Exhibit 10.3
AMENDMENT NO. 2 TO STRATEGIC DIVESTITURE & SETTLEMENT AGREEMENT This Amendment No. 2 (the "Second Amendment") is executed as of July 15, 2026 (the "Amendment Date"), by and between: 1. Hestia Insight Inc. , a Nevada corporation, with its principal executive offices located at 732 South 6th Street, Suite 4762 , Las Vegas, NV 89101 (hereinafter referred to as "HSTA" or the "Company"); and 2. Edward C. Lee , an individual and the Chairman and President of the Company (hereinafter referred to as the "Executive"). WHEREAS, the Company and the Executive entered Into that certain Strategic Divestiture & Settlement Agreement dated April 25 , 2026 (the "Co r e Agreement") ; and WHEREAS , the parties subsequently executed Amendment No. 1 to the Core Agreement on June 26, 2026, which established an anticipated legal and operational effective closing date of July 15, 2026; and WHEREAS , the parties desire to further amend the Co r e Agreement and supersede Amendment No . 1 solely regarding the final transaction date, estab l ishing a clean month - end operational closing. NOW, TH EREFORE , in consideration fo r the mutual covenan t s contained herein, the parties agree as follows : SECTION 1. A M E N DMENT TO EFFECTIVE DATE 1 . 1 Amendmen t t o Effe ctiv e Closing Date . Sec ti o n 2 . 1 o f th e C o r e Ag reement (as previously modified by Amendment N o. 1) is here b y a m e n ded, res tat ed, and superseded in its enti r ety to state the fo ll owin g : "The parties explicitly acknowledge and ag r ee t h a t while th i s Agr eement was executed on April 25, 2026, the actual transfe r of ownership o f H estia Investments Inc. and the simultaneous satisfaction and waiver of a ll outstanding executive compensation and historical service claims shall become lega ll y, o p erationa ll y, and financially effective as of the close of business on July 31 , 2026 ( th e ' E ff ective Date')." SECTION 2. RATIFICAT I O N AND MI S CELLANEOUS 1. RatlflcaUon of Prior Terms. Except as exp r essly amended by this Second Amendment , all other terms, covenants, and conditions of the Core Agreemen t and Amendment No . 1 remain completely unchanged, ratified, and in full roroe and e ff ect. 2. Pr es erv a t io n o f S h a r e h o ld e r Ri ght s. For the avoidance of doubt, th e Aprll 30 , 2026 Record D a t e and the t we nty p e r ce nt ( 2 4 - month , 2 0 % ) Annual Profit p£/
Part i c i pa ti on R i ght granted to the Shareholders of Record under Section 3 of the Core Agreement r emain completely fixed 2 . 3 Governing Law . This Second Ame n dment s h all bo gove r ned by, and construed in acco rdance w i t h , t h e la ws o f th e State of Nevada , withou t regard to its conmct o f laws prin ci p l e s IN WITNESS WHEREOF, the parties have executed this Amendment No . 2 to the Strategic Divestiture & Settlement Agreement as of the date first written above . COMPANY : By : ���� =====::: := .. Name : E ug ene Ch a Title : Representative of the Independent Board of Directors EXECUTIVE: By : Edward C . Lee Ch a i nnan and Pre s ident. Hestia I ns i ght Inc . •