Exhibit 10.2
AMENDMENT NO. 1 TO STRATEGIC DIVESTITURE & SETTLEMENT AGREEMENT Amendment No. 1 (the "An1endment") is executed as of June 26, 2026 (the "Amendment Date"), by and be tw een: 1. Hes tia Insight Inc ., a Nevada corporation, with its principal executive offices located at 732 S. 6 S t reet, Suite 4762 Las Vegas NV, 89101 (hereinafter referred to as " HSTA " or the "Company"); and 2. Edward C. Lee , an individual and t he Chairman and President of the Company (hereinafter referred to as the " Executive "). WHEREAS , the Company a n d the Executive entered into that ce r tain Separation and Compensation Settlement A greemen t dated Apr il 25, 2026 (the "Co r e Agreement"); and WHEREAS , Broadridge Financial Solutions completed the physical distribution of the Schedule 14C Information Statement to beneficial, street - name shareholders on June 24, 2026 ;and WHEREAS , the parties desire to amend the Core Agreeme nt to lock In the precise legal and operational closing date in strict compliance with the mandatory 20 - day not ice requ i re ment under SEC Rule 1 4c - 2. NOW, THEREFORE , in consideration for the mutual covenants contained herein, the parties agree as follows: SECTION 1. AMENDMENT TO EFFECTIVE DATE 1. Amendment to Section 2 . 1. Section 2.1 of the Core Agreement is hereby amended and restated in its entirety to state the following: " The parties explicitly acknowledge and agree that while thi s Agreement was executed on June 26, 2026 the actual transfer of ownership of Hestia Investments Inc. and t he simultaneous satisfaction and waiver of all outstand ing executive compensation and historical service claims shall become legally and operationally effective on July 15, 2026 (the 'Effect iv e Date')." SECTION 2. RATIFICATION AND MISCELLANEOUS 1. Rat ifica tion . Except as expressly amended by this Amendme n t No . 1 , all other term s , covenants, and conditions of the Core Agre e ment r emai n completely unchanged, ratifi ed, and in full force and effect . 2. Specific Terms Preserved . For the avoidance of doubt, the April30,2026 Record Date and t he twenty per ce nt (24 - month, 20%) Profit Participation Right granted to the
Shareholders o f Record under Section 3 or the Core Agreement remain completely fixed, unaffected, and fully enforceable. 2 .3 Governing Law . This Amendment shall be governed by. and cons trued in accordance with, the laws of the State of N eva da , without regard to its conflict of laws pnnc1ples . IN WITNESS WHEREOF, the part ies ha ve executed this AmendmentNo . 1 to Strategic Divestiture & Settlement Agreement as of the date first written above. COMPANY : - Tille: Representative of the Independent Boa rd of Directors EXECUTIVE : � - 4 By : -- -- " � = - - -- / - , - ' � Edward C. Lee Chairman and President, Hestia Insight Inc .