ASSET PURCHASE AGREEMENT DATED OCTOBER 12, 2026, AMONG AIBOTICS INC. AND PLAYJAMAICA LIMITED

ASSET SALE AND PURCHASE AGREEMENT

This Asset Sale and Purchase Agreement (“Agreement”) is made as of October 12, 2026,** **by and between AIBOTICS INC., a Nevada corporation (“Company” or “Buyer”); and PLAYJAMAICA LIMITED., a company organized and existing under the laws of Jamaica (“Seller”).

RECITALS

A.Seller is the owner of certain assets including contracts and intellectual property (the “Assets”, as further defined below); and 

B.Seller desires to sell, and Buyer desires to buy, the Assets. 

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises exchanged herein, and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I.

PURCHASE OF ASSETS

1.1.Sale and Purchase of Assets. On the Closing Date, Seller shall sell, assign, transfer, and convey to Buyer or Buyer’s wholly owned subsidiary designated by Buyer in writing prior to Closing (the “New Subsidiary”), and Buyer shall purchase and accept from Seller, on the terms and conditions set forth in this Agreement, all of Seller’s right, title, and interest in and to the Assets of Seller, specifically excluding therefrom all assets of Seller identified in Section 1.3. The Assets consist of: 

(a)Tangible assets. Buyer shall acquire the tangible assets set forth on Schedule 1.1(a),attached hereto and incorporated herein by reference, and all documentation relating to any such assets. 

(b) Trademarks.  All trademarks, trade names, service marks, and other protected or protectable marks or names utilized at any time by Seller set forth on Schedule 1.1(b), attached hereto and incorporated herein by reference, together with all goodwill associated therewith, and all marketing material and proofs or other samples of such trademarks related thereto. 

(c)Data, Records, and Assets Information and Intelligence.  All lists, records, data, information from past work, and other information of or pertaining to customers, prospects, vendors or suppliers; all marketing plans and strategies; all research, reports and other business intelligence relating to the Assets; and all records of any kind relating to the Assets.  

(d)Intellectual Property.  All rights to licenses and license applications, all ideas, concepts, plans, proposals, strategies, methods, systems, processes, techniques, know-how,  

knowledge, inventions (patentable or unpatentable) and other trade secrets or intellectual property belonging to or developed by Seller in relation to the Assets, whether or not reduced to a readable or tangible form or medium, and all programs, manuals, documents, papers, reports, or other information representing or relating to any such intellectual property as set forth Schedule 1.1(d)

(e)Contract Assignments.  All assignable contracts, agreements, arrangements, orders, and commitments related to the assets and identified on Schedule 1.1(e), attached hereto and incorporated herein by reference (the “Assigned Contracts”), and any documents, proposals, correspondence, working papers, or other items related in any way to the Assigned Contracts. Buyer reserves the right to reject any contract after review of the contract and at least five (5) business days prior to the Closing Date by providing written notice to Seller, and any contracts so rejected shall be deemed Excluded Assets. Seller shall obtain and deliver to Buyer at or before Closing all necessary third-party consents to assignment of the Assigned Contracts, and any Assigned Contract for which such consent has not been obtained shall be deemed an Excluded Asset unless Buyer waives this requirement in writing. 

(f)Software.  All assignable software, copies thereof, software licenses, and associated manuals and documentation, relating to the Assets, as set forth on Schedule 1.1(f), attached hereto and incorporated herein by reference, and, as against Seller, the sole and exclusive right to use said software for any purpose relating to the Assets; provided that Seller represents and warrants that all such software licenses are transferable without third-party consent or, where consent is required, such consent has been obtained and evidenced in writing prior to Closing. 

(g)Communications.  Seller’s domain name(s); accounts with respect to any social media or other online presence and all content thereof; and all telephone and fax numbers relating to the Assets, as set forth on Schedule 1.1(g), attached hereto and incorporated herein by reference. Seller shall cooperate with Buyer to effectuate the transfer of all domain name registrations, social media accounts, and telecommunications services, including providing all necessary authorizations, passwords, and access credentials.

(h)Other Intangibles.  All of Seller’s goodwill relating to the Assets. 

(i)Miscellaneous Assets.  Included in the above-described sale and purchase of assets are all other assets of Sellers, tangible or intangible, which are used or usable for the full enjoyment and utilization of the assets more particularly described above, including but not limited to passwords and security codes.  Other than those assets that are specifically excluded as set forth on Schedule 1.3, no other assets, and no liabilities of any nature whatsoever, are acquired or transferred hereby. 

1.2.Consideration.  In consideration for the acquisition of the Assets, the Buyer shall issue to the Seller 22,500 shares of the Company’s Series B Preferred Stock (the “Preferred Stock”), with such Preferred Stock having an aggregate stated value of $225,000. The Preferred Stock shall be convertible into shares of the Common Stock (the “Common Stock”) of the Company at the conversion rate stated in the Certificate of Designation of the Preferred Stock attached hereto as Exhibit A and incorporated herein by reference (the “Purchase Price”). All shares of Preferred Stock to be issued pursuant to the transactions contemplated hereby shall be  

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“restricted securities,” as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and shall bear a restrictive legend in substantially the form set forth in Exhibit B. Seller acknowledges that (i) it is acquiring the Preferred Stock for investment purposes only and not with a view to distribution or resale, (ii) it is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act, (iii) it has been afforded the opportunity to ask questions of and receive answers from Buyer concerning the terms and conditions of this investment, and (iv) it understands that the Preferred Stock may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

1.3.Excluded Assets.  Specifically excluded from the Assets to be sold and purchased are those items set forth on Schedule 1.3, attached hereto and incorporated herein by reference. If Schedule 1.3 is not attached or is blank, then no assets shall be deemed excluded except for the Excluded Liabilities as defined in Section 1.4.   

1.4.Assumption of Liabilities. Buyer does not assume any liabilities or obligations whatsoever of Seller, its shareholders, directors, officers, employees, agents, successors, or assigns, whether fixed or contingent, past, present, or future, known or unknown, liquidated or unliquidated, due or to become due, direct or indirect (collectively, the “Excluded Liabilities”), except as set forth on Schedule 1.4.  Seller agrees to pay all Excluded Liabilities promptly and in full to the extent that any liability constitutes an encumbrance on any of the Assets, and in any event prior to or at Closing, and shall provide written confirmation of such payment to Buyer within five (5) business days of payment. Seller shall provide Buyer with lien releases, UCC-3 termination statements, and other evidence reasonably satisfactory to Buyer that all such encumbrances have been released of record.  Seller shall defend, indemnify, and hold Buyer harmless from and against any and all claims, liabilities, or obligations of any nature arising from the acts or omissions of Seller, its shareholders, directors, officers, employees, agents, successors, or assigns, whether arising prior to or subsequent to the signing of this Agreement, except to the extent expressly assumed by Buyer.  The indemnification covenant stated in this Section 1.4 shall survive the expiration or termination of this Agreement for a period of twenty-four (24) months following the closing date, and shall be subject to the limitations set forth in Section 2.3 and Section 3.8(e). 

1.5.Earn Out. Seller will earn up to $3,000,000 in additional shares of Preferred Stock for generating up to $5,000,000 in cumulative gross revenue during the four (4) year period commencing on the Closing Date, as set forth below. Each milestone represents a cumulative gross revenue threshold: 

For purposes hereof, “Revenue” is determined in accordance with the Company’s stated revenue recognition policy.

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ARTICLE II. 

REPRESENTATIONS AND WARRANTIES

2.1Representations and Warranties of Seller.  Seller warrants and represents to Buyer as follows: 

(a)The Seller is duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted, to enter into and perform this Agreement and to consummate all of the transactions contemplated hereby. 

(a)The officers of Seller are authorized to execute and deliver this Agreement and any and all documents contemplated hereby. Except as set forth on Schedule 2.1(B), no consents or waivers are required to be given by governmental authorities, parties to an Assigned Contract, or other persons to permit the performance of this Agreement or to permit the lawful transfer of the Assets under this Agreement. 

(b)There are no lawsuits, actions, proceedings, investigations, or inquiries before any federal, state or local court, administrative agency, arbitration panel or governmental authority, pending or threatened, against Seller, and Seller is not aware of facts which reasonably would give rise to suits, claims, investigations or inquiries regarding the Assets.  

(c)Seller has good and marketable title to the Assets to be sold hereunder, free and clear of any and all options, rights, pledges, mortgages, security interests, liens, charges, burdens, servitudes, and any other encumbrances whatsoever, except as set forth on Schedule 2.1(d) attached hereto.  

(d)Seller owns all intellectual property and processes necessary for the utilization of the Assets and has taken all necessary steps to protect same.  No intellectual property included in the Assets incorporates or is derived from any open-source software or third-party code that would impose any obligation or restriction on Buyer’s use, modification, or distribution of the Assets.  Seller is not aware of any third party having infringed upon, interfered with, conflicted with, misappropriated, or otherwise violated any of its intellectual property or process rights and will promptly notify Buyer if it becomes aware of any such infringement after the signing of this agreement.  Seller has not infringed upon, interfered with, conflicted with, misappropriated or otherwise violated any intellectual property or process rights of third parties, has not receive any charge, complaint, claim, demand or notice alleging the same, knows of no basis existing for the same to occur or be asserted in the future as a result of the continued utilization of the Assets, and is not subject to any outstanding order, decree, judgment, stipulation or charge with respect to its use of any intellectual property or processes.  

(e)All taxes that have become due and payable on or before the date hereof have been paid by Seller, and no tax lien for unpaid taxes exists with respect to Assets being sold hereunder. 

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(f)True, correct, and complete copies of the Assigned Contracts, if any, have previously been provided by Seller to Buyer and all such documents are genuine and in all respects what they purport to be.  Each of the Assigned Contracts is valid and enforceable in accordance with its terms, and there are no other agreements, contracts, leases, licenses, or pricing commitments with respect to the Assigned Contracts that extend after the Closing Date.  Seller is not in default in the observance or fulfillment of any material obligation, covenant, or condition contained in any of the Assigned Contracts, and no event has occurred which would constitute a default thereunder. 

(g)Neither the execution and delivery of this Agreement by Seller nor Seller’s performance of any obligation hereunder shall constitute a default of any term or provision or shall cause an acceleration of the performance required under any other agreement or document to which Seller is a party or is otherwise bound. 

(h)Neither the execution and delivery of this Agreement by Seller nor Seller’s performance of any obligation hereunder will constitute a violation of any law, ordinance, ruling, regulation or order to which Seller or the Assets is subject.  Seller has complied with all applicable laws and regulations of federal, state and local governments and all agencies thereof which affect the Assets, except where failure to so comply would not, individually or in the aggregate, have a material adverse effect on Seller or adversely affect Seller’s ability to consummate the transactions contemplated by this Agreement. 

(i)Seller has not engaged any broker, finder or agent in connection with the transactions which are the subject of this Agreement. 

(j)No representation or warranty by Seller in this Agreement or in any exhibit, letter, or other instrument furnished or to be furnished to Buyer pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.  All information of a material nature concerning the Assets or the business, operations, customers, or suppliers of Seller has been previously disclosed to Buyer in writing. 

2.2Representations and Warranties of Buyer.  Buyer warrants and represents to Seller as follows: 

(a)Buyer is in good standing in its state of incorporation and full power and authority to enter into and execute this Agreement 

(b)The officers of Buyer are authorized to execute and deliver this Agreement and any and all documents contemplated hereby. 

(c)Neither the execution and delivery of this Agreement by Buyer nor Buyer’s performance of any obligation hereunder shall constitute a default of any term or provision or shall cause an acceleration of the performance required under any other agreement or document to which Buyer is a party or is otherwise bound. 

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(d)Neither the execution and delivery of this Agreement by Buyer nor Buyer’s performance of any obligation hereunder will constitute a violation of any law, ordinance, ruling, regulation or order to which Buyer is subject.  Buyer has complied with all applicable laws and regulations of federal, state and local governments and all agencies thereof, except where failure to so comply would not, individually or in the aggregate, have a material adverse effect on Buyer or adversely affect Buyer’s ability to consummate the transactions contemplated by this Agreement. 

(e)Buyer has not engaged any broker, finder or agent in connection with the transactions which are the subject of this Agreement. 

2.3Survival of Representations and Warranties**.  **All representations and warranties made by the parties in this Agreement or in any exhibit or other instrument hereunder are material and are being relied upon by the parties and shall survive the Closing for the period of two years from the Closing Date, except for representations regarding title, authority, and intellectual property ownership which shall survive indefinitely. 

ARTICLE III. 

COVENANTS

3.1C**losing.**  The sale and purchase of the Assets (“Closing”) provided for in this Agreement shall occur at the offices of Buyer, or by email, facsimile, or telephone, beginning at 10:00 a.m., on September 15, 2026 (the “Closing Date”) or at such other time and date as is mutually agreeable to the parties. 

3.2Maintenance of Assets.  From and after the date of this Agreement and until the Closing Date, Seller shall use its best efforts to maintain the Assets as they now exist and shall take no action the effect of which would be to impair the condition, status, existence, or usability of any asset, nor shall it fail to take any action necessary to maintain or preserve the present condition, status, existence, or usability of any asset. 

3.3Representations and Warranties.  Each party shall use its best efforts to prevent the occurrence of any change or event which would prevent any of its representations and warranties contained in this Agreement from being true in all material respects at and as of the Closing Date. 

3.4Exclusive Dealing.  Seller agrees, for itself and each of its shareholders, directors, officers, and employees, not to directly or indirectly solicit, consider, discuss or negotiate with any party other than Buyer, before the Closing, concerning sale of any of the Assets or sale of Seller or any controlling interest of Seller, unless this Agreement is cancelled due to the mutual written agreement of the parties or is terminated because any condition to a Closing stated in this Agreement has not been satisfied or waived before the Closing.  

3.5Title Transfer.  At the Closing, Seller shall perform all acts necessary to put Buyer in actual and complete possession and control of the Assets identified in Section 1.1 and, to the extent relating to such Assets or necessary for commercially reasonable use and enjoyment of such  

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Assets, including but not limited to delivery to Buyer of such instruments of sale, assignment, transfer, and conveyance, duly executed and in form and content satisfactory to counsel for Buyer, as are necessary to vest in Buyer good and marketable title to and possession of the Assets free and clear of all liens, claims, and encumbrances, and delivery of all consents or waivers as may be required in connection with the matters identified on Schedule 2.1(b).    

3.6Transitional** Assistance****.**  After each Closing, Seller shall provide reasonable assistancefrom time to time to Buyer, its employees, and agents, to facilitate a transfer of possession of tangible assets and transition of business operations and systems.   

3.7Further Assurances.  Seller shall from time to time after the Closing, at the request of Buyer and without further consideration, execute and deliver such other instruments of sale, assignment, transfer or conveyance and take such other action as Buyer may reasonably request to more effectively sell, assign, transfer, or convey to and vest in Buyer good and marketable title to and possession of the Assets.  Seller shall from time to time after the Closing, without further consideration, deliver to Buyer all correspondence, orders, invoices, checks (properly endorsed), payments, and other information or documents received by Seller relating to the Assets. 

3.8Indemnification.  Without limiting the remedies available at law or in equity to the parties, each party shall provide indemnification as follows: 

(a)By Seller.  Seller agrees to indemnify and hold harmless Buyer, its shareholders, directors, officers and employees (each of the foregoing is a “Buyer Indemnitee”), from and against any and all demands, claims, causes of action, losses, damages, liabilities, and costs and expenses of any type or nature whatsoever, including but not limited to reasonable attorneys’ and accountants’ fees and expenses (each of the foregoing is a “Claim”), that are asserted against or incurred by a Buyer Indemnitee, directly or indirectly, in relation to the subject matter of this Agreement by reason of or resulting from (1) any breach of any representation or warranty, or any noncompliance with any covenant or undertaking by Seller contained in or made pursuant to this Agreement, or (2) the negligent acts or omissions of Seller, its shareholders, directors, officers, employees, contractors, or agents, in relation to the Assets, the Assets or otherwise. 

(b)By Buyer. Buyer agrees to indemnify and hold harmless Seller its members, directors, officers and employees (each of the foregoing a “Seller Indemnitee”) from and against any and all Claims that are asserted against or incurred by Seller, directly or indirectly, in relation to the subject matter of this Agreement by reason of or resulting from (1) any material breach of any representation or warranty, or any material noncompliance with any covenant or undertaking by Buyer contained in or made pursuant to this Agreement, or (2) the negligent acts or omissions of a Buyer Party, provided that the total aggregate liability of Buyer under this clause shall not exceed the purchase price paid under this Agreement. 

(c)Representation, Settlement and Cooperation.** **If any investigation, action or other proceeding (each a “Proceeding”) is initiated against any Seller Indemnitee or Buyer Indemnitee (each, an “Indemnitee”) and the Indemnitee intends to seek indemnification from Seller or Buyer (each an “Indemnitor”), as applicable, under this Section 3.8 on account of the Indemnitee's involvement in the Proceeding, then the Indemnitee shall give prompt notice to the applicable Indemnitor; provided, however, that the failure to so notify the Indemnitor shall not  

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relieve the Indemnitor of its obligations under this Section 3.8but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to the failure to give notice. Upon receipt of notice of a Proceeding for which indemnification  is available under this Section 3.8, the Indemnitor shall have the right, but not the obligation, to conduct and control, through counsel of its choosing that is reasonably acceptable to the Indemnitee, any third-party Proceeding (a “Third-Party Claim”), and the Indemnitor may compromise or settle the same; provided, however, that the Indemnitor shall give the Indemnitee advance notice of any proposed compromise or settlement and the Indemnitor shall not compromise or settle any Third-Party Claim without the prior written consent of the Indemnitee (which shall not be unreasonably withheld, conditioned or delayed) unless such compromise or settlement (x) provides for no relief other than the payment of monetary damages borne solely by the Indemnitor, (y) does not include any admission of wrongdoing or violation of Law on the part of the Indemnitee or its Affiliates and (z) includes as an unconditional term thereof the giving by the third-party claimant to the Indemnitee of a release from all Liability in respect thereof; provided, further, that the Indemnitor shall have no right to conduct or control any Third-Party Claim (i) if the Indemnitor fails to notify the Indemnitee, within thirty (30) days after the Indemnitee has given notice of the Third-Party Claim to the Indemnitor, that the Indemnitor is assuming the defense of such Third-Party Claim; (ii) unless the Indemnitor expressly agrees in writing that such Indemnitor shall be liable for all Losses related to such Third-Party Claim; (iii) if the Third-Party Claim seeks equitable relief against the Indemnitee; (iv) in the case where Seller is the Indemnitor, if the Losses claimed in connection therewith involve an amount in excess of the amount then available for indemnification  with respect to such matter in light of the limitations set forth in this Section 3.8; (v) if upon the written advice of outside counsel, the Indemnitee determines in good faith that an actual conflict of interest exists which, under applicable principles of legal ethics, would reasonably be expected to prohibit a single legal counsel from representing both the Indemnitee and the Indemnitor in such Proceeding; (vi) if such Third-Party Claim is brought by a Governmental Authority or alleges criminal violation of any Law; or (vii) if such Third-Party Claim involves a material customer or supplier of the Company. The Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense and shall not settle any Proceeding without the prior consent of the other, which consent shall not be unreasonably withheld. The Indemnitor and Indemnitee shall cooperate with each other in the conduct of any Proceeding.

(d)Notice of Indemnification Claims. No indemnification claim shall be deemed to have been asserted until the applicable Indemnitor has been given notice by the Indemnitee of the amount of the claim and the facts on which the claim is based. For purposes of this Section 3.8, notice of an indemnification claim shall be deemed to cover claims arising out of or in connection with all related Claims so long as, in the case of Claims instituted by third parties, the Indemnitee complies with Section 3.8(c). Indemnification shall be paid within thirty (30) days after the Indemnitor's receipt of the notice described in this Section 3.8(d). Evidence of (a) the amount of the claims for which the Indemnitee seeks indemnification, and (b) the Indemnitor's liability shall be in form and content reasonably satisfactory to the Indemnitor. 

(e)Indemnification Threshold.  Except for Claims relating to breaches of Representations and Warranties contained in this Agreement and Claims arising as a result of fraud or intentional misrepresentation, as to which the limitations of this Section 3.8(e) shall not apply, no Indemnitor shall have any indemnification obligations under Section 3.8(a) or Section 3.8(b) unless and until the claims asserted against the applicable Indemnitor exceed $10,000 in the  

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aggregate (the “Threshold Amount”). If indemnification claims exceed the Threshold Amount, the Indemnitor shall be liable for all indemnification claims properly asserted against it, including those comprising the Threshold Amount. All other indemnification obligations shall be unlimited as to dollar amount.

ARTICLE IV. 
ADDITIONAL AGREEMENTS

4.1Management of New Subsidiary. Gregory Moore shall be appointed as the President of the subsidiary and the subsidiary shall enter into an employment agreement with Moore. The subsidiary shall be run in such a manner that its books and records can be successfully audited by Buyer’s independent auditing firm in accordance with its obligations under the Securities Exchange Act of 1934, as amended.  

4.2Funding of the Subsidiary. Moore and Buyer shall develop a budget to deploy $1,000,000 of capital over a 12-month period. Buyer will fund the subsidiary with proceeds from a Regulation A offering (the “Offering”). Should Buyer fail to fund the subsidiary in accordance with the budget, Buyer shall have thirty (30) days following written notice from the Seller of its failure to fund to cure such failure. Should Buyer not cure the failure to fund, then Seller may request to repurchase the Assets by returning to Buyer the total number of shares of Preferred Stock issued pursuant to this Agreement and repaying to Buyer any amounts advanced pursuant to this section over a twelve (12) month period, with interest accruing at the rate of 8% per annum. The parties shall enter into a promissory note to secure such repayment, which promissory note shall include customary default provisions, acceleration clauses, and shall be secured by a security interest in the Assets being repurchased. 

ARTICLE V.
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER 

The obligations of Buyer to be performed on the Closing Date shall be subject to the satisfaction of the following conditions on or before the Closing Date: 

5.1Assignment of Contracts.  Seller shall use its commercially reasonable best efforts to secure the assignment of Assigned Contracts that Buyer is purchasing pursuant to this Agreement and shall obtain all necessary third-party consents required for such assignments.  No later than five (5) business days prior to the Closing Date, the parties shall identify in writing those Assigned Contracts that are to be assigned and shall cooperate diligently and in good faith for the assignment of such contracts. Any Assigned Contracts not assigned by the Closing Date shall be assigned within thirty (30) days following the Closing Date, or Buyer shall have the right to terminate this Agreement or seek specific performance. 

5.2Representations, Warranties and Covenants.  With respect to the Closing Date, the representations and warranties of Seller contained in this Agreement shall have been true and correct in all material respects at and as of the applicable Closing Date as though such representations and warranties were made at and as of such date, and Seller shall have fully performed and complied with all covenants, terms and conditions to be complied with by Seller  

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on or before the Closing Date. If any of Seller's representations and warranties are not true and correct in all material respects at the time of closing, Buyer shall have the right to either (i) terminate this Agreement and receive a full refund of any amounts paid or advanced, or (ii) proceed with the closing and seek indemnification for any losses resulting from such breach in accordance with the indemnification provisions of this Agreement.

5.3Liens.  There shall be no security interests, liens or other encumbrances of any type or nature against or involving the Assets other than those described on Schedule 2.1(d) hereto. 

5.4Material Adverse Effects.  Nothing shall have occurred which constitutes, in the sole and absolute judgment of Buyer, a material adverse effect relating to the Assets. For purposes of this Agreement, "material adverse effect" shall be construed broadly to include, without limitation, any event, change, or occurrence that, individually or in the aggregate, has resulted in or would reasonably be expected to result in any diminution in value, functionality, or marketability of the Assets, any adverse change in the condition, prospects, or operations associated with the Assets, or any other change that Buyer determines, in its sole discretion, to be adverse to the Assets or Buyer's intended use thereof. 

5.5No Injunction.  No injunction or other order entered by a state or federal court of competent jurisdiction shall have been issued and remain in effect which would prohibit or make illegal the consummation of the transactions contemplated by this Agreement. 

5.6Performance at Closing.  Seller shall have performed all of its obligations and deliveries under Article III, or stand ready, willing and able to perform all of same at Closing. 

ARTICLE VI.
CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER 

The obligations of Seller to be performed on the Closing Date shall be subject to the satisfaction of the following conditions: 

6.1Representations, Warranties and Covenants.  With respect to the Closing Date, the representations and warranties of Buyer contained in this Agreement shall have been true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made at and as of such date, and Buyer shall have fully performed and complied with all covenants, terms and conditions to be complied with by Buyer on or before the Closing Date. 

6.2Material Adverse Effects.  Nothing shall have occurred which constitutes, in the reasonable judgment of Seller, a material adverse effect relating to the Company. 

6.3No Injunction.  No injunction or other order entered by a state or federal court of competent jurisdiction shall have been issued and remain in effect which would prohibit or make illegal the consummation of the transactions contemplated by this Agreement. 

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6.4Performance at Closing.  Buyer shall have performed all of its obligations and deliveries under Article III, or stand ready, willing and able to perform all of same at Closing. 

ARTICLE VII.
GENERAL 

7.1Expenses.  Each party to this Agreement shall pay its own expenses (including without limitation the fees and expenses of their respective agents, representatives, counsel, and accountants) incidental to the preparation and carrying out of this Agreement. 

7.2Confidentiality.  Unless required by law or to complete the transaction or unless otherwise agreed to in advance in writing, the parties hereto shall maintain in strict confidence all negotiations and any other information about this transaction, except the fact of its occurrence. This confidentiality obligation shall survive for a period of three (3) years following the termination or completion of this Agreement, provided that the parties may disclose information to their respective accountants, legal counsel, and professional advisors who are bound by professional duties of confidentiality or who have executed written confidentiality agreements. Notwithstanding the foregoing, information that constitutes trade secrets shall remain confidential for so long as such information qualifies as a trade secret under Florida Statute  688.001, et seq.  If for any reason the transaction contemplated by this Agreement is not consummated, then the parties agree that all negotiations and other information with respect to the transaction shall be maintained in strict confidence, and each party shall, upon written request of the other party, return or destroy all confidential information received from the other party and certify in writing such return or destruction. 

7.3Time of the Essence.  Time is of the essence of this Agreement. 

7.4Termination. This Agreement may be terminated as follows (and upon any such termination, neither party shall have any further obligations hereunder except for those provisions that expressly survive termination, including but not limited to Sections 7.1, 7.2, 7.8, and 7.13):   

a.Buyer and Seller may terminate this Agreement by mutual written consent at any time prior to Closing; or 

b.Either Buyer or Seller may terminate this Agreement by written notice to the other, in the event that (i) there shall be enacted any law by a governmental authority of competent jurisdiction that makes the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits the transactions contemplated hereby; (ii) any governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any governmental order, which is in effect as of a Closing Date, that has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting the consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof; or (iii) the Closing has not occurred by December 31, 2026 (the “Outside Date”), unless such failure is due to the breach of this Agreement by the party seeking to terminate. 

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7.5Notices.  All notices hereunder shall be effective when in writing and delivered personally, by overnight air courier service, or by United States registered or certified mail, postage prepaid, to the following addresses: 

Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, or (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid.  A party may change its address for notice purposes by providing notice as set forth in this Section.

7.6Entire Agreement; Modification.  This Agreement and the schedules and exhibits hereto constitute the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior or contemporaneous negotiations, discussions, understandings, or agreements of the parties in connection with the subject matters hereof.  All schedules and exhibits hereto are hereby incorporated into and made a part of this Agreement.  This Agreement may not be modified or amended unless in a written instrument signed by the parties. 

7.7Governing Law.  This Agreement and all disputes arising with respect to this Agreement or the relationship between the parties shall be governed by and construed in accordance with the substantive laws of Florida without giving effect to any choice or conflict of law provision or rule. 

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7.8Dispute Resolution.  In the event of any dispute, claim, question, or disagreement (each a “Dispute”) arising from or relating to this Agreement or the breach thereof, the parties shall use their best efforts to settle the Dispute before resorting to legal action.  To this end, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.  If the parties do not reach such solution within a period of thirty (30) days, or such longer period as mutually agreed in writing, then either party may seek to resolve the Dispute as set forth in Section 0. 

7.9Jurisdiction, Venue.  Any dispute arising out of or relating to this Agreement, including the formation, interpretation, breach, or termination thereof, shall be brought in the state and federal courts located in Broward County, Florida and the parties hereby irrevocably consent to the exclusive jurisdiction of such courts in any such dispute. 

7.10Severability.  In the event any provision of this Agreement is held invalid, illegal, or unenforceable, whether in whole or in part, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect.  If, for any reason, a court finds that any provision of this Agreement is invalid, illegal, or unenforceable as written, but that by limiting such provision it would become valid, legal, and enforceable, then such provision shall be deemed to be written and shall be construed and enforced as so limited. 

7.11Specific Performance.  Without limitation ofthe remedies of either party, the obligations hereunder of Sellers and of Buyer shall be subject to a decree of specific performance by any court having jurisdiction. 

7.12No Breakage Fee.  If the transactions contemplated by this Agreement are not consummated due to the failure of any condition to closing that is not waived, neither party will be entitled to receive from the other a breakage fee or any other compensation, reimbursement of fees, costs or expenses, or damages of any type or nature, other than as may be set forth in this Agreement. 

7.13Ambiguities; Joint Drafting.  In the event of any dispute concerning the meaning of any provision of this Agreement, each of the parties hereto agrees that they have contributed to the preparation of this Agreement directly or through their respective counsel, that they have jointly written or composed the provisions herein and that no party should be given any advantage over the other under the laws of construction of contracts based upon the authorship hereof. 

7.14Binding Effect.  The provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors, and permitted assigns.  Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Buyer may assign this Agreement to any affiliate or subsidiary without Seller’s consent.  This Agreement shall continue in force until all the obligations, duties, and warranties as specified herein shall be fully performed and satisfied. 

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7.15Headings and Captions.  The title or captions of paragraphs in this Agreement are provided for convenience of reference only and shall not be considered a part hereof for purposes of interpreting or applying this Agreement, and such titles or captions do not define, limit, extend, explain, or describe the scope or extent of this Agreement or any of its terms or conditions. 

7.16Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 

[Signatures On Next Page]

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IN WITNESS WHEREOF, the parties have executed this Asset Sale and Purchase Agreement by their duly authorized representatives as of the date first written above.

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Schedule 1.1(a)

Robotics Division

Drone Services

●Existing DJI Drone Systems 

●CZi Skylight Drones* 

●Vector Control Drone* 

●ControllersBatteries 

●Chargers 

●Payload systems 

●Carrying cases 

●Operational field equipment 

●Supporting generators 

PlayJamaica Limited recently acquired four (4) commercial drone systems consisting of three (3) tethered lighting drones and one (1) vector control (spray) drone together with supporting generators, import duties, freight, customs, taxes and logistics. Items marked in red below.

These assets were financed through temporary family financing and are subject to Schedule 1.4.

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**Mapping **

●Google Street View camera system 

●Google Branded Street View Vehicle 

●360 Camera Systems 

●Mapping Storage Devices 

●Supporting equipment 

17

Schedule 1.1(b)

Trademarks have not yet been registered, however, the following have been used in commerce and all rights are being transferred:

●NovaCore Labs 

●NovaCore Labs logos 

●Associated branding 

Excluded

●PlayJamaica Limited 

●Jamaica Esports Initiative 

●All other PlayJamaica brands and future brand identities 

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Schedule 1.1(d)

Intellectual Property

No patents have been filed but the following constitute the intellectual property transferred (i.e. trade secrets, propriety processes, methods, software, code and knowledge).

●Robotics operating methodologies 

●Drone operating methodologies 

●Artificial Intelligence methodologies 

●Mapping methodologies 

●Automation methodologies 

●Standard Operating Procedures (SOPs) 

●Technical manuals 

●Customer implementation documentation 

●Technical deployment documentation 

●Training documentation 

●Internal operational documentation 

Software

●NovaCore Nexus Project Management (Undergoing Development) 

●APIs Excluded

●Simulator IP 

●VR IP 

●Creative methodologies 

●Animation assets 

●Event production methodologies 

●PlayJamaica creative works 

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Schedule 1.1(e)

Intellectual Property

Contracts, subject to third party approvals where required:

●Robotics supplier agreements 

●Drone supplier agreements 

●Mapping technology agreements 

●AI platform agreements 

●Customer agreements supporting Robotics 

●Customer agreements supporting Drone Services 

●Customer agreements supporting AI 

●Customer agreements supporting Mapping 

●Educational partnerships supporting NovaCore's business 

Including but not limited to:

1.HEART TRUST NSTA Draft Course Outline and Correspondence 

2.7 Factor Sofftware NDA.pdf 

3.15 Year (DRAFT) Agreement between UWIGC and PlayJamaica Ltd.pdf 

4.190525 NCTech NDA - NovaCore Labs .pdf 

5.Cloud Partner Certificate PlayJamaica Limited.pdf 

6.FluentData_NDA.pdf 

7.Infinit Drones & NovaCore Labs NDA-signed (1) (1).pdf 

8.ISOC Appointment Nova Core Labs_Gregory Moore.pdf 

9.Ministry Of National Security Recommendation.pdf 

10.MOU Between PlayJamaica and UWIGC.pdf 

11.Partner profile - Partner Directory _ Google Cloud.pdf 

12.Play Jamaica Added Reseller Agreement 2019.docx.pdf 

13.PlayJamaica Collaboration Agreement Signed.pdf 

14.PlayJamaica Limited Scanbox confirmation.pdf 

15.Tourism Enhancement Fund (TEF) Referral Letter for Virtual Reality Jamaica.pdf 

Excluded

●Contracts relating primarily to: 

○Virtual Reality 

○Simulator development 

○Creative services 

○Event execution 

○Esports 

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Schedule 1.1(f)

Software

To be Transferred

●Robotics software 

●Drone management software 

●GIS software 

●Mapping software 

●CRM supporting NovaCore 

●Project management software supporting NovaCore 

●NovaCore cloud infrastructure  

Excluded

●PlayJamaica administration software 

●Creative software 

●Media production software 

●Simulator software 

●Accounting software 

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Schedule 1.1(g)

·NovaCore Labs domain(s) - novacorelabs.com

·NovaCore email addresses - all emails that reside on the @novacorelabs.com domain 

·NovaCore social media - Twitter, Tik Tok, Instagram, Linkedin, Youtube - all use the handles @NovaCorelabs 

·NovaCore marketing materials - Content Created By NovaCore Labs Team 

·NovaCore customer database - List of Clients we have built over the past 10 years that will be utilized to solicit ongoing business 

Excluded

●PlayJamaica domains 

●PlayJamaica email 

●PlayJamaica social media 

●PlayJamaica communications 

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SCHEDULE  1.3

EXCLUDED ASSETS

Business Activities

Retained by PlayJamaica Limited

●Virtual Reality 

●Mixed Reality 

●Augmented Reality 

●Simulator Development 

●Serious Games 

●Creative Services 

●Animation 

●3D Modelling 

●Graphic Design 

●Video Production 

●Event Production 

●Brand Activations 

●Esports 

●Future Venture Development 

●Software development outside NovaCore's defined business scope 

Brands

·PlayJamaica 

·Jamaica Esports Initiative 

·Future PlayJamaica brands 

Assets Not Expressly Transferred

Any asset not specifically identified as a Transferred Asset under Schedule 1.1 shall remain the property of PlayJamaica Limited.

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Schedule 1.4

Liabilities of approximately $35,000 related to:

**Schedule **2.1(b)

REQUIRED CONSENTS OR WAIVERS

To be provided by PlayJamaica at closing.

Schedule 2.1(d)

LIENS AND ENCUMBRANCES

None except as set forth in Schedule 1.4

EXHIBIT A

CERTIFICATE OF DESIGNATION

OF

SERIES B PREFERRED STOCK OF

MYCOTOPIA THERAPIES, INC.

Pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of MYCOTOPIA THERAPIES, INC., a Nevada Corporation (the “Company”), and by the Nevada Business Corporation Act, the Board of Directors of the Company (the “Board”) on January 6, 2022 adopted by resolution the following terms, conditions and designations of the Series B Preferred Stock. Such preferred stock shall contain the following terms, powers, preferences, and rights:

1,500,000 (one million five hundred thousand) shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated “Series B Preferred Stock” with the following rights, preferences, powers, privileges and restrictions, qualifications, and limitations.

1.Dividends. 

The Corporation shall not declare, pay or set aside any dividends on the Series B Preferred Stock.  

2.Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales. 

2.1Liquidation Payment Amount for Holders of Series B Preferred Stock.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders before any payment shall be made to the holders of preferred stock junior to the Series B Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share equal to the Series B Original Issue Price (the amount payable pursuant to this sentence is hereinafter referred to as the “Series B Liquidation Amount”). The “Series B Original Issue Price” shall mean $10.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock. If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series B Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1, the holders of shares of Series B Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares  

held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

2.2Deemed Liquidation Events. 

2.2.1Definition.  Each of the following events shall be considered a “Deemed Liquidation Event”: 

(a)a merger, consolidation or share exchange in which:  

(i) the Corporation is a constituent party or

(ii) a subsidiary of the Corporation is a constituent party

And, in either case, the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or

(b)the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation. 

2.3.2Effecting a Deemed Liquidation Event.   

(a)The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 2.3.1(a)(i) unless the agreement or plan of merger, consolidation or share exchange for such transaction (the “Merger Agreement”) provides that the consideration payable to the shareholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsection 2.1. 

(b)In the event of a Deemed Liquidation Event referred to in Subsection 2.2.1(a)(ii) or 2.2.1(b), if the Corporation does not effect a dissolution of the Corporation under the Business Corporation Act within 90 days after such Deemed Liquidation Event, then the Corporation shall send a written notice to each holder of Series B Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of the  

redemption of such shares of Series B Preferred Stock, and, if the Board so determines, the Corporation may use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Corporation)**, **together with any other assets of the Corporation available for distribution to its shareholders, all to the extent permitted by Nevada law governing distributions to shareholders (the “Available Proceeds”), on the 150th day after such Deemed Liquidation Event (the “Redemption Date”), to redeem all outstanding shares of Series B Preferred Stock at a price per share equal to the Series B Liquidation Amount (the “Redemption Price”).  Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series B Preferred Stock, the Corporation shall ratably redeem each holder’s shares of Series B Preferred Stock to the fullest extent of such Available Proceeds and shall redeem the remaining shares as soon as it may lawfully do so under Nevada law governing distributions to shareholders.  Prior to the distribution or redemption provided for in this Subsection 2.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Each holder of Series B Preferred Stock shall surrender the certificate or certificates representing such shares to the Corporation at the principal office of the Corporation, or at such other place as may be designated by the Corporation, on or before the Redemption Date, and thereupon, on the Redemption Date, the Corporation shall pay the Redemption Price for such shares in immediately available funds, by wire transfer to an account designated by such holder or by certified or bank check payable to the order of the person whose name appears on such certificate or certificates as the owner thereof.  Each stock certificate surrendered for redemption shall be canceled and retired.  From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price, all rights of the holders of the Series B Preferred Stock of the Corporation (except the right to receive the Redemption Price on surrender of their certificate or certificates) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever.  Shares of Series B Preferred Stock that are subject to redemption but that have not been redeemed and the Redemption Price paid due to insufficient legally available funds shall continue to be entitled to the conversion and other rights, preferences, privileges and restrictions of such Series B Preferred Stock until such shares have been redeemed and the Redemption Price has been paid.

2.3.3Notice of Liquidating Event.  Written notice of any Deemed Liquidating Event stating, as applicable, a payment date or Redemption Date, the place where such payment or redemption shall be made, the amount of each payment in liquidation or the Redemption Price and calling on such holder to surrender to the Corporation, in the manner and at the place designated, its certificate or certificates representing its shares of Series B Preferred Stock, shall be given not less than 10 days before the payment date or Redemption Date stated therein, to each holder of record of Series B Preferred Stock at such holder’s address as shown in the records of the Corporation; provided, that, to the extent permitted hereunder, any holder of Series B Preferred Stock may convert its shares of Series B Preferred Stock to Common Stock during such period at any time before the close of business on the last full day preceding the payment date or Redemption Date stated in such notice. 

2.3.4Amount Deemed Paid or Distributed.  The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the fair market value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity.  The fair market value of such property, rights or securities shall be determined in good faith by the Board. 

3.Voting. 

3.1General.  Notwithstanding anything to the contrary herein or in the Articles of Incorporation of the Company, except as provided below or otherwise expressly required by applicable law, the holders of Series B Preferred Stock shall not be entitled to vote. At any time when shares of Series B Preferred Stock are required to vote, the written consent or affirmative vote of the holders of at least 50% of the then outstanding shares of Series B Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, shall be binding on all Series B Preferred Stock holders. The holders of Series B Preferred Stock shall be entitled to vote on any proposed amendment to the Company’s Articles of Incorporation if such amendment would: 

3.1.1 Effect an exchange or reclassification of all or part of the Series B Preferred Stock into shares of another class;

3.1.2 Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class of the Company into shares of Series B Preferred Stock;

3.1.3 Adversely change the rights, preferences, or limitations of all or part of the shares of Series B Preferred Stock;

3.1.4 Change the shares of all or part of the Series B Preferred Stock into a different number of shares of Series B Preferred Stock;

3.1.5 Create a new class of shares having rights or preferences with respect to dissolution that are prior or superior to the shares of Series B Preferred Stock;

3.1.6 Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to dissolution that are prior or superior to the shares of Series B Preferred Stock;

3.1.7 Limit or deny any existing preemptive right of all or part of the shares of the Series B Preferred Stock; or

3.1.8 Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the Series B Preferred Stock.

