding equity interest of the Company based on the nominal purchase
price valuation of $10.5 million USD (the “Purchase Price”) or the equivilant of 3.23
time multiple of combine trailing twelve months adjusted EBITDA currently disclosed
for both companies at approximately $3.25 million USD. At Closing, the Acquiror will
pay the Sellers approximately $6.3 million USD in cash (the “Cash Purchase Price”) and
issue to the Sellers equity in the SPV equal to a 40% ownership stake in SPV. This 40%
ownership stake will have a put option to be purchase by the Acquiror at request after 36
months post acquisition.

The Acquiror intends to use third-party debt from one of its institutional lending partners
to finance some or all of the Cash Purchase Price for the Acquisition at Closing, and the
Acquisition will all be structured as a debt-free, cash-free transaction.

Other Agreements: The Acquisition will include an Employment Contract at closing that will provide Dr.
Chaiken with 30% of revenue generated as compensation for all the work he directly
worked on for the next 36 months under the SPV. The detail of this contract will be
drafted for the purchase agreement after due diligence from third party accounting firm.

The SPV will sign a 10 years lease at FMV for their business and office locations.
 The Acquiror will agree to maintain four key employees: Debra Fine, Karyn Nearburg,
Natalie Cebastiano, and Christine Fallwell at current compensation and benefits post
Acquisition. Provided that these employees perform their tasks in a timely manner and
do not break any of their contractual employee obligations.

Working Capital: The Purchase Price will be subject to an upward or downward adjustment to the extent
that the Company’s Current Assets less Current Liabilities (each calculated in accordance
with GAAP) delivered at Closing is greater than or less than a normalized level to be
agreed upon prior to the Closing. The exact working capital target amount for purposes
of the adjustment will be agreed by the parties during the due diligence period, but the
Acquiror acknowledges and agrees that in no event shall the working capital target is not
to exceed 3 months average of working capital.

Closing Conditions: All the terms and conditions in this Letter of Intent are, and the consummation of any
purchase by the Acquiror through the SPV will be, subject to: (i) the Acquiror’s
completion and satisfaction with the results of its confirmatory business, technology,
legal and financial due diligence (and the Company and the Sellers agree to fully
cooperate with and assist in such due diligence on a timely basis); (ii) the negotiation and
execution of definitive legal documents necessary to consummate the Acquisition; (iii)
the Acquiror obtaining satisfactory financing with the selected institutional lenders; (iv)
the absence of any material adverse changes in the business or condition (financial or
other) of the Company; and (v) obtaining any required approvals from the Acquiror’s
Board of Directors.

Non-compete/Non- The Sellers will agree to customary post-closing restrictive covenants in the definitive
solicitation: purchase agreement for the Acquisition for a period of five (5) years from the date of
Closing.

Documentation: The Acquisition will be made pursuant to a purchase agreement and other standard
documentation drafted by counsel to the Acquiror, containing customary representations
and warranties (including representations about the Company from the Sellers),
indemnification provisions, affirmative and negative covenants, and conditions to
closing.

Miscellaneous: This Letter of Intent shall be governed by binding arbitration in the State of Delaware
and constitutes the entire agreement between the parties and their affiliates and
supersedes all prior agreements, representations, warranties and understandings of such
parties (whether oral or written). This Letter of Intent may be amended only by written
agreement, signed by the parties to be bound by the amendment.

Exclusivity: For the period commencing on the date this Letter of Intent is accepted by the Company
and the Sellers and terminating 90 days thereafter (the “Exclusivity Period”), neither the
Company, the Sellers nor any of their respective directors, officers, employees, agents or

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 representatives (collectively, the “Seller Group”) will solicit, encourage or entertain
proposals from or enter into negotiations with or furnish any nonpublic information to
any other person or entity regarding the sale of any equity securities of the Company, or
regarding the acquisition of the Company, whether by sale of all or substantially all of its
assets, merger, consolidation or stock sale (an “Acquisition Proposal”); provided,
however, that the Exclusivity Period shall automatically be extended for any period of
time during which the Sellers and/or the Company fail to deliver any reasonable
diligence requests to the Acquiror or fail to grant Acquiror reasonable access to the
officers, directors and facilities of the Company. The Sellers and the Company will
immediately notify the Acquiror regarding any contact between any member of the Seller
Group and any other person regarding any such Acquisition Proposal during the
Exclusivity Period.

Confidentiality: Each party hereto agrees that the terms and conditions, but not the existence, of this
Letter of Intent will be treated as each other party’s confidential information and that no
reference to the terms and conditions of this Letter of Intent or to activities pertaining
thereto may be made in any form of press release or public statement without first
obtaining the consent the other parties; provided, however, that each party may disclose
the terms and conditions of this Letter of Intent: (i) as may be required by law; (ii) to
legal counsel of such party; (iii) in confidence, to accountants, banks, and financing
sources and their advisors; and (v) in confidence, in connection with the enforcement of
this Letter of Intent or rights under this Letter of Intent.

Expenses: Each party will each pay its respective expenses related to this Letter of Intent, the
definitive purchase agreement and related documentation related to the Acquisition and
the Acquisition. However, the Sellers and/or the Company will reimburse the Acquiror
for all reasonable expenses the Acquiror or its designee incurs, including fees and
expenses of counsel, accountants, advisors, consultants, financing costs, and out-of-
pocket expenses, in connection with the Acquisition if the Sellers or the Company breach
the “Exclusivity” section of this Letter of Intent prior to its termination.

Non-Binding Agreement: It is expressly understood that this is a Letter of Intent only, it is not intended to be a
binding agreement except the sections titled “Miscellaneous,” “Exclusivity,”
“Confidentiality,” “Expenses” and “Non-Binding Agreement”, which shall be binding
upon the parties. The execution of this Letter of Intent below does not constitute or give
rise to a contract. The purpose of this Letter of Intent is to set forth only a non-binding
statement of the terms of the proposed transaction that will be reduced to a formal
agreement by the parties’ attorneys. The obligation upon the parties is to act in good faith
in furtherance of these proposed terms.

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 If this Letter of Intent is not signed by the Sellers and the Company and returned to Recordai, LLC by 5:00 pm ET
on May 12th, 2023, it shall expire without any further action on the part of Recordai, LLC and shall be of no further force
or effect.

THE COMPANY: THE ACQUIROR:

BARRY G. CHAIKEN M.D., P.C. RECORDAI, LLC

By: By:

Name: Name:

Title: Title:

Date: Date:

THE COMPANY:

STYLE-EYES BY JENNIFER, INC.

By:

Name:

Title:

Date: