10-K - CBLO - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FORTHE FISCAL YEAR ENDED June 30, 2025

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from ______ to _________

COMMISSION

FILE NUMBER: 000-56340

C2Blockchain, Inc.

(Exactname of registrant as specified in its charter)

NV	87-2645378
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization)	(I.R.S. Employer Identification<br> No.)
c/o Levi Jacobson<br><br> <br>12818 SW 8th St Unit #2008<br><br> <br>Miami, FL	33184
(Address of Principal<br> Executive Offices)	(Zip Code)

Securities

to be registered under Section 12(b) of the Act:

Title<br> of each class	Name<br> of each exchange on which registered
Common Stock, $0.001	N/A

Securities

to be registered under Section 12(g) of the Exchange Act:

Common

stock, par value of $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[ ] Yes [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

[X] Yes [  ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer ☐	Accelerated<br> filer ☐	Non-accelerated<br> filer ☒
Smaller<br> reporting company ☒	Emerging<br> growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

[ ] Yes [X] No

As

of December 31, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the registrant was approximately $274,018

based on the closing price per share (or $0.0051), of the registrant’s common stock as reported by OTC Markets Group Inc.

Indicate the number of shares outstanding of each of the issuer’s classes of stock, as of the latest practicable date:

379,236,005

shares of common stock, $0.001 par value, issued and outstanding as of September 4, 2025.

0

shares of preferred stock, $0.001 par value, issued and outstanding as of September 4, 2025.

Table of Contents

TABLE

OF CONTENTS

C2

Blockchain, Inc.

	PART I	PAGE
Item<br> 1	Business	1
Item<br> 1A	Risk<br> Factors	4
Item<br> 1B	Unresolved<br> Staff Comments	6
Item<br> 1C	Cybersecurity	6
Item<br> 2	Properties	6
Item<br> 3	Legal<br> Proceedings	6
Item<br> 4	Mine<br> Safety Disclosures	6
	PART II
Item<br> 5	Market<br> for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item<br> 6	Selected<br> Financial Data	9
Item<br> 7	Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations	9
Item<br> 7A	Quantitative<br> and Qualitative Disclosures about Market Risk	9
Item<br> 8	Financial<br> Statements and Supplementary Data	F1-F10
Item<br> 9	Changes<br> in and Disagreements with Accountants on Accounting and Financial Disclosure	10
Item<br> 9A	Controls<br> and Procedures	10
Item<br> 9B	Other<br> Information	10
	PART III
Item<br> 10	Directors,<br> Executive Officers and Corporate Governance	11
Item<br> 11	Executive<br> Compensation	13
Item<br> 12	Security<br> Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14
Item<br> 13	Certain<br> Relationships and Related Transactions, and Director Independence	14
Item<br> 14	Principal<br> Accounting Fees and Services	15
	PART IV
Item<br> 15	Exhibits,<br> Financial Statement Schedules	16
Item<br> 16	Form<br> 10-K Summary	16
	Signatures	16

Table of Contents

Note: “We,” “us,” “our,” “the Registrant,” the “Company,” and “C2 Blockchain” are synonymous with C2 Blockchain, Inc., unless otherwise indicated.

CAUTIONARY

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certainstatements and information included in this Annual Report on Form 10-K for the year ended June 30, 2025 (this “Report”),contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “SecuritiesAct”), and Section 21 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statementsare not statements of historical facts, but rather reflect our current expectations concerning future events and results. We generallyuse the words “may,” “should,” “believe,” “expect,” “intend,” “plan,”“anticipate,” “likely,” “estimate,” “potential,” “continue,” “will,”and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations,involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance,or achievements, or industry results to be materially different from any future results, performance, or achievements expressed or impliedby such forward-looking statements. Except as required by applicable law, including the securities laws of the United States, we undertakeno obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, orotherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in thisReport.

GLOSSARY

OF TERMS AND INDUSTRY DATA

Bitcoin – A type of digital asset based on an open-source math-based protocol existing on the Bitcoin Network and utilizing cryptographic security.

ADA – A type of digital asset issued by the Cardano blockchain platform. ADA tokens may be used for transferring value, staking, and participating in network governance.

DOG Coinor DOG – A Bitcoin-native, meme-driven digital asset built on the Runes protocol that allows issuance of new digital assets directly on the Bitcoin blockchain. DOG Coins are managed in the Company’s digital asset treasury and tracked publicly at C2DOG.com. The Company views DOG as a Bitcoin-integrated asset with fixed supply, community adoption, and alignment with its treasury strategy.

Bitcoin Exchange – An electronic marketplace where exchange participants may trade, buy, and sell bitcoins based on bid-ask trading. The largest Bitcoin Exchanges are online and typically operate 24 hours, publishing transaction prices and volume data.

Bitcoin ExchangeMarket – The global Bitcoin Exchange market for trading bitcoins, consisting of transactions on electronic Bitcoin Exchanges.

Bitcoin Network – The online, end-user-to-end-user network hosting the public transaction ledger, known as the Blockchain, and the source code forming the basis for the math-based protocols and cryptographic security governing the Bitcoin Network.

Blockchain – The public transaction ledger of the Bitcoin Network on which miners or mining pools solve algorithmic equations to add records of recent transactions (called “blocks”) to the chain in exchange for an award of bitcoins and any applicable transaction fees.

BlockchainInfrastructure – The foundational technology and systems enabling the operation, maintenance, and development of blockchain networks, including hardware, software, protocols, and services required to create, secure, validate, and distribute blockchain data and transactions.

CEA – Commodity Exchange Act of 1936, as amended.

CFTC – The U.S. Commodity Futures Trading Commission, an independent agency that regulates commodity futures and options markets in the United States.

Code – The U.S. Internal Revenue Code of 1986, as amended.

Digital Asset – Collectively, all digital assets based upon a computer-generated math-based and/or cryptographic protocol that may be used to buy and sell goods or pay for services. Bitcoins represent one type of digital asset.

DDoS Attack – Distributed denial of service attacks are coordinated hacking attempts to disrupt websites, web servers, or computer networks by overwhelming a target with a large volume of external requests, preventing it from processing legitimate user requests.

ExchangeAct – The Securities Exchange Act of 1934, as amended.

FDIC – The Federal Deposit Insurance Corporation.

FinCEN – The Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury.

FINRA – The Financial Industry Regulatory Authority, Inc., the primary regulator in the United States for broker-dealers.

Fiat Currency – Currency declared legal tender by a government but not backed by a physical commodity. Its value derives from supply and demand rather than intrinsic material value.

Hash Rate – A measure of computational power on a blockchain network, determined by how many guesses are made per second. Hash rate helps determine the security and mining difficulty of a blockchain network.

IRS – The U.S. Internal Revenue Service, a bureau of the U.S. Department of the Treasury.

Meme NativeDigital Asset – A type of digital asset, typically issued and transacted on a blockchain, that derives its primary market recognition or community engagement from internet culture, humor, or social media trends rather than a defined underlying utility. Value may be influenced by online popularity, community sentiment, or speculative interest.

Mining – The process by which Bitcoins are created, involving programmers solving complex math problems with computers in the Bitcoin Network.

SEC – The U.S. Securities and Exchange Commission.

SecuritiesAct – The Securities Act of 1933, as amended.

SIPC – The Securities Investor Protection Corporation.

Table of Contents

PART

Item1. Business.

(a) Business Development

CorporateHistory and Business Summary

C2 Blockchain, Inc. (“CBLO” or the “Company”) was incorporated in the State of Nevada on June 30, 2021. On the same date, Levi Jacobson was appointed as Chief Executive Officer, Chief Financial Officer, and sole Director.

On March 31, 2022, the Company entered into an Agreement and Plan of Merger pursuant to a Nevada holding company reorganization under NRS 92A.180, 92A.200, 92A.230, and 92A.250 (the “Reorganization”). The constituent corporations involved were American Estate Management Company (“AEMC” or “Predecessor”), C2 Blockchain, Inc. (“Successor” or “CBLO”), and AEMC Merger Sub, Inc. (“Merger Sub”). The Company’s sole director was also the sole officer and director of each constituent corporation.

Immediately prior to the Reorganization, C2 Blockchain, Inc. issued 1,000 shares of its common stock to AEMC, and Merger Sub issued 1,000 shares of its common stock to C2 Blockchain, Inc. As a result, C2 Blockchain, Inc. became a wholly owned direct subsidiary of AEMC, and Merger Sub became a wholly owned direct subsidiary of C2 Blockchain, Inc.

On March 31, 2022, Merger Sub filed Articles of Merger with the Nevada Secretary of State, with the merger becoming effective on April 1, 2022, at 4:00 p.m. PST (the “Effective Time”). At the Effective Time, AEMC merged with and into Merger Sub, with AEMC surviving. Each share of AEMC common stock issued and outstanding immediately prior to the merger was converted into one validly issued, fully paid, and non-assessable share of C2 Blockchain, Inc.’s common stock.

On April 1, 2022, the Company transmuted its business plan from that of a blank check shell company to a business combination related shell company with a holding company formation pursuant to a reorganization with American Estate Management Company.

Following the Reorganization, on April 1, 2022, the Company cancelled all of the stock it held in AEMC, resulting in AEMC becoming a stand-alone entity. Under the holding company merger agreement, all assets and liabilities, if any, remained with AEMC following the separation. From the time Levi Jacobson was appointed Director of AEMC through the Reorganization and separation, no assets were identified within AEMC.

The Company undertook the corporate separation to avoid shareholder confusion, given that the business plans and objectives of AEMC and CBLO materially differ. CBLO did not adopt the business model of AEMC’s prior leadership.

In May 2023, while still a shell company, the Company shifted its business focus to exploring potential opportunities in cryptocurrency mining and related digital asset activities.

Subsequently, the Company ceased to be a shell company as of January 2025 and is now a development-stage entity focused on the buildout of infrastructure intended to support future cryptocurrency mining operations and other related digital asset activities. C2 Blockchain Inc. is currently engaged in the planning and development of foundational systems to support those future operations but does not yet conduct its own mining operations.

The Company has also initiated efforts to explore the integration of artificial intelligence into its prospective infrastructure, including an application related to cryptocurrency mining analytics and decentralized AI. Development of a previously initiated AI-powered crypto chatbot has been paused as resources are being allocated to other business expenditures.

In addition to its infrastructure efforts, the Company maintains a digital asset treasury. As of September 4, 2025, the Company holds approximately 400,166,828 DOG Coins, a meme-native digital asset operating on the Bitcoin network. A public dashboard tracking these holdings is maintained at C2DOG.com.

Any and all of the Company’s business plans, development activities, and investment strategies are subject to various risks and uncertainties. There is no assurance that any such initiatives will be successfully completed, implemented, or yield any material results.

Non-BindingAgreements and Letters of Intent

On March 9, 2025, C2 Blockchain, Inc. and CoinEdge Inc., a Florida corporation, entered into a non-binding Shareholder Agreement outlining the Company’s intent to invest $100,000 in CoinEdge in exchange for a 10% equity stake. Under the Agreement, CoinEdge retains full operational control, while the Company is entitled to proportional voting rights without day-to-day management or board participation. The Company expects to consummate the investment within the coming months and will file a Form 8-K upon funding and closing. As of the date of this filing, the Company has not funded or consummated this or any other non-binding agreements.

On July 1, 2025, C2 Blockchain entered into a non-binding Letter of Intent with A.R.T. Digital Holdings Corp. regarding a potential acquisition of a 20% equity interest in the “McAllen Project,” a digital infrastructure project located in Texas and owned by a wholly owned subsidiary of A.R.T. Digital. The proposed purchase price is $1,000,000, payable in one or more tranches over 90 days, subject to extension. This investment remains subject to negotiation of definitive agreements, due diligence, and funding. As of the date of this filing, no funds have been advanced, and no transaction has been consummated.

CorporateStatus

The Company is a development-stage company focused on cryptocurrency mining and related digital asset investments. The Company utilizes home office space provided at no cost by its sole officer and director, Levi Jacobson. The Company’s principal address is 12818 SW 8th St Unit #2008 Miami, FL 33184, and its phone number is 888-437-3432. The Company has elected June 30 as its fiscal year end.

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(b) Business Summary

BusinessFocus

The Company is a development-stage blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury management, and related technology initiatives. The Company is in the early stages of development and faces significant operational and financial constraints that may affect both the timing and scope of its activities.

Cryptocurrency Mining Facility

The Company plans to establish a 14-megawatt (MW) Bitcoin mining facility, with a proposed location in Atlanta, Georgia, due to the availability of relatively low-cost electricity and environmental conditions favorable for equipment cooling. As of the date of this filing, the Company has not identified, secured, or negotiated any specific site for the facility. The Company is evaluating potential locations and related financial feasibility before committing to procurement or construction activities. No revenues have been generated from this planned operation, and there is no assurance that it will become operational or profitable.

The planned facility would be custom-designed with ventilation and cooling systems to support mining hardware performance and longevity, and would connect to the local power grid as its primary electricity source. The Company intends to use Application-Specific Integrated Circuit (ASIC) miners, specifically the S19 XP model, designed to mine cryptocurrencies using the SHA-256 algorithm, such as Bitcoin.

The mining operation is intended to be scalable, allowing for the addition of mining hardware as funding becomes available. The Company believes it will require a minimum of approximately $200,000 to secure a location and begin operations at a limited scale with at least ten mining machines. However, access to such funds does not guarantee that a site will be secured, as the Company must also evaluate suitability, terms, and economic feasibility. The Company may elect not to use available capital for site acquisition if conditions are unfavorable or if other operational priorities arise.

Each ASIC S19 XP miner consumes approximately 3,010 watts at full capacity. Ten units would consume roughly 722.4 kilowatt-hours per day. Based on an average industrial electricity rate of $0.075 per kilowatt-hour in Georgia, estimated operating costs for ten miners would be approximately $54.18 per day, or $1,648 per month.

The Company’s internal estimates suggest that, under current Bitcoin prices, electricity rates, and depreciation assumptions, each Antminer S19 XP miner could generate approximately $1.59 in net daily earnings, with a projected investment break-even period of 2.5 to 3 years. These estimates are based on assumptions that may not prove accurate, and there is no assurance that the operation will achieve break-even or any profitability.

The Company has not purchased any machinery, mining rigs, or related infrastructure to date. Progress remains contingent on available financing, the identification of suitable, properly zoned, energy-efficient, and economically viable locations, and the prioritization of operational objectives, which may result in the mining facility not being pursued as the Company’s top priority if deemed less critical than other initiatives.

AI-Powered Crypto Chatbot

On May 5, 2025, the Company announced the beta launch of its proprietary AI-powered crypto chatbot, designed to integrate blockchain analytics, machine learning, and real-time market data to assist users with trading insights. The Company does not hold patents, registered copyrights, or other intellectual property rights with respect to the chatbot. A subscription-based revenue model was introduced for both retail and institutional users. Development has since been paused while the Company focuses on other business priorities. As of the date of this filing, the chatbot has not generated any revenue, and there is no assurance that it will be further developed, commercialized, or become profitable.

Digital Asset Treasury

The Company maintains a digital asset treasury as a long-term reserve, with a strategy to acquire, manage, and selectively reallocate blockchain-based assets to support stability, growth, and alignment with its broader treasury objectives.

During the fiscal year ended June 30, 2025, the Company utilized a portion of its available funds to acquire Cardano (ADA) tokens as part of its initial digital asset treasury strategy. As of June 30, 2025, the Company did not hold any DOG Coins, and its digital asset treasury consisted solely of ADA tokens. At that time, management believed ADA represented a viable long-term blockchain asset with potential for growth and ecosystem development.

Subsequent to June 30, 2025, the Company fully divested its ADA token holdings. In connection with this divestment, the Company realized an approximate loss of $12,668. This figure has not been audited or reviewed, and actual results may differ. The proceeds from the divestment were used to acquire DOG Coins, a Bitcoin-native token built on the Runes protocol, which enables the issuance of new digital assets directly on the Bitcoin blockchain.

The Company believes DOG offers unique advantages relative to other digital assets, including:

Bitcoin Integration: DOG is issued directly on the Bitcoin blockchain, benefitting from Bitcoin’s security and network effects.
Scarcity and Cultural Adoption: DOG has a fixed supply and growing adoption as a meme-driven, community-supported asset, which management believes enhances its visibility and potential for long-term value.
Alignment with Treasury Goals: By concentrating its digital asset strategy in DOG, the Company seeks to simplify its treasury management and align with a Bitcoin-centric thesis, consistent with the broader industry trend of institutional adoption of Bitcoin-related assets.

This shift reflects a deliberate move from holding multiple blockchain tokens to focusing on a single Bitcoin-native asset class that management believes better positions the Company for both stability and growth within its digital asset holdings.

Certain Company digital assets - including DOG Coin holdings - are stored with or managed by unaffiliated third-party service providers. The Company has limited ability to monitor or control the cybersecurity measures used by these providers, and any compromise of their systems could result in the partial or total loss of these assets.

Use of Investor Funds

Investor capital raised to date has primarily been allocated to operational expenses, including legal, compliance, investor relations, public filings, and administrative overhead. Additionally, capital has been directed toward the acquisition of digital assets, including Cardano (ADA) tokens purchased during the fiscal year ended June 30, 2025, and, following the full divestment of ADA, DOG Coins. Investor funds have also been used for other general corporate purposes.

Disclaimer: The Company may never have the financial or operational capacity to execute any of the objectives described above or herein. There can be no assurance that any plans discussed within this report will be completed as contemplated, or at all. Any investment in the Company involves a high degree of risk, and investors may lose some or all of their investment.

Non-Binding Agreements and Letters of Intent

The Company has entered into certain non-binding agreements and letters of intent with third parties related to potential investments and acquisitions. These include a non-binding Shareholder Agreement with CoinEdge Inc. regarding an intended $100,000 investment for a 10% equity interest, and a non-binding Letter of Intent with A.R.T. Digital Holdings Corp. concerning a potential acquisition of a 20% equity interest in a digital infrastructure project known as the McAllen Project in Texas.

No payments have been made under these agreements, and the Company has not consummated any related transactions. There is no assurance that these agreements will be finalized or that the proposed transactions will be completed on the terms contemplated or at all.

Forward-Looking Statements

Certain statements and information included in this Annual Report on Form 10-K for the year ended June 30, 2025, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements reflect current expectations concerning future events and results and often include terms such as “may,” “should,” “believe,” “expect,” “intend,” “plan,” “anticipate,” “estimate,” “potential,” “continue,” “will,” and similar expressions.

Forward-looking statements involve risks, uncertainties, and other factors, some beyond the Company’s control, which may cause actual results or achievements to differ materially from those expressed or implied. These factors include but are not limited to the ability to secure suitable site locations, obtain financing, successfully develop mining operations, market conditions, regulatory developments, and operational challenges.

Except as required by law, the Company undertakes no obligation to update or revise forward-looking statements, whether due to new information, future events, or otherwise. Investors are cautioned not to unduly rely on such statements when evaluating the Company’s prospects.

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(1)	The<br> Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of<br> such a report.
(2)	The<br> Company will continue to file reports with the SEC. The Company is an SEC reporting company and complies with the requirements of<br> the Exchange Act.
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EmergingGrowth Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the earliest of:

(a)<br> the last day of the fiscal year in which we have total annual gross revenues of $1,235,000,000 or more (as such amount is indexed<br> for inflation by the SEC every five years);
(b)<br> the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities<br> of the issuer pursuant to an effective IPO registration statement;
(c)<br> the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or
(d)<br> the date on which such issuer is deemed to be a large accelerated filer, as defined in section 240.12b-2 of title 17, Code of Federal<br> Regulations, or any successor thereto.

As an emerging growth company, we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company, we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

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Item1A. Risk Factors.

An investment in our securities involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information contained in this Annual Report on Form 10-K, before deciding whether to invest in our securities. If any of the following risks actually occur, our business, financial condition, and results of operations could be materially and adversely affected. In such a case, the trading price of our common stock could decline, and you could lose part or all of your investment.

Thereis substantial doubt about our ability to continue as a going concern.

Given our limited operating history, lack of revenues, accumulated losses, and reliance on external financing, there is substantial doubt about our ability to continue as a going concern. If we cannot obtain sufficient funding to cover our operating expenses and pursue our business plan, we may be forced to cease operations, liquidate our assets, or seek bankruptcy protection.

Ourshort operating history limits the ability to assess future performance.

The Company’s limited operating history provides investors with little basis to evaluate future financial results, operational success, or prospects.

Weare a development-stage company and may never generate revenues or achieve profitability.

We are in the early stages of development and have generated no revenues to date except for negligible staking rewards. Our business model and proposed projects, including but not limited to a cryptocurrency mining facility and an AI powered crypto chatbot, remain unproven. Because we have a limited operating history, investors have little basis upon which to evaluate our future prospects. There can be no assurance that we will ever generate revenues beyond staking rewards or achieve profitability.

Asignificant portion of our assets was held in cryptocurrency, which is highly volatile.

As of June 30, 2025, the Company held approximately $62,474 in Cardano (ADA) tokens. For the year then ended, the Company recognized an impairment expense of $(12,668) on these holdings. The ADA tokens were later sold at a loss of roughly the same amount, and the proceeds were used to acquire DOG Coins. Future changes in the value of DOG Coins or other cryptocurrencies may materially affect the Company’s liquidity, stockholders’ equity, and overall financial results.

Wehave a history of losses and may continue to incur significant losses in the future.

Subsequent to June 30, 2025, the Company fully divested its ADA token holdings, which resulted in a realized loss approximately equal to the previously recorded impairment expense of $(12,668). While this realized loss has not been audited or reviewed and may ultimately differ, it is expected to be in line with that amount. The proceeds were used to acquire DOG Coins, a Bitcoin-native token built on the Runes protocol that enables the issuance of new digital assets directly on the Bitcoin blockchain. Future realized losses may be greater should the value of DOG Coins or other digital assets decline. We expect to continue incurring operating losses as we pursue our business objectives, and we may never achieve profitability.

Wewill need to raise additional capital in the future, and we may not be able to obtain financing on favorable terms or at all.

Our business plan requires substantial additional capital for site acquisition, mining equipment purchases, and operating expenses. We expect to rely on future debt or equity financing to fund our operations. There can be no assurance that additional financing will be available to us on favorable terms or at all. If we cannot obtain financing, we may have to delay, scale back, or abandon some or all of our planned activities.

We may, andplan to, issue additional shares of common stock or other securities in the future, which could substantially dilute existing stockholdersand adversely affect the market price of our common stock.

We have historically issued, and intend to continue issuing, large numbers of shares of our common stock, both restricted and freely transferable, in connection with private placements, equity financing, or other corporate purposes. Any such issuances could significantly dilute the ownership interests of existing stockholders and may reduce the value of your investment. Investors who purchase shares may experience substantial dilution, and in extreme cases, could lose some or all of their investment. There can be no assurance that future issuances will not depress the market price of our common stock or make it more difficult to sell shares at favorable prices.

Wehave limited cash reserves, which may impair our ability to meet operating needs.

As of June 30, 2025, our balance of cash and cash equivalents was only $9. This limited liquidity increases the Company’s dependence on external financing to fund operations, and there can be no assurance that such financing will be available on favorable terms or at all.

Liquiditymay depend on selling cryptocurrency holdings at favorable prices.

The Company may need to sell digital assets to generate cash. If cryptocurrency markets decline, become illiquid, or trading is otherwise constrained, the Company may be unable to convert its digital assets into cash on favorable terms or at all, which could materially impair its ability to fund operations or meet obligations.

Wemay face risks related to our reliance on equity sales and related-party financing.

Historical financing has included the sale of equity and loans from related parties. Future reliance on equity issuances or related-party funding could present conflicts of interest and create uncertainty regarding the availability or terms of such support.

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Wehave negative stockholders’ equity, which may limit our ability to continue operations or obtain financing.

As of June 30, 2025, the Company had a negative stockholders’ equity of $8,449. This deficit may limit our ability to obtain financing, cover obligations, or continue operations. There can be no assurance that we will be able to raise sufficient capital to sustain operations.

Realizedand unrealized losses on cryptocurrency investments may materially affect our financial statements.

For the year ended June 30, 2025, the Company recorded an impairment expense of approximately $(12,668) related to its ADA holdings (a cryptocurrency) and reported a realized loss of $2 under the line item “Gain (loss) on sale of cryptocurrency.” Subsequent to June 30, 2025, the Company fully divested its ADA holdings, which resulted in a realized loss approximately equal to the previously recorded impairment amount, though the final figure has not been audited or reviewed and may differ. Future realized or unrealized losses, including those related to DOG Coins or other cryptocurrencies, may be significant and could adversely affect the Company’s equity and results of operations.

Wemay be unable to manage growth or scale operations effectively.

Rapid accumulation of cryptocurrency assets without corresponding operational infrastructure may strain management, internal controls, and oversight. Failure to manage growth could adversely affect our business, financial condition, and results of operations.

Valuationof cryptocurrency holdings involves significant judgments and estimates.

The fair value of digital assets is subject to significant assumptions, and changes in valuation could materially affect reported results and stockholders’ equity.

Ourfuture revenue and/or success depends on our business plan and the value of cryptocurrency.

The Company’s future performance relies on the development and commercialization of the Bitcoin mining facility and the AI-powered crypto chatbot, neither of which has generated revenue and may never be carried out. The Company also holds or may hold digital assets, including DOG Coins and other cryptocurrencies, with the expectation that their value will increase. There can be no assurance that these digital assets will appreciate or even maintain their value. Failure, delay, or unfavorable market conditions could materially affect the Company’s future revenue and/or success and its ability to achieve profitability.

Wemay never be able to develop, finance, or operate our proposed cryptocurrency mining facility.

We have announced plans to establish a 14-megawatt Bitcoin mining facility in Atlanta, Georgia, but we have not identified or secured a site, purchased equipment, or commenced construction. We may never acquire a site or mining rigs. Establishing such a facility requires significant capital, permits, and infrastructure. Even if financing is available, there is no assurance that we will be able to secure a suitable location on acceptable terms, obtain necessary approvals, or successfully construct and operate the facility. Additionally, other business agenda items may take precedence over these plans, which could further delay or prevent the development of the mining facility.

Ourbusiness is highly dependent on the market price of Bitcoin and other cryptocurrencies, which are volatile and may decline significantly.

The success of our planned mining operations, which have not yet commenced, and the value of our digital asset holdings, including DOG Coins, depends heavily on the prevailing market prices of Bitcoin, DOG Coins, and cryptocurrency in general. Cryptocurrency markets are highly volatile, and prices can fluctuate widely in response to various factors, including regulatory developments, technological changes, market sentiment, macroeconomic conditions, and speculative activity. A sustained decline in the prices of Bitcoin, DOG Coins, or other cryptocurrencies could render our planned mining operations unprofitable or our current digital asset holdings significantly less valuable or even worthless.

Futureacquisitions of digital assets may result in losses.

The Company may choose to acquire additional cryptocurrencies or other digital assets as part of its business plan or treasury strategy. There can be no assurance that any newly acquired digital assets will retain value, appreciate, or be marketable. Purchases of digital assets that decline significantly in value or become worthless could materially and adversely affect the Company’s financial condition, results of operations, and ability to achieve profitability.

Ourinternal financial projections for cryptocurrency mining may prove inaccurate and we may not achieve break-even or profitability.

Our estimates regarding the potential profitability of using ASIC S19 XP miners assume certain electricity costs, Bitcoin prices, and equipment performance. These assumptions may prove inaccurate or may change materially over time. As a result, we may not achieve the projected break-even period of 2.5 to 3 years, and our mining operations may not become profitable at all.

Wehave incurred significant net losses and expect to continue incurring losses in the future.

For the year ended June 30, 2025, the Company reported a net loss of $235,265, with operating expenses significantly exceeding revenues. We may continue to incur substantial losses in the future as we pursue our business objectives, and there can be no assurance that we will ever achieve profitability.

Ourmining operations, if developed, would be highly dependent on the availability and cost of electricity.

Cryptocurrency mining is energy-intensive, and profitability depends on access to reliable and cost-effective electricity. Increases in electricity rates, power shortages, or disruptions in energy supply could materially and adversely affect the economics of our planned operations.

Ourmining hardware, if acquired, may quickly become obsolete and lose value.

We intend to use ASIC mining rigs, including the S19 XP model, which are subject to rapid technological change. More efficient machines may be introduced by competitors, reducing the competitiveness of our equipment. We may be required to make significant additional investments in new hardware to remain viable, and there is no assurance that such investments would be successful or available to us.

Wemay never commercialize or generate revenues from our AI-powered crypto chatbot.

Although we announced the beta launch of an AI-powered crypto chatbot in May 2025, development has since been paused, and the project has not generated any revenues. We do not own patents, copyrights, or other intellectual property rights with respect to the chatbot. There is no assurance that we will resume development, commercialize the chatbot, or derive any revenues from this initiative.

Ourreliance on DOG Coin as the sole digital asset in our treasury strategy exposes us to concentration and volatility risks.

We have shifted our treasury strategy to focus exclusively on DOG Coin, a meme-driven, community-supported asset built on the Bitcoin blockchain. This concentration increases our exposure to fluctuations in the price, adoption, and cultural relevance of DOG Coin. A significant decline in DOG Coin’s value or demand could materially and adversely affect our financial condition and results of operations.

Werely on third-party custodians and service providers for safeguarding our digital assets, which exposes us to cybersecurity and operationalrisks.

Our digital assets, including DOG Coin, are stored with or managed by unaffiliated third-party service providers. We have limited ability to monitor or control the cybersecurity practices of these providers. A breach or failure of their systems could result in the partial or total loss of our assets. Unlike bank deposits or securities accounts, digital assets may not be recoverable if stolen or inaccessible, which could materially and adversely impact our financial condition.

Wedo not maintain a formal cybersecurity risk management program, which increases our vulnerability to cyber threats.

Given our small size and early stage of operations, we have not developed or implemented an enterprise-wide cybersecurity program. Our current measures, such as multi-factor authentication, password protection, and encryption, may not be sufficient to prevent or detect sophisticated cyberattacks. We also lack dedicated cybersecurity personnel and rely on our sole officer and director for oversight. If our systems or those of our providers are compromised, we could suffer irretrievable losses of digital assets, business disruptions, reputational harm, and potential legal liability.

Werely on a single officer and director, which limits our management resources and oversight.

Our sole officer and director, Levi Jacobson, is responsible for all aspects of our management, operations, and oversight, including cybersecurity risk. The lack of additional executive officers, directors, or independent oversight increases our vulnerability to mismanagement, conflicts of interest, and operational inefficiencies. This concentration of responsibility may adversely affect our ability to execute our business plan and respond effectively to challenges.

Ournon-binding agreements and letters of intent may never result in completed transactions.

We have entered into non-binding agreements and letters of intent with third parties, including CoinEdge Inc. and A.R.T. Digital Holdings Corp., but we have not consummated any related transactions or made any payments. There is no assurance that these agreements will be finalized or that the proposed transactions will occur on the contemplated terms, if at all. If we are unable to execute these transactions, our growth prospects and business development strategy may be adversely affected.

Changesin laws, regulations, or governmental policies affecting blockchain or digital assets could adversely affect our business.

The regulatory environment surrounding blockchain technology, cryptocurrency mining, and digital assets is uncertain and rapidly evolving. Changes in federal, state, or foreign laws and regulations, or in governmental policies, could increase our costs, restrict our operations, or otherwise adversely affect our ability to conduct business.

Ourcommon stock is quoted on the OTC Markets Group, Inc.’s OTCID tier, which subjects it to volatility, illiquidity, and limited investorinterest.

Our common stock is quoted on the OTC Markets Group, Inc.’s OTCID tier under the symbol “CBLO.” Securities traded on the OTC market are often thinly traded, subject to extreme price fluctuations, and may not provide a liquid market for investors. As a result, investors may have difficulty buying or selling our shares, and the market price of our common stock may not reflect its underlying value.

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Themarket price of our common stock may fluctuate significantly, and investors may lose all or part of their investment.

The trading price of our common stock may be highly volatile and subject to wide fluctuations in response to numerous factors, including operating results, changes in our business strategy, market conditions for blockchain and cryptocurrency companies, announcements by competitors, regulatory developments, and general market sentiment. As a result, investors may experience substantial losses.

Wemay issue additional shares of common stock or other securities in the future, which could dilute existing stockholders and adverselyaffect the market price of our common stock.

We may issue additional equity securities to raise capital, acquire assets, or for other purposes. Any such issuances may dilute the ownership interests of existing stockholders and could depress the market price of our common stock.

Ourcommon stock is currently considered to be a “penny stock,” which could make it more difficult for investors to sell theirshares.

Because our common stock trades on the OTC Markets Group, Inc.’s OTCID tier at prices below $5.00 per share, it is likely considered a “penny stock” under SEC rules. Broker-dealers who recommend penny stocks must provide investors with a standardized risk disclosure document, make a suitability determination for each purchaser, and obtain the purchaser’s written consent prior to executing a transaction. These additional requirements may limit the willingness of broker-dealers to make a market in our stock or recommend it to investors, which may reduce the liquidity and market price of our shares.

Therisks described in this report may not include all of the risks that we face, and you may lose some or all of your investment.

The risks and uncertainties described in this report are not the only ones we face. Additional risks that are not currently known to us, that we consider immaterial at this time, or that are otherwise apparent could also negatively affect our business. Investing in our securities involves a high degree of risk, and there is no guarantee of any return. Investors should be aware that they may lose part or all of their investment by investing in our common stock.

Item1B. Unresolved Staff Comments.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item 1B.

Item1C. Cybersecurity

We face cybersecurity risks that could materially affect our business, financial condition, and results of operations. Cybersecurity threats include unauthorized access, data breaches, theft, misuse, disruption, or destruction of systems, digital assets, or confidential information. These risks are heightened given our reliance on digital asset custodians, cryptocurrency wallet providers, online hosting services, and other unaffiliated third-party service providers.

Because a substantial portion of our current and past assets are maintained in the form of digital assets such as DOG Coin, and as of June 30, 2025, Cardano (ADA) tokens, our exposure to cybersecurity threats is significant. If the systems of our third-party wallet providers, custodians, or other service providers are compromised, or if our own limited internal protections fail, we could suffer an immediate and total loss of such assets. Unlike traditional bank accounts or securities held with registered brokers, digital assets may not be recoverable if stolen or rendered inaccessible due to a cyber incident. Any such loss could have a material adverse effect on our financial condition, business prospects, and results of operations.

We have not developed or implemented a formal, enterprise-wide cybersecurity risk management program due to our small size, limited personnel, and early stage of operations. Our approach to cybersecurity consists primarily of commercially available tools such as multi-factor authentication, password protection, and encryption for certain Company accounts. We also rely on third-party custodians and wallet service providers for safeguarding digital assets, and we informally monitor industry alerts and provider communications for potential risks. These measures may not be sufficient to detect or prevent sophisticated or evolving threats, and our ability to evaluate or influence the cybersecurity practices of third-party service providers is limited.

Oversight of cybersecurity matters rests with our sole officer and director, Levi Jacobson, who evaluates service providers, monitors for potential incidents, and would be responsible for coordinating any response. We do not currently employ dedicated cybersecurity personnel or maintain outside consultants on a continuing basis, though we may engage external advisors in the event of a material incident. As we currently have only one director, board-level oversight and management responsibilities are consolidated.

To date, we have not experienced any known material cybersecurity incidents. However, there can be no assurance that our systems or those of our service providers will not be compromised in the future. A successful attack could result in the theft or complete loss of our DOG Coin or other digital asset holdings, disruption of planned operations, reputational harm, potential legal liability, and the diversion of resources.

Item2. Properties.

We currently do not rent or own any properties. We utilize office space and equipment provided by our management at no cost.

Item3. Legal Proceedings.

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition, or results of operations. To the best of our knowledge, no adverse legal activity is anticipated or threatened.

Item4. Mine Safety Disclosures.

Not applicable.

PART

Item5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

MarketInformation

Our common stock is quoted on the OTC Markets Group Inc.’s OTCID market tier under the ticker symbol “CBLO.”

There is generally a limited trading market for our common stock. Our shares tend to be thinly traded, meaning they may not be easily bought or sold and daily trading volume is often low. This limited liquidity can cause significant volatility in the market price of our shares.

Investors should be aware that the generally low trading volume may make it difficult to sell shares at or near their market price.

Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Quarter Ended	High Bid	Low Bid
June 30, 2025	$0.0800	$0.0700
March 31, 2025	$0.0489	$0.0090
December 31, 2024	$0.0051	$0.0051
September 30, 2024	$0.0138	$0.0138
June 30, 2024	$0.0188	$0.0188
March 31, 2024	$0.0348	$0.0348
December 31, 2023	$0.0400	$0.0400
September 30, 2023	$0.0730	$0.0730

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Holders

As of June 30, 2025, the end of our most recent fiscal year, we had 274,726,005 shares of Common Stock, par value $0.001 per share, issued and outstanding. We had no shares of Preferred Stock, par value $0.001 per share, issued and outstanding.

As of September 4, 2025, the most recent practicable date prior to the filing of this Annual Report, we had 379,236,005 shares of Common Stock issued and outstanding.

As of September 4, 2025, we had approximately 42 holders of record of our Common Stock. This figure includes Cede & Co., the nominee of The Depository Trust Company (DTC), which holds shares on behalf of numerous beneficial owners.

Voting

Each share of common stock has voting rights of one vote per share.

Dividendsand Share Repurchases

We have not paid any dividends to our stockholders. There are no restrictions, which would limit our ability to pay dividends on common equity or that are likely to do so in the future.

IssuerPurchases of Equity Securities

None.

EquityCompensation Plan Information

We do not have any equity compensation plans, either approved or not approved, by our security holders.

RecentSales of Unregistered Securities; Uses of Proceeds from Registered Securities

**Note:**The information regarding recent sales of securities below is presented through the date of the certified shareholder list, dated September 4, 2025. Certain transactions may not be reflected because, although the related subscription agreements were signed on or before that date, the shares had not yet been issued due to processing or because the Company had not yet received payment. Accordingly, the dates described below for each transaction are presented on or about the date of the subscription agreement and may not represent the actual date the shares were issued. The transactions detailed below, however, are included on the certified shareholder list as of September 4, 2025.

From approximately February 20, 2025 through September 4, 2025, the Company issued securities in private placements that were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D. Each investor represented that the securities were acquired for investment purposes and not with a view to distribution. No underwriting discounts, commissions, or placement agent fees were paid. The proceeds were or may be used for general corporate purposes, including working capital, as deemed appropriate by the Company’s sole officer and director. All securities issued are subject to transfer restrictions and bear appropriate legends.

The descriptions of the transactions below reflect the private placements and other securities issuances conducted pursuant to the terms described in the preceding paragraph.

CommonStock Issuances - Restricted Stock

The Company issued the following shares of restricted common stock to accredited investors. On or about February 20, 2025, the Company issued 1,000,000 shares at a purchase price of $0.04 per share for total proceeds of $40,000. On or about May 13, 2025, 5,000,000 shares were issued at $0.01 per share for total proceeds of $50,000. On or about June 19, 2025, the Company issued 1,500,000 shares at $0.01 per share for total proceeds of $15,000. On or about July 15, 2025, the Company issued 5,000,000 shares at $0.02 per share for total proceeds of $100,000 under a subscription agreement granting piggyback registration rights, and also issued 10,000,000 shares at $0.02 per share for total proceeds of $200,000. On or about July 29, 2025, 12,500,000 shares were issued at $0.02 per share for total proceeds of $250,000. On or about August 10, 2025, the Company issued 1,000,000 shares at a purchase price of $0.03 per share for total proceeds of $30,000. On or about August 14, 2025, the Company issued 12,500,000 shares at a purchase price of $0.02 per share for total proceeds of $250,000. On or about August 19, 2025, the Company issued 12,500,000 shares at a purchase price of $0.02 per share for total proceeds of $250,000. On or about August 21, 2025, the Company issued 1,500,000 shares at $0.02 per share for total proceeds of $30,000. On or about August 25, 2025, the Company issued 10,000,000 shares at $0.01 per share for total proceeds of $100,000. On or about August 25, 2025, the Company issued (i) 500,000 shares at $0.02 per share for total proceeds of $10,000, (ii) 10,000,000 shares at $0.01 per share for total proceeds of $100,000, and (iii) 4,000,000 shares at $0.01 per share for total proceeds of $40,000.

QuickCapital, LLC Note Purchase Agreement and Convertible Promissory Note

On July 22, 2025, the Company entered into a Note Purchase Agreement (the “Purchase Agreement”) with Quick Capital, LLC, a Wyoming limited liability company (“QC”), pursuant to which the Company issued a convertible promissory note in the principal amount of $55,555.56 (the “QC Note”).

The QC Note carries a one-time guaranteed interest charge of $6,666.67 (equivalent to 12%), includes an original issue discount of $5,555.56, and allocates $3,000.00 for QC’s legal fees, resulting in net proceeds to the Company of $47,000.00.

The QC Note matures on or about April 22, 2026 (nine months after the issue date) and is convertible at QC’s option into shares of the Company’s common stock at a conversion price selected by QC, which may be either:

-A fixed conversion price of $0.01, or

-65% of the lowest trading price of the Company’s common stock during the 20 trading days prior to conversion (the “Variable Conversion Price”).

The Company shall include on any registration and/or offering statement subsequently filed with the SEC, including without limitation any offering statement on Form 1-A, all Conversion Shares and all Warrant Shares for resale by Quick Capital, LLC (the “Buyer”). In addition to all other remedies available at law, in equity, or under this Agreement or any other Transaction Documents, failure to comply with this obligation shall result in liquidated damages of $20,000.00 being immediately due and payable to the Buyer, at the Buyer’s election, in the form of a cash payment.

In the event of default, the QC Note accrues interest at a rate of 24% per annum or the maximum rate permitted by law, whichever is less. The QC Note also contains standard adjustments for stock splits, dividends, recapitalizations, and includes anti-dilution protections.

In connection with the Purchase Agreement, the Company also issued to QC a warrant resulting in the issuance of 2,777,778 warrant shares at an exercise price of $.02 per share with a 5 year term equivalent to 100% warrant coverage, entitling QC to purchase shares of common stock equal to 100% of the principal amount of the QC Note. The Company covenants that while the Note and/or Warrant remain outstanding, the Company will reserve from its authorized and unissued Common Stock, three times (300%) of the number of shares of Common Stock, free from pre-emptive rights, that would be issuable upon full, unconditioned conversion of the Note and exercise of the Warrant calculated on the basis of the conversion price and exercise price, respectively, in effect as the Closing Date, which such reserved amounts shall be increased by the Company from time to time in accordance with its obligations under such Securities. In addition to all other rights in this Agreement and the Note, in the event that on any date (the “Reserve Depletion Date”) the Company does not have available enough authorized shares of Common Stock to satisfy any conversion request regarding the Note, or exercise of the Warrant, the Company shall repay all outstanding amounts owed under the Note in full within sixty (60) days of the Reserve Depletion Date.

The QC Note and the related securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

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CoventryEnterprises LLC Securities Purchase Agreement and Promissory Note

On July 22, 2025, the Company entered into a Securities Purchase Agreement with Coventry Enterprises LLC, a Delaware limited liability company (“Coventry”), pursuant to which the Company issued a promissory note in the principal amount of $200,000.00 (the “Coventry Note”).

The Coventry Note includes $20,000.00 of guaranteed interest, and was issued with an original issue discount of $20,000.00 and $10,000.00 allocated to legal documentation fees, resulting in gross proceeds to the Company of $170,000.00.

The Coventry Note is repayable in 12 equal monthly installments of $18,333.33 beginning on August 22, 2025, and maturing on July 22, 2026.

The Company shall issue ten million (10,000,000) shares of its restricted common stock (in book entry form) to Coventry Enterprises LLC (“Coventry”) as commitment stock (the “Commitment Stock”). If the Company repays all of its obligations in full and in accordance with the terms of the Promissory Note, and was never in default during the term of the Note (independently of any cure period), then Coventry shall, within ten (10) calendar days thereafter, return five million (5,000,000) of the Commitment Stock shares to the Company’s treasury for cancellation.

The Company shall include on any registration and/or offering statement subsequently filed with the SEC, including without limitation any offering statement other than a registration statement on Form S-8 or S-4, all Commitment Stock, Conversion Shares, and any shares issuable upon conversion of the Promissory Note (collectively, the “Shares”) for resale by Coventry Enterprises LLC, notwithstanding that Coventry may rely on another exemption, including Rule 144, to sell such Shares.

The Company shall reserve thirty million (30,000,000) shares of its common stock for issuance to Coventry upon conversion of the Promissory Note.

The Coventry Note is not convertible under ordinary circumstances, but provides Coventry the option to convert the outstanding balance into shares of common stock solely upon an event of default. In such event, the initial conversion price is equal to 102% of the lowest per-share trading price during the twenty (20) trading day period prior to the conversion date (the “Calculated Conversion Price”). The note also provides that if the Company conducts a lower-priced equity financing within 90 days of such conversion, Coventry may elect to apply the lower price (the “Alternative Conversion Price”) in place of the Calculated Conversion Price, or receive additional shares to reflect the difference.

CoventryEnterprises LLC Equity Line Agreement

The Company entered into a Common Stock Purchase Agreement (the “Equity Line Agreement”) with Coventry Enterprises LLC, pursuant to which Coventry committed to purchase up to $10,000,000.00 of the Company’s common stock over a 36-month period beginning on the effective date of the registration statement required under the agreement.

-Under the Equity Line Agreement, the Company may deliver drawdown notices from time to time, in amounts up to the lesser of:

a. $250,000 per drawdown,

b. No more than 200% of the average daily trading volume (based on dollar value) over the preceding 10 business days; and

c. Only to the extent that such purchase would not cause Coventry’s beneficial ownership to exceed 4.99% of the Company’s outstanding common stock.

-The purchase price per share will be the lesser of:

a. 80% of the lowest trading price of the Company’s common stock during the 20 trading days prior to the closing date of the applicable drawdown; or

b. The effective price per share of any equity security issued by the Company at a lower price within the 30 business days prior to the drawdown notice.

As an inducement to Coventry Enterprises LLC (“Coventry”) entering into this Equity Line Agreement, the Company shall, as of the date of this Agreement and for no additional consideration, issue to Coventry an aggregate of five million (5,000,000) shares of Common Stock (the “Commitment Shares”). Upon issuance, the Commitment Shares shall be duly authorized, fully paid, and non-assessable. In lieu of delivering a physical certificate for the Commitment Shares, the Company shall cause its transfer agent to record such shares in electronic book entry format on its books and records and shall provide Coventry with a statement documenting such notation.

The Company shall include on any registration and/or offering statement subsequently filed with the SEC, including without limitation any offering statement other than a registration statement on Form S-8 or S-4, all Commitment Shares for resale by Coventry Enterprises LLC, notwithstanding that Coventry may rely on another exemption, including Rule 144, to sell such shares.

The Equity Line Agreement references the following: 1) “Commitment Period” shall mean the thirty-six (36) months immediately following the initial date of effectiveness of the S-1 Registration Statement.

2) “Transaction Documents” shall mean this Agreement and all schedules and exhibits hereto and thereto, including, but not limited to, the Registration Rights Agreement by and between the Parties of even date herewith, attached hereto as Exhibit B.

3)

IV.9.REGISTRATION RIGHTS.

Except as set forth on Schedule 4.9, in the Registration Rights Agreement by and between the Parties of even date herewith, attached hereto as Exhibit B, no Person (other than the Investor) has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

4) Schedule 4.9 – Registration Rights

5) DEPOSITING SHARES. In the event that the investor cannot deposit the shares for any reason, for example the Stock is not “DWAC Eligible”, the price is too low or it is subject to a “DTC chill,” the Drawdown will be delayed until the shares can be deposited.

No Registration Rights Agreement has been made available to the Company as of the filing date of this Form 10-K.

The descriptions of the Quick Capital, LLC Note Purchase Agreement and Convertible Promissory Note, Coventry Enterprises LLC SecuritiesPurchase Agreement and Promissory Note, Coventry Enterprises LLC Equity Line Agreement collectively, (the “Agreements”) contained herein are summaries and do not purport to be complete. The full terms of each Agreement are included herein as exhibits to this Annual Report (see Exhibit 10.2-10.7).

CommonStock Issuances – Restricted Stock for Services Rendered

On or about April 10, 2025, the Company issued 1,500,000 shares of restricted common stock at a value of $0.01 per share, for total non-cash consideration of $15,000, to Root Ventures LLC in exchange for investor relations and related services. The shares were issued as a consulting fee.

The issuance was made to an accredited investor in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The shares were issued for bona fide services and not for fundraising purposes. All shares are subject to applicable transfer restrictions and bear appropriate restrictive legends.

Purchasesof Equity Securities by the Issuer and Affiliated Purchasers

None.

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Item6. Selected Financial Data.

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

ForwardLooking Statements

This section includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as added by the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and assumptions, and such statements are subject to risks and uncertainties. There can be no assurance that any of our plans, objectives, or projections will be achieved. It is possible that any of our planned initiatives may not materialize, and investors could lose some or all of their invested capital. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them unless required by law.

BusinessOverview

The Company is a development-stage blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury management, and related technology initiatives. While material corporate activities have commenced, the Company remains in the early stages of development and faces significant operational and financial constraints that may affect the timing and scope of its activities.

For a detailed discussion of the Company’s business, plans, and related information, please refer to Item 1 “Business” of this annual report.

Resultsof Operations (For the Fiscal Year Ended June 30, 2025, and June 30, 2024)

Revenues

During the fiscal year ended June 30, 2025, we generated $185 in revenue from staking rewards, which constituted all of our revenue for that period. These staking rewards were solely earned from holding and staking Cardano (ADA) tokens. Staking rewards, as defined herein, are earnings received for participating in the network’s validation process by locking certain cryptocurrencies to help secure the blockchain and process transactions. During this period, the Company did not hold any Dog Coin (DOG) tokens, and therefore no staking rewards were generated from DOG. During the fiscal year ended June 30, 2024, the Company did not generate any revenue.

OperatingExpenses

Our operating expenses for the fiscal year ended June 30, 2025, were $222,780, all of which were general and administrative expenses. This represents an increase compared to operating expenses of $30,020 for the fiscal year ended June 30, 2024, which were also entirely general and administrative expenses. The increase was primarily due to the Company’s increased level of operations, including $84,000 in accrued officer compensation under an employment agreement entered into in February 2025, as well as increased professional and administrative fees.

OtherIncome (Loss)

During the fiscal year ended June 30, 2025, we recorded a nominal loss of $2 from the sale of cryptocurrency and an impairment loss of $12,668. There was no comparable activity during the fiscal year ended, June 30, 2024.

NetLoss

Our net loss for the fiscal year ended June 30, 2025 was $235,265, compared to a net loss of $30,020 for the fiscal year ended June 30, 2024. The increase in net loss primarily reflects higher operating expenses due to the increased level of operations, including professional and administrative fees and officer compensation.

Liquidityand Capital Resources

As of June 30, 2025, the Company had total assets of $75,551 (including $9 in cash, $62,474 in cryptocurrency, all of which was ADA tokens, and $13,068 in prepaid expenses), total liabilities of $84,000 (all accrued officer compensation), and a stockholders’ deficit of $8,449. Net cash used in operating activities was $149,333 for the fiscal year ended June 30, 2025, compared to $30,020 for the fiscal year ended June 30, 2024, reflecting increased corporate expenses and compensation accruals. Net cash used in investing activities was $62,474 for the fiscal year ended June 30, 2025, related to cryptocurrency purchases, with no investing activities in fiscal 2024. Net cash provided by financing activities was $211,786 for the fiscal year ended June 30, 2025, primarily attributable to sales of our common stock, including $223,000 in common stock sales and $50,000 in proceeds for shares payable, partially offset by repayment of a $61,214 related-party loan. In fiscal 2024, financing activities consisted solely of a $30,050 loan from our sole officer and director. We have incurred recurring losses from operations since inception and expect to continue incurring losses until such time as we commence profitable cryptocurrency mining operations or other revenue-generating activities. We will require additional funding, likely through equity financing or related-party contributions, to sustain operations. There can be no assurance that such funding will be available on acceptable terms or at all.

GoingConcern

We have incurred recurring losses from operations since inception and expect to continue incurring losses until such time as we commence profitable cryptocurrency mining operations or other revenue-generating activities, including but not limited to digital asset management and related initiatives. Our recurring operating loss, accumulated deficit of $298,184 as of June 30, 2025, and minimal cash balance raise substantial doubt about our ability to continue as a going concern for the next twelve months. Management’s plans include raising additional capital and pursuing our proposed cryptocurrency mining operations; however, there is no assurance that these plans will be successful.

Item7A. Quantitative and Qualitative Disclosures about Market Risk.

We qualify as a smaller reporting company, as defined by Item 10 of Regulation S-K and, thus, are not required to provide the information required by this Item.

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Item8. Financial Statements and Supplementary Data.

C2

Blockchain, Inc.

FINANCIAL

STATEMENTS

INDEX

TO FINANCIAL STATEMENTS

	Pages
Report<br> of Independent Registered Public Accounting Firm	F2
Balance<br> Sheets	F3
Statements<br> of Operations	F4
Statements<br> of Changes in Stockholders’ Deficit	F5
Statements<br> of Cash Flows	F6
Notes<br> to Financial Statements	F7-F9

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MICHAEL GILLESPIE & ASSOCIATES, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Vancouver, WA 98666

206.353.5736

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders & Board of Directors

C2 Blockchain, Inc.

Opinionon the Financial Statements

We have audited the accompanying balance sheets of C2 Blockchain, Inc. (the Company) as of June 30, 2025 and 2024 and the related statements of operations, changes in stockholders’ deficit, cash flows, and the related notes (collectively referred to as “financial statements”) for the fiscal years then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024 and the results of its operations and its cash flows for the fiscal years then ended in conformity with accounting principles generally accepted in the United States of America.

GoingConcern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #3 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/

MICHAEL GILLESPIE & ASSOCIATES, PLLC

We have served as the Company’s auditor since 2024.

PCAOB

ID: 6108

Vancouver, Washington

September 4, 2025

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C2

Blockchain, Inc.

Balance

Sheets

(Audited)

	June 30, 2025		June 30, 2024
ASSETS
CURRENT<br> ASSETS
Cash<br> and cash equivalents	9	$	30
Prepaid<br> Expenses	13,068		-
Total<br> Current Assets	13,077		30
NON-CURRENT<br> ASSETS
Intangible<br> assets – cryptocurrency	62,474	$	-
TOTAL<br> ASSETS	75,551	$	30
LIABILITIES<br> AND STOCKHOLDERS’ DEFICIT
CURRENT<br> LIABILITIES
Accrued<br> liabilities	84,000	$	-
Loan<br> to Company - related party	-		61,214
TOTAL<br> LIABILITIES	84,000	$	61,214
Stockholders’<br> Equity (Deficit)
Preferred<br> stock (.001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of June 30, 2025, and<br> June 30, 2024)	-		-
Common<br> stock (.001 par value, 500,000,000 shares authorized, 274,736,005 and 253,936,005 shares issued and outstanding<br> as of June 30, 2025, and June 30, 2024, respectively)	274,736		253,936
Additional<br> paid-in capital	(35,401)		(252,601)
Shares<br> payable	50,000		-
Accumulated<br> deficit	(297,784)		(62,519)
Total<br> Stockholders’ Equity (Deficit)	(8,449)		(61,184)
TOTAL<br> LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	75,551	$	30

All values are in US Dollars.

The

accompanying notes are an integral part of these audited financial statements.

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C2

Blockchain, Inc.

Statement

of Operations

(Audited)

		Year Ended June 30, 2025		Year Ended June 30, 2024
Revenue
Staking<br> rewards	$	185	$	-
Total revenue		185		-
Operating expenses
General<br> and administrative expenses	$	222,780	$	30,020
Total operating expenses		222,780		30,020
Operating Income (Loss)	$	(222,595)	$	(30,020)
Other Income/(Loss)
Impairment<br> expense	$	(12,668)	$	-
Gain (loss)<br> on sale of cryptocurrency		(2)		-
Total Other Income (Loss)		(12,670)		-
Net loss	$	(235,265)	$	(30,020)
Basic and Diluted net loss per common share	$	(0.00)	$	(0.00)
Weighted average number of common shares outstanding - Basic and Diluted		258,563,676		253,936,005

The

accompanying notes are an integral part of these audited financial statements.

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C2

Blockchain, Inc.

Statement

of Changes is Stockholder (Deficit)

For

the Period June 30, 2023, to June 30, 2025

(Audited)

	Common Shares		Par Value Common Shares		Additional Paid-in Capital		Shares Payable		Accumulated Deficit		Total
Balances, June 30, 2023	253,936,005	$	253,936	$	(252,601)	$	-	$	(32,499)	$	(31,164)
Net<br> loss	-		-		-		-		(30,020)		(30,020)
Balances, June 30, 2024	253,936,005	$	253,936	$	(252,601)	$	-	$	(62,519)	$	(61,184)
Common<br> shares sold	19,300,000		19,300		203,700		-		-		223,000
Cash received for shares not yet issued	-		-		-		50,000		-		50,000
Shares<br> issued as compensation	1,500,000		1,500		13,500		-		-		15,000
Net<br> loss	-		-		-		-		(235,265)		(235,265)
Balances, June 30, 2025	274,736,005	$	274,736	$	(35,401)	$	50,000	$	(297,784)	$	(8,449)

The

accompanying notes are an integral part of these audited financial statements.

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C2

Blockchain, Inc.

Statement

of Cash Flows

(Audited)

		Year Ended June 30, 2025		Year Ended June 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net<br> loss	$	(235,265)	$	(30,020)
Adjustment<br> to reconcile net loss to net cash used in operating activities:
Accrued<br> expenses		84,000		-
Share<br> based compensation		15,000		-
Changes<br> in current assets and liabilities:
Prepaid<br> expenses		(13,068)		-
Net<br> cash used in operating activities		(149,333)		(30,020)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash<br> paid for cryptocurrency	$	(62,474)	$	-
Net<br> cash used in investing activities		(62,474)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds<br> from the sale of common shares	$	223,000	$	-
Cash<br> received for shares not yet issued		50,000		-
Loan<br> to company - related party		-		30,050
Payments<br> to reduce loan from related party		(61,214)		-
Net<br> cash provided by financing activities		211,786		30,050
Net<br> change in cash	$	(21)	$	30
Beginning<br> cash balance		30		-
Ending<br> cash balance	$	9	$	30
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest<br> paid	$	-	$	-
Income<br> taxes paid	$	-	$	-

The

accompanying notes are an integral part of these audited financial statements.

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C2

Blockchain, Inc.

Notes

to the Audited Financial Statements

Note1 - Organization and Description of Business

C2 Blockchain, Inc. (“we,” “us,” “our,” or the “Company”) was incorporated on June 30, 2021 in the State of Nevada.

On June 30, 2021, Levi Jacobson was appointed Chief Executive Officer, Chief Financial Officer, and Director of C2 Blockchain, Inc.

The Company is a development-stage blockchain infrastructure business engaged in cryptocurrency mining, digital asset treasury management, and related technology initiatives. The Company is in the early stages of operations and faces substantial operational and financial constraints that may impact the timing, scope, and execution of its planned activities.

The Company utilizes home office space provided at no cost by its sole officer and director, Levi Jacobson.

The Company has elected June 30th as its year end.

Note2 - Summary of Significant Accounting Policies

Basisof Presentation

This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Useof Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Cashand Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at June 30, 2025, and June 30, 2024, were $9 and $30, respectively.

Comprehensiveincome or loss

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation.

Revenuerecognition

The Company adopted ASC 606 – Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

IncomeTaxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at June 30, 2025, and June 30, 2024.

BasicEarnings (Loss) Per Share

The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

The Company does not have any potentially dilutive instruments as of June 30, 2025, and, thus, anti-dilution issues are not applicable.

FairValue of Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

- Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

- Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2025. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses.

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RelatedParties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Share-BasedCompensation

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

The Company had no stock-based compensation plans as of June 30, 2025, and June 30, 2024.

The

Company’s stock-based compensation for the periods ended June 30, 2025, and June 30, 2024, was $15,000 and $0, respectively.

RecentlyIssued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Note3 - Going Concern

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.

The Company has not established any substantive source of revenue to cover its operating expenses. Revenue generated to date, including staking rewards, is negligible compared to operating costs. Management intends to fund operations through related-party contributions and the sale of the Company’s stock. There can be no assurance that these measures will be successful. The accompanying financial statements do not include any adjustments that might be required if the Company is unable to continue as a going concern, including adjustments to the recoverability or classification of assets or the amounts and classification of liabilities.

Note4 - Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company has incurred a net operating loss carryforward of $297,784 which begins expiring in 2041. The Company has adopted ASC 740, “Accounting for Income Taxes”, as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for non-capital losses carried forward. The potential benefit of the net operating loss has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the loss carried forward in future years.

Significant components of the Company’s deferred tax assets are as follows:

		June 30, 2025		June 30, 2024
Deferred tax asset, generated from net operating loss	$	62,535	$	13,129
Valuation allowance		(62,535)		(13,129)
	$	-	$	-

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

Federal<br> income tax rate 21.0%	21.0	%
Increase<br> in valuation allowance (21.0%)	(21.0	%)
Effective<br> income tax rate 0.0%	0.0	%

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was signed into law. This legislation reduced the federal corporate tax rate from the previous 35% to 21%.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

Note5 - Commitments and Contingencies

The Company follows ASC 450-20, Loss*Contingencies,*to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of June 30, 2025, and June 30, 2024 except for the following: on February 1, 2025, the Company entered into an employment agreement with our sole officer and director, Levi Jacobson, which details base salary to be paid as well as bonus payments based on benchmarks.

As

of June 30, 2025, the Company is in dispute with a vendor regarding services to the Company totaling $12,500. Based on the Company’s analysis pursuant to ASC 450-20, Loss Contingencies, the payment of this disputed amount is considered uncertain at the time of filing this report. No liability was recorded as of June 30, 2025 for this disputed amount.

Note 6 - Prepaid Expenses

During

the year ended June 30, 2025, the Company prepaid a one-year invoice for OTC Markets news & disclosure service totaling $7,500 and prepaid a 66-day invoice for advertising totaling $7,500. These were expensed through June 30, 2025, with the remaining balance of $13,068 to be expensed in the next fiscal year.

Note 7 - Intangible Asset - Cryptocurrency

The

Company has holdings of cryptocurrency as a long-term reserve and investment. During the year ended June 30, 2025, the Company purchased cryptocurrency totaling $75,142, consisting entirely of Cardano (ADA) tokens. The Company recorded an impairment expense of $12,668 at June 30, 2025 related to this cryptocurrency asset (see Note 9).

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Note8 - Accrued Expenses

During

the year ended June 30, 2025, the Company accrued salary, totaling $84,000, payable to our sole office and director, Levi Jacobson, pursuant to the employment agreement dated February 1, 2025 (see Note 5).

Note9 - Impairment Expense

During

the fiscal year ended June 30, 2025, the Company purchased Cardano (ADA) tokens as a long-term reserve and investment. At the time of purchase, management believed ADA represented a viable long-term blockchain asset with potential for growth and ecosystem development. However, subsequent to June 30, 2025, management made the decision to fully divested its ADA token holdings. The Company realized an approximate loss of $12,668 with the sale of these assets. This amount was recognized as an impairment expense in the financial reports for the 2025 fiscal year end filing.

Note10 - Shareholder Equity

PreferredStock

The

authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.001. There were no shares issued and outstanding as of June 30, 2025, and June 30, 2024.

CommonStock

The

authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.001. There were 274,736,005 and 253,936,005 shares of common stock issued and outstanding as of June 30, 2025 and June 30, 2024, respectively.

On

or about April 10, 2025, the Company issued 1,500,000 shares of restricted common stock at a value of $0.01 per share, for total non-cash consideration of $15,000, to Root Ventures LLC in exchange for investor relations and related services. The shares were issued as a consulting fee.

During

the year ended June 30, 2025, the Company sold an aggregate of 16,800,000 shares of common stock to eight investors pursuant to its qualified Regulation A+ Tier II offering, for total proceeds of $168,000. In addition, the Company issued a total of 2,500,000 shares of restricted common stock to two accredited investors in private placement transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, for aggregate proceeds of $55,000. Of these, 1,000,000 shares were sold at a purchase price of $0.04 per share for proceeds of $40,000, and 1,500,000 shares were sold at a purchase price of $0.01 per share for proceeds of $15,000. The restricted shares are subject to transfer restrictions and bear appropriate restrictive legends.

Sharespayable

During

the year ended June 30, 2025, the Company received funds totaling $50,000 from a prospective shareholder. As of June 30, 2025, the subscribed shares had not yet been issued.

Note11 - Related-Party Transactions

ConsultingFees

During

the year ended June 30, 2025, the Company paid $15,000 to Simple Simon Says LLC (“Consultant”) for consulting services. Simple Simon Says LLC is controlled by the father of the Company’s sole officer and director, Levi Jacobson. Pursuant to the consulting agreement, Consultant provided business development, strategic advisory, and consulting services to the Company from May 1, 2025, through June 1, 2025. Consultant acted as an independent contractor and not as an employee or partner of the Company.

The engagement of Consultant, as a related party transaction, was approved by Levi Jacobson, the Company’s Chief Executive Officer and sole director.

Loan

The

Company’s sole officer and director, Levi Jacobson, paid expenses on behalf of the company totaling $30,050 during the period ended June 30, 2024. These payments were considered as a loan to the Company which was noninterest-bearing, unsecured and payable on demand. As of June 30, 2024, the related party loan to the Company totaled $61,214.

During

the year ended June 30, 2025, the Company made payments to our sole officer and director, Levi Jacobson, totaling $61,214 to pay off the loan in full.

OfficeSpace

We utilize the home office space and equipment of our management at no cost.

Note12 - Subsequent Events

The Company has evaluated subsequent events through September 4, 2025, the most recent practicable date prior to the filing of this Annual Report, which is the date the financial statements were available to be issued.

Note: The information regarding recent sales of securities below is presented through the date of the certified shareholder list, dated September 4, 2025. Certain transactions may not be reflected because, although the related subscription agreements were signed on or before that date, the shares had not yet been issued due to processing or because the Company had not yet received payment. Accordingly, the dates described below for each transaction are presented on or about the date of the subscription agreement and may not represent the actual date the shares were issued. The transactions detailed below, however, are included on the certified shareholder list as of September 4, 2025.

Events or transactions occurring after June 30, 2025, but before September 4, 2025, that would require recognition or disclosure in the financial statements have been considered. Certain subscription agreements signed on or prior to September 4, 2025, may not be reflected if the shares had not yet been processed for reasons such as, but not limited to, the Company not having received payment for the shares.

Pursuant

to a subscription agreement executed prior to the fiscal year ended June 30, 2025, the Company received $50,000 in proceeds for the sale of 5,000,000 freely transferable shares of common stock to an accredited investor under its qualified Regulation A+ Tier II offering statement. The shares were subsequently issued on or about July 1, 2025. (see Note 10 - Shares Payable).

Subsequent to June 30, 2025, the Company completed the following equity issuances to accredited investors:

On

or about July 15, 2025, the Company issued 10,000,000 shares of restricted common stock at $0.02 per share in a private placement.

On

or about July 15, 2025, the Company issued 5,000,000 shares of restricted common stock at $0.02 per share under a separate subscription agreement, granting piggyback registration rights.

On

or about July 29, 2025, the Company issued 12,500,000 shares of restricted common stock at $0.02 per share.

On

or about August 10, 2025, the Company issued 1,000,000 shares of restricted common stock at $0.03 per share.

On

or about August 14, 2025, the Company issued 12,500,000 shares of restricted common stock at $0.02 per share.

On

or about August 19, 2025, the Company issued 12,500,000 shares of restricted common stock at $0.02 per share.

On or about August 21, 2025, the Company issued 1,500,000 shares of restricted common

stock at $0.02 per share.

On or about August 25, 2025, the Company issued 10,000,000 shares of restricted common

stock at $0.01 per share.

On or about August 25, 2025, the Company issued (i) 500,000 shares of restricted common

stock at $0.02 per share, (ii) 10,000,000 shares of restricted common stock at $0.01 per share, and (iii) 4,000,000 shares of restricted common stock at $0.01 per share.

All restricted issuances were made in reliance on exemptions under Section 4(a)(2) and Rule 506(b) of Regulation D. No underwriting discounts or commissions were paid, and proceeds are intended for general corporate purposes.

Additional Information:

QuickCapital, LLC Note Purchase Agreement and Convertible Promissory Note

On

July 22, 2025, the Company entered into a Note Purchase Agreement (the “Purchase Agreement”) with Quick Capital, LLC, a Wyoming limited liability company (“QC”), pursuant to which the Company issued a convertible promissory note in the principal amount of $55,555.56 (the “QC Note”).

In

connection with the Purchase Agreement, the Company also issued to QC a warrant resulting in the issuance of 2,777,778 warrant shares at an exercise price of $.02 per share with a 5 year term equivalent to 100% warrant coverage, entitling QC to purchase shares of common stock equal to 100% of the principal amount of the QC Note.

CoventryEnterprises LLC Securities Purchase Agreement and Promissory Note

On

July 22, 2025, the Company entered into a Securities Purchase Agreement with Coventry Enterprises LLC, a Delaware limited liability company (“Coventry”), pursuant to which the Company issued a promissory note in the principal amount of $200,000.00 (the “Coventry Note”).

The

Coventry Note includes $20,000.00 of guaranteed interest, and was issued with an original issue discount of $20,000.00 and $10,000.00 allocated to legal documentation fees, resulting in gross proceeds to the Company of $170,000.00.

The Coventry Note is repayable in 12 equal monthly installments of $18,333.33 beginning on August 22, 2025, and maturing on July 22, 2026.

The

Company shall issue ten million (10,000,000) shares of its restricted common stock (in book entry form) to Coventry Enterprises LLC (“Coventry”) as commitment stock (the “Commitment Stock”). If the Company repays all of its obligations in full and in accordance with the terms of the Promissory Note, and was never in default during the term of the Note (independently of any cure period), then Coventry shall, within ten (10) calendar days thereafter, return five million (5,000,000) of the Commitment Stock shares to the Company’s treasury for cancellation.

The

Company shall reserve thirty million (30,000,000) shares of its common stock for issuance to Coventry upon conversion of the Promissory Note.

CoventryEnterprises LLC Equity Line Agreement

The

Company entered into a Common Stock Purchase Agreement (the “Equity Line Agreement”) with Coventry Enterprises LLC, pursuant to which Coventry committed to purchase up to $10,000,000.00 of the Company’s common stock over a 36-month period beginning on the effective date of the registration statement required under the agreement.

The descriptions of the Quick Capital, LLC Note Purchase Agreement and Convertible Promissory Note, Coventry Enterprises LLC Securities Purchase Agreement and Promissory Note, and Coventry Enterprises LLC Equity Line Agreement (collectively, the “Agreements”) provided herein are summaries and do not contain all the details. Complete copies of each Agreement are included as exhibits to this Annual Report (see Exhibits 10.2 through 10.7).

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Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On May 3, 2024, the Board of Directors of C2 Blockchain, Inc. (the “Company”), consisting solely of Levi Jacobson, approved the dismissal of BF Borgers CPA PC (“BF Borgers”) as the Company’s independent registered public accounting firm.

The audit reports issued by BF Borgers for the fiscal years ended June 30, 2023, and June 30, 2022, did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified with respect to uncertainty, audit scope, or accounting principles, except for an explanatory paragraph regarding the Company’s ability to continue as a going concern.

During the fiscal years ended June 30, 2023, and June 30, 2022, and up to the termination date of May 3, 2024, there were no disagreements with BF Borgers on any matters of accounting principles or practices, financial statement disclosures, or auditing scope or procedures that would have required BF Borgers to reference such disagreements in its reports.

Additionally, during these periods and through May 3, 2024, there were no “reportable events,” as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses in internal control over financial reporting previously disclosed in the Company’s Annual Report.

The Company provided BF Borgers with a copy of the disclosure made herein in response to Item 304(a) of Regulation S-K. BF Borgers is not currently permitted to appear or practice before the Securities and Exchange Commission (“SEC”), as noted in the SEC’s Staff Statement on Issuer Disclosure and Reporting Obligations in Light of Rule 102(e) Order against BF Borgers CPA PC, issued on May 3, 2024. Accordingly, if BF Borgers does not furnish a letter to the SEC pursuant to Item 304(a)(3) of Regulation S-K stating whether it agrees with the statements made herein, no further action will be taken by the Company.

On May 9, 2024, the sole director approved the engagement of Michael Gillespie & Associates, PLLC (PCAOB ID: 6108) as the Company’s independent registered public accounting firm, effective immediately. Michael Gillespie & Associates, PLLC has since conducted the audit of the fiscal year ended June 30, 2024, performed reviews of interim quarterly financial reports, and, as of the date of this filing, has completed the audit of the fiscal year ended June 30, 2025.

Item9A Controls and Procedures.

Evaluationof Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15e and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, which currently consists solely of our officer and director, Levi Jacobson.

As of June 30, 2025, the end of the year covered by this Report, we carried out an evaluation, under the supervision of Levi Jacobson, our sole officer and director, of the effectiveness of the design and operation of our disclosure controls and procedures. Mr. Jacobson concluded that the disclosure controls and procedures were not effective as of the end of the year covered by this Report due to material weaknesses identified below.

Management’sAnnual Report on Internal Control Over Financial Reporting

Levi Jacobson, our sole officer and director, is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our sole officer, Mr. Jacobson, assessed our internal control over financial reporting using the criteria in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). A system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Based on our evaluation under the framework in COSO, our sole officer and director, Levi Jacobson, concluded that our internal control over financial reporting was ineffective as of June 30, 2025 based on such criteria. Deficiencies existed in the design or operation of our internal control over financial reporting that adversely affect our internal controls and that may be considered material weaknesses. A material weakness is a significant deficiency, or combination of deficiencies, in internal control over financial reporting that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As a result of the determination that there was a lack of resources to provide segregation of duties consistent with control objectives, the lack of a formal audit committee, and the lack of a formal review process that includes multiple levels of review over financial disclosure and reporting processes, our sole officer and director, Mr. Jacobson, has determined that material weaknesses existed as of June 30, 2025.

The weaknesses and the related risks are not uncommon in a company of our size because of the limitations in the size and number of our staff. To address these material weaknesses, and subject to the receipt of additional financing or cash flows, we intend to undertake remediation measures to address the material weaknesses described in this Report, including implementing procedures pursuant to which we can ensure segregation of duties and hire additional resources to ensure appropriate review and oversight.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Auditor’sReport on Internal Control Over Financial Reporting

This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. The report of our sole officer and director, Levi Jacobson, was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this Report.

Changesin Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) that have occurred during the fourth quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ****

Item9B. Other Information.

None.

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PART

III

Item10. Directors, Executive Officers and Corporate Governance.

Each of our directors holds office until the next annual meeting of our stockholders or until his successor has been elected and qualified, or until his death, resignation, or removal. Our executive officers are appointed by our board of directors and hold office until their death, resignation, or removal from office.

Our current executive officers and directors and additional information concerning them are as follows:

Name	Age	Position(s)
Levi<br> Jacobson	31	Chief<br> Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, Secretary, and Director

LeviJacobson - Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Accounting Officer, President, Secretaryand sole Director.

On June 30, 2021, Mr. Levi Jacobson was appointed Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of C2 Blockchain, Inc., positions he continues to hold.

He previously served as a director and sole officer of Elektros, Inc. from December 1, 2020, until his resignation on July 1, 2021. Mr. Jacobson also served as Chief Executive Officer and sole director of China Xuefeng Environmental Engineering Group from November 19, 2020, until July 1, 2021, when he resigned from those roles. Since November 13, 2015, he has been the CEO and sole director of Hemp Naturals, Inc.; however, he does not currently devote material time to that role as the operations of Hemp Naturals are inactive. In addition, he has served as CEO and sole director of American Estate Management Company since July 7, 2021, though he does not devote material time to that position as the operations of the entity are also inactive.From 2016 to 2019, Mr. Jacobson was employed by Bluejay Management LLC, a real estate development firm in Hewlett, NY, where he assisted with property management, rent collection, and remodeling.

Mr. Jacobson’s extensive business acumen and experience as an officer and director across various companies culminated in his appointment as the sole officer and director of C2 Blockchain, Inc.

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Committeesof the Board

We currently do not have nominating, compensation, or audit committees, or committees performing similar functions, nor do we have a written nominating, compensation, or audit committee charter. Our sole officer and director, Levi Jacobson, believes that it is not necessary to have such committees given the Company’s current size and the limited scope of its business. Currently, Mr. Jacobson is performing the functions of these committees.

In lieu of an Audit Committee, our board of directors, which consists solely of our officer and director, Levi Jacobson, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results, and effectiveness of the annual audit of our financial statements and other services provided by our independent registered public accounting firm. Mr. Jacobson also reviews our internal accounting controls, practices, and policies.

AuditCommittee Financial Expert

Our board of director(s) has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K . We believe that given our current size and the limited scope of our business, retaining an independent director who would qualify as an audit committee financial expert would be overly costly and burdensome. We will consider establishing an Audit Committee, and identifying an individual to serve as an independent director and as the audit committee financial expert when so required.

Involvementin Certain Legal Proceedings

None of our executive officers and directors, of which we have only one, Levi Jacobson, has been involved in or a party to any of the following events or actions during the past ten years:

1.	Any petition<br> under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent,<br> or similar officer by a court for the business or property of such person, a partnership in which such person was a general partner<br> at or within two years before the time of such filing, or any corporation or business association of which such person was an executive<br> officer either at or within two years prior to the time of such filing;
2.	Any conviction in a criminal<br> proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.	Being subject to any order,<br> judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily<br> enjoining, such person from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant,<br> introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person<br> regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment advisor,<br> underwriter, broker or dealer in securities, or as an affiliated person, director, or employee of any investment company, bank, savings<br> and loan association, or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;<br> (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any<br> security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
4.	Being the subject of any<br> order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending<br> or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above,<br> or to be associated with persons engaged in any such activity;
5.	Being found by a court<br> of competent jurisdiction (in a civil action) or the SEC to have violated a Federal or State securities law, and the judgment has<br> not been subsequently reversed, suspended, or vacated;
6.	Being found by a court<br> of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities<br> law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed,<br> suspended, or vacated;
7.	Being the subject of, or<br> a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended<br> or vacated, relating to an alleged violation of :(i) any Federal or State securities or commodities law or regulation; (ii) any law<br> or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,<br> order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition<br> order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.	Being the subject of, or<br> a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization (as defined<br> in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity<br> Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority<br> over its members or persons associated with a member.

Codeof Ethics

We have not adopted a formal Code of Ethics. The Company has material operations but currently has only one employee, our sole officer and director, Levi Jacobson. In the event the number of employees, officers, and/or directors increases in the future, we may take actions to adopt a formal Code of Ethics.

Nominationof Directors

As of September 4, 2025, we had not effected any material changes to the procedures by which our stockholders may recommend nominees to our board of directors. We do not have any defined policy or procedural requirements for stockholders to submit recommendations or nominations for directors. Our sole officer and director, Levi Jacobson, believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees. Mr. Jacobson will assess all candidates, whether submitted by management or stockholders, and make recommendations for election or appointment.

A stockholder who wishes to communicate with our board of directors may do so by directing a written request addressed to the Company at the address appearing on the first page of this Report. Such communications will be received and reviewed by our sole director, Levi Jacobson.

DelinquentSection 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s executive officers, directors, and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock. Such officers, directors, and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file with the SEC.

The Company has one executive officer and director, Levi Jacobson. Mr. Jacobson controls the Company through his ownership of Mendel Holdings, LLC, which holds a controlling interest in the Company. Mr. Jacobson has not filed the required Section 16(a) ownership reports, including reports that would have reflected his beneficial ownership of the Company’s shares through Mendel Holdings, LLC. Mr. Jacobson has advised the Company that he intends to file the missing beneficial ownership reports as soon as practicable.

FamilyRelationships

There are no family relationships among our directors or executive officers, and the Company currently has only one officer and director, Levi Jacobson.

Arrangements

There are no arrangements or understandings between our executive officer or director and any other person pursuant to which he or she was selected as an executive officer or director. The Company currently has only one officer and director, Levi Jacobson.

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Item11. Executive Compensation.

The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers, which is defined as follows: (i) all individuals serving as our principal executive officer during the year ended June 30, 2025 and or June 30, 2024; (ii) each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended June 30, 2025 and or June 30, 2024; and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer as of the end of the year ended June 30, 2025 and or June 30, 2024.

Levi Jacobson is the named executive officer shown below and currently serves as our sole officer and director.

Name<br> and<br><br> <br>principal<br> position	Fiscal<br> Year Ended June 30,	Salary*<br><br> <br>($)	Bonus<br><br> <br>($)	Stock<br><br> <br>Awards<br><br> <br>($)	Option<br><br> <br>Awards<br><br> <br>($)	Non-Equity<br><br> <br>Incentive<br> Plan<br><br> <br>Compensation<br><br> <br>($)	Deferred<br><br> <br>Compensation**<br><br> <br>Earnings<br> ($)	Nonqualified<br><br> <br>Deferred<br><br> <br>Compensation<br><br> <br>Earnings<br> ($)	All<br> Other<br><br> <br>Compensation<br><br> <br>($)	Total<br><br> <br>($)
Levi<br> Jacobson, President, CEO, CFO, Treasurer, and Director	2025	16,000	0	0	0	0	84,000	0	0	100,000
	2024	0	0	0	0	0	0	0	0	0

* The column titled “Salary” reflects the total salary paid to the Company’s sole officer and director, Levi Jacobson, through the respective year-end indicated above.

** The column titled “Deferred Compensation” shows the amount of deferred compensation that remains unpaid or outstanding to Levi Jacobson as of the respective year-end indicated above. Please refer to Exhibit 10.1 for the complete terms of Mr. Jacobson’s Employment Agreement.

OutstandingEquity Awards at Fiscal Year-End

As of June 30, 2024 and June 30, 2025, the Company had no outstanding equity awards. No stock or option awards were granted or vested during the fiscal years ended June 30, 2024 and June 30, 2025.

PotentialPayments Upon Termination or Change-of-Control

Mr. Jacobson’s Employment Agreement provides that, if he is terminated without cause, he is entitled to severance pay equal to three (3) months of base salary, subject to the execution of a separation agreement. As Mr. Jacobson is the Company’s sole officer and director, no other individuals are entitled to payments upon termination or change of control.

Retirementor Similar Benefit Plans

There are no arrangements or plans under which we provide retirement or similar benefits to our directors or executive officers.

EmploymentAgreements

We have entered into an Employment Agreement with Levi Jacobson, our sole executive officer, effective February 1, 2025. The agreement provides for a base salary of $20,000 per month and eligibility for an annual performance bonus of up to $250,000, subject to the achievement of milestones established by the Board. Mr. Jacobson may also be considered for equity awards at the discretion of the Board. The agreement includes standard provisions related to confidentiality, non-competition, and severance. Please refer to Exhibit 10.1 for the full terms of the agreement.

Compensationof Directors

We did not pay any compensation to our directors for their service in such capacity during the fiscal years ended June 30, 2024 or June 30, 2025. All compensation paid to Mr. Jacobson during these periods was in his capacity as an executive officer and not as a director.

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Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of the certified shareholder list dated September 4, 2025, the number of shares of common stock beneficially owned by: (i) each of our current directors, (ii) each of our named executive officers, (iii) our directors and executive officers as a group, and (iv) each stockholder known by us to be the beneficial owner of more than 5% of our outstanding common stock. Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to shares. Unless otherwise indicated, the persons named in the table have sole voting and investment power with respect to the number of shares indicated as beneficial owned by them.

As of September 4, 2025 we had 379,236,005 shares of common stock issued and outstanding.

Name	Amount and Nature of<br><br> <br>Beneficial Ownership (Common Stock)	Percentage<br><br> <br>of Class
Officers and Directors
Levi<br> Jacobson (1)<br><br> <br>12818<br> SW 8th St Unit #2008<br><br> <br>Miami,<br> FL 33184	200,000,000<br> (2)	52.738%
5% or Greater Shareholders
Mendel<br> Holdings, LLC (3)<br><br> <br>112818<br> SW 8th St Unit #2008<br><br> <br>Miami,<br> FL 33184	200,000,000<br> (2)	52.738%
Kron<br> Tomas Purna Ltd (4)	28,400,150	7.489%
Leopold<br> Guttman	19,000,000	5.010%
_________________________________________

(1) Levi Jacobson serves as Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Director of the Company.

(2) Includes 200,000,000 shares of common stock held by Mendel Holdings, LLC, an entity over which Mr. Jacobson has sole voting and dispositive control.

(3) Mr. Jacobson is the sole member of Mendel Holdings, LLC.

(4) Kron Tomas Purna Ltd is a Cyprus-based entity believed to have been dissolved in 2016. Ownership and control were historically attributed to Nikos Chrysanthou, per records from the Cyprus Department of Registrar of Companies and Official Receiver.

Changesin Control

We do not know of any arrangements that may, at a subsequent date, result in a change in control.

Item13. Certain Relationships and Related Transactions.

RelatedParty Transactions

Other than the transactions described below, since June 30, 2021, the date of our incorporation, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party:

·	In<br> which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end; and
·	In<br> which any director, executive officer, stockholders who beneficially own more than 5% of our common stock or any member of their<br> immediate family had or will have a direct or indirect material interest.
---	---

OfficeSpace and Equipment

We utilize the home office space and equipment of our management at no cost.

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Loans

The Company’s sole officer and director, Levi Jacobson, paid expenses on behalf of the company totaling $30,050 during the period ended June 30, 2024. These payments were considered as a loan to the Company which was noninterest-bearing, unsecured and payable on demand. As of June 30, 2024, the related party loan to the Company totaled $61,214. ****

During the year ended June 30, 2025, the Company made payments to our sole officer and director, Levi Jacobson, totaling $61,214 to pay off the loan in full.

ConsultingAgreement

During the year ended June 30, 2025, the Company paid $15,000 to Simple Simon Says LLC (“Consultant”) for consulting services. Simple Simon Says LLC is controlled by the father of the Company’s sole officer and director, Levi Jacobson. Pursuant to the consulting agreement, Consultant provided business development, strategic advisory, and consulting services to the Company from May 1, 2025 through June 1, 2025. Consultant acted as an independent contractor and not as an employee or partner of the Company.

The engagement of Consultant, as a related party transaction, was approved by Levi Jacobson, the Company’s Chief Executive Officer and sole director.

DirectorIndependence

We are not listed on any exchange that requires directors to be independent. We have not:

·	Established<br> our own definition for determining whether our directors or nominees for directors are “independent,” nor have we adopted<br> any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current<br> directors would not be deemed to be “independent” under any applicable definition given that they are officers of the<br> Company; nor
·	Established<br> any committees of our board of directors.
---	---

Established our own definition for determining whether our directors or nominees for directors are “independent,” nor have we adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current directors would not be deemed to be “independent” under any applicable definition given that they are officers of the Company; nor

Established any committees of our board of directors.

---

Item14. Principal Accounting Fees and Services.

Below is the approximate aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our fiscal year ended June 30, 2025, and June 30, 2024 respectively.

			2025		2024
Audit<br> and review fees	Michael<br> Gillespie & Associates, PLLC	$	24,000	$	10,200
Audit<br> and review fees	BF Borgers<br> CPA PC	$	0	$	3,300
Audit-related<br> fees			-		-
Tax<br> fees			-		-
All<br> other fees			-		-
Total		$	24,000	$	13,500

Pre-ApprovalPolicies and Procedures

Currently, we do not have a separately designed Audit Committee. Instead, our entire board of directors performs those functions. Accordingly, our board of directors was response for pre-approving all services provided by our independent registered public accounting firm. The above fees were reviewed and approved by our board of directors before the services were rendered.

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PART

Item15. Exhibits, Financial Statement Schedules.

(a) Financial Statements

1. Our financial statements are listed in the index under Item 8 of this document; and

2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits required by Item 601 of Regulation S-K.

*Exhibits 10.2–10.7 presented in the chart below are unexecuted copies of the respective agreements, with all personal and contact information redacted.

Exhibit<br> No.	Description
3.1	Certificate<br> of Incorporation, as amended (1)
3.2	Amended<br> and Restated By-laws (2)
10.1	Employment<br> Agreement - Levi Jacobson (3)
10.2	Note<br> Purchase Agreement between C2 Blockchain and Quick Capital, LLC, dated July 22, 2025 (3)
10.3	Convertible<br> Promissory Note issued to Quick Capital, LLC, dated July 22, 2025 (3)
10.4	Common<br> Stock Purchase Warrant - Quick Capital, LLC, dated July 22, 2025 (3)
10.5	Securities<br> Purchase Agreement between C2 Blockchain and Coventry Enterprises LLC, dated July 22, 2025 (3)
10.6	Promissory<br> Note issued to Coventry Enterprises LLC, dated July 22, 2025 (3)
10.7	Equity<br> Line Common Stock Purchase Agreement between C2 Blockchain and Coventry Enterprises LLC, dated July 22, 2025 (3)
31	Certification<br> of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,<br> with respect to the registrant’s report on Form 10-K for the year ended June 30, 2025 (3)
32	Certification<br> of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant<br> to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
101.INS	XBRL<br> Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the<br> Inline XBRL document).
101.SCH	XBRL<br> Taxonomy Extension Schema
101.CAL	XBRL<br> Taxonomy Extension Calculation Linkbase
101.DEF	XBRL<br> Taxonomy Extension Definition Linkbase
101.LAB	XBRL<br> Taxonomy Extension Label Linkbase
101.PRE	XBRL<br> Taxonomy Extension Presentation Linkbase
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).
(1)	Filed as an exhibit to<br> the Company's Registration Statement on Form 10-12G, as filed with the SEC on September 16, 2021, and incorporated herein by this<br> reference.
---	---
(2)	Filed as an exhibit to<br> the Company's Registration Statement on Form 1-A, as filed with the SEC on July 5, 2023 and incorporated herein by this reference.
(3)	Filed herewith.

Item16. Form 10-K Summary.

None.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

C2Blockchain, Inc.

By: /s/ Levi Jacobson

Levi Jacobson

Chief Executive Officer and Chief Financial Officer,

(Principal Executive Officer and Principal Financial Officer)

Dated: September 29, 2025

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Levi Jacobson

Levi Jacobson

Chief Executive Officer, Chief Financial Officer,

President, Treasurer, and Director

Dated: September 29, 2025

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EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is made and entered into as of February 1, 2025, by and between C2 Blockchain, Inc., a Nevada corporation with its principal place of business at 123 SE 3rd Ave #130 Miami, FL 33131 ("Company"), and Levi Jacobson ("Employee").

1. POSITION AND DUTIES

1.1. Position:

Employee shall serve as the Chief Executive Officer ("CEO") of the Company.

1.2. Duties:

Employee shall perform the customary duties of a CEO, including but not limited to overseeing company operations, strategic planning, financial management, and overall company growth.

2. COMPENSATION AND BENEFITS

2.1. Base Salary:

The Company shall pay Employee a base salary of $20,000 per month ($240,000 annually), payable in accordance with the Company’s standard payroll practices.

2.2. Performance Bonuses:

Employee shall be eligible for a performance bonus of up to $250,000 annually, subject to the achievement of specific operational and strategic milestones to be determined by the Company's Board of Directors. These milestones may include, but are not limited to:

Uplisting the Company to a national securities exchange;
Securing material financing or partnership agreements;
Reaching targeted revenue growth or profitability levels;
Completing key acquisitions or expansion projects;

-Achieving timely and compliant SEC filings or audits.

The determination of whether the performance milestones have been met, and the amount of any bonus awarded, shall be made solely at the discretion of the Board of Directors. Any cash bonus awarded shall be paid no later than 60 days following the close of the Company’s fiscal year.

In addition to cash bonuses, the Board may, at its discretion, grant equity-based awards, such as stock options or restricted stock units, in accordance with the Company’s equity incentive plan and subject to applicable vesting schedules and Board approval.

2.3. Equity Compensation (if applicable):

Employee may be granted stock options or equity in the Company, subject to the terms and conditions of the Company’s equity incentive plan and approval by the Board of Directors.

2.4. Benefits:

Employee shall be entitled to participate in all Company-sponsored benefits, including but not limited to health insurance, retirement plans, and any other benefits available to senior executives, subject to the terms of the applicable plans.

2.5. Expense Reimbursement:

The Company shall reimburse Employee for all reasonable and necessary business expenses incurred in the course of employment, in accordance with Company policy.

3. TERM AND TERMINATION

3.1. At-Will Employment:

Employee’s employment shall be "at-will" and may be terminated by either party at any time, with or without cause, subject to the provisions of Section 3.2.

3.2. Severance:

If Employee is terminated without cause, Employee shall be entitled to severance pay equivalent to three (3) months of base salary, subject to the execution of a separation agreement.

4. CONFIDENTIALITY AND NON-COMPETE

4.1. Confidentiality:

Employee shall not disclose any confidential or proprietary information of the Company during or after employment.

4.2. Non-Compete:

For a period of twelve (12) months following termination, Employee shall not engage in any business that directly competes with the Company.

5. GENERAL PROVISIONS

5.1. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

5.2. Entire Agreement:

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

C2 Blockchain, Inc.

By: /s/ Levi Jacobson

Name: Levi Jacobson

Title: Chief Executive Officer

Date: 02/01/2025

Levi Jacobson

By: /s/ Levi Jacobson

Name: Levi Jacobson

Date: 02/01/2025

NOTE PURCHASEAGREEMENT

THIS NOTE PURCHASEAGREEMENT (this “Agreement”), dated as of July 22, 2025, (the “Execution Date”), is entered into by and between C2 BLOCKCHAIN, INC., a Nevada corporation (the “Company”), and QUICK CAPITAL, LLC, a Wyoming limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning ascribed thereto in Section 10 below or as otherwise defined herein.

WHEREAS, the Company and the Buyer are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”); and

WHEREAS, the Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement (i) a convertible promissory note of the Company, in the form attached hereto as Exhibit A and with a face amount of $55,555.56, in an aggregate funded amount of $50,000.00 as set forth on the Issuance Schedule attached hereto (such note, together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, a “Note”), convertible into shares (the “Conversion Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”) pursuant to the terms of the Note; and (ii) warrants to acquire shares (the “Warrant Shares”) of Common Stock in the form attached hereto as Exhibit B (the “Warrant”), such amounts set forth on the Issuance Schedule (the Note, the Conversion Shares, the Warrant, and the Warrant Shares are collectively referred to as the “Securities”; and

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:

1.	PURCHASE AND SALE OF SECURITIES.
(a)	Closing. On the Closing Date (as defined below), the Company shall<br>sell and issue to the Buyer and the Buyer shall purchase and fund a Note in such principal amount, and for such funding price, set forth<br>on the Issuance Schedule under (the “Closing”), which such funding amount shall be $50,000.00 for the Closing<br>(the “Company Funding Amount” less legal fees).
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(b)	Closing Date. Subject to the satisfaction (or written waiver) of<br>the conditions set forth in Section 7 and Section 8 below, the date of the issuance and sale of the Note constituting the<br>Closing pursuant to this Agreement (the “Closing Date”) shall be the Execution Date.
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(c)	Form of Payment. On the Closing Date, the Buyer shall deliver the<br>Company Funding Amount by wire transfer of immediately available funds, in accordance with the Company’s written wiring instructions.
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(d)	Warrants. On the Closing Date, the Company shall deliver Warrants<br>to the Buyer constituting 100% warrant coverage in such amounts as set forth on the Issuance Schedule.
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2.	REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents<br>and