4.Conversion.   

The holders of the Series B Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

4.1Right to Convert.   

4.1.1Conversion Ratio.  Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into that number of fully paid and nonassessable shares of Common Stock (whether whole or fractional) that have a Fair Market Value, in the aggregate, equal to the Series B Conversion Price.  The “Series B Conversion Price” shall initially be equal to $10.00.  Such initial Series B Conversion Price, and the rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. “Fair Market Value” shall mean as of any date of determination, 80% of the lowest closing price of a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding such date, but not less than $1.00. 

4.1.2Termination of Conversion Rights.  In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Series B Preferred Stock. 

[4.1.3``Limitation on Conversion.Notwithstanding anything to the contrary contained herein, a holder’s right to exercise that holder’s Conversion Rights shall be limited to the extent necessary to ensure that, following such exercise, the total number of shares of Common Stock then beneficially owned by such holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”), does not exceed 4.9% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. ]()

4.2Fractional Shares.  No fractional shares of Common Stock shall be issued upon conversion of the Series B Preferred Stock.  In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall round the number of shares issued to the nearest whole number.  Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.   

4.3Mechanics of Conversion. 

4.3.1Notice of Conversion.  In order for a holder of Series B Preferred Stock to voluntarily convert shares of Series B Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Series B Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Series B Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series B Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent.  Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued.  If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing.  The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date.  The Corporation shall, as soon as practicable after the Conversion Time, (i) issue and deliver to such holder of Series B Preferred Stock, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (if any) of the shares of Series B Preferred Stock represented by the surrendered certificate that were not converted into Common Stock and (ii) pay in cash such amount as provided in Subsection 4.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion. 

4.3.2Reservation of Shares.  The Corporation shall at all times when the Series B Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series B Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to the Articles of Incorporation.  Before taking any action that would cause an adjustment reducing the Series B Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Series B Conversion Price. 

4.3.3Effect of Conversion.  All shares of Series B Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor.  Any shares of Series B Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for shareholder action) as may be necessary to reduce the authorized number of shares of Series B Preferred Stock accordingly.  

4.3.4No Further Adjustment.  Upon any such conversion, no adjustment to the Series B Conversion Price shall be made for any declared but unpaid dividends on the Series B Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion. 

4.3.5Taxes.  The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock on behalf of the Corporation upon conversion of shares of Series B Preferred Stock pursuant to this Section 4.  The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series B Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid. 

4.4Adjustments to Series B Preferred. 

4.4.1Adjustment for Reclassification, Exchange and Substitution.  If the Common Stock issuable on the conversion of Series B Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than as provided for in Subsection 4.4.3), then and in each such event the holder of each share of Series B Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable on such reorganization, reclassification or other change, by holders of the number of shares of Common Stock into which such shares of Series B Preferred Stock might have been converted immediately before such reorganization, reclassification, or change. 

4.4.2Sales, Reorganizations, Mergers or Consolidations.  In case of any consolidation or merger of the Corporation with or into another entity, the sale, transfer or other disposition of all or substantially all of the assets of the Corporation to another person or the sale, transfer or other disposition of securities of the Corporation representing 50% or more of the combined voting power of the then outstanding securities of the Corporation (other than a consolidation, merger or sale treated as a Deemed Liquidating Event pursuant to Section 2 above), each share of Series B Preferred Stock shall thereafter be convertible into the kind and amount of shares of stock or other securities or property that a holder of the number of shares of Common Stock of the Corporation deliverable on conversion of Series B Preferred Stock would have been entitled on such consolidation, merger or sale; and in such case, appropriate adjustment (as  

determined in good faith by the Board) shall be made in the application of the provisions of Section 4 herein with respect to the rights and interest thereafter of the holders of Series B Preferred Stock, to the end that the provisions set forth in Section 4 herein shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of Series B Preferred Stock.

4.4.4Certificate of Adjustment.  On the occurrence of each adjustment or readjustment of the Series B Conversion Price pursuant to this Section 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms thereof and prepare and furnish to each holder of Series B Preferred Stock affected thereby a certificate setting forth such adjustment or readjustment and showing in detail the facts on which such adjustment or readjustment is based.  The Corporation shall, on the written notice at any time of any holder of Series B Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (a) such adjustment or readjustment, (b) the Series B Conversion Price at the time in effect, and (c) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received on the conversion of such holder’s shares. 

6.Preemptive Rights.  Holders of Series B Preferred Stock shall not have preemptive rights to acquire shares of stock or securities convertible into shares of stock issued by the Corporation. 

7.Waiver.  Any of the rights, powers, preferences and other terms of the Series B Preferred Stock set forth herein may be waived on behalf of all holders of Series B Preferred Stock by the affirmative written consent or vote of the holders of more than 50% of the shares of Series B Preferred Stock then outstanding. 

8.Notices.  Any notice required or permitted by the provisions of this Article Fourth to be given to a holder of shares of Series B Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation or given by electronic communication in compliance with the provisions of the Business Corporation Act and shall be deemed sent upon such mailing or electronic transmission. 

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed on its behalf by its undersigned Chief Executive Officer as of the date below

Date: January 6, 2022.

EXHIBIT B

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (INCLUDING THE EXEMPTION PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE)), PROVIDED THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, AND IN ALL CASES, IN COMPLIANCE WITH ANY APPLICABLE STATE AND OTHER SECURITIES LAWS. NEITHER THE OFFERING OF THE SECURITIES NOR ANY OFFERING MATERIALS HAVE BEEN REVIEWED BY ANY ADMINISTRATOR UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAW.”