Quantum Biopharma Ltd.

We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company” and “Item 7. Major Shareholders and Related Party Transactions” or elsewhere in this annual report on Form 20-F.

The summaries provided below and elsewhere in this Annual Report are not meant to be exhaustive and are qualified in their entirety by the full text of the relevant agreements, copies of which are filed as exhibits to this Annual Report.

Unbuzzd IP License Agreement, Plan of Arrangement and Related Documents

For more information on the Unbuzzd IP License Agreement, Unbuzzd Amended Loan Agreement, Unbuzzd Amended Security Agreement, Celly Warrant Certificate, Plan of Arrangement and related documents, please see “Item 4. Information on the Company. - A. History and Development of the Company Overview and History – Important Events in the Development of the Company’s Business” and Exhibits 4.2-4.9.

Coattail Agreement

In accordance with the rules of the CSE designed to ensure that, in the event of a take-over bid, the holders of Class B Subordinate Voting Shares will be entitled to participate on an equal footing with holders of Class A Multiple Voting Shares, the holders of not less than 80% of the outstanding Class A Multiple Voting Shares have entered into the coattail agreement dated May 24, 2018 among the Company, Computershare Investor Services Inc., the Company’s previous registrar and transfer agent of the Company, and certain of the Shareholders holding at least 80% of the Class A Multiple Voting Shares. The Coattail Agreement contains provisions customary for dual class, publicly traded Ontario corporations designed to prevent transactions that otherwise would deprive the holders of Class B Subordinate Voting Shares of rights under the take-over bid provisions of applicable Canadian securities legislation to which they would have been entitled if the Class A Multiple Voting Shares had been Class B Subordinate Voting Shares.

See Exhibit 2.4 for the Coattail Agreement and Exhibit 2.1, “Description of Securities,” for details.

UHN License Agreement

For more information, please see “Item 4. Information on the Company. - A. History and Development of the Company - Other Significant Operations and Principal Activities – Fiscal 2023 and 2024” and Exhibit 4.10.

Epitech License Agreement and Prismic Assignment Agreement

For more information, please see “Item 4. Information on the Company. – C. Organizational Structure” and Exhibits 4.13, 4.14, and 4.15.

ATM Agreement

For more information, please see “Item 4. Information on the Company. - A. History and Development of the Company - Significant Developments in Fiscal 2025” and Exhibit 4.26.

Lucid Amalgamation Agreement and Master Agreement

The Lucid Amalgamation Agreement is the amalgamation agreement dated September 20, 2021, entered into among the Company, Lucid and a wholly owned subsidiary of the Company (“Subco”) in connection with the Lucid Acquisition. Pursuant to the Lucid Amalgamation Agreement, Lucid Psycheceuticals Inc. and Subco agreed to amalgamate into Lucid.

For more information, please see Exhibits 4.11 and 4.12.

**Shareholder Agreement **

For more information, please see “Item 7. Major Shareholders and Related Party Transactions –B. Related Party Transactions” and Exhibit 4.22.

Employment Agreements

The Company has entered into employment agreements with Zeeshan Saeed, its Chief Executive Officer, Anthony Durkacz its Co-Executive Chairman, Donal Carroll, its Chief Financial Officer and Dr. Andrzej Chruscinski, its Vice President, Clinical and Scientific Affairs.

For more information, please see “Exhibits 4.18-4.21.

December 2024 and January 2025 Convertible Debenture Offerings

During December 2024 and January 2025, the Company completed a series of non-brokered private placement financings raising aggregate gross proceeds of C$5,000,000 through the issuance of convertible debenture units. For more information, please see "Item 4. Information on the Company — A. History and Development of the Company — Important Events in the Development of the Company's Business in Fiscal 2025" and Exhibits 2.2, 2.3, 4.23, 4.24, and 4.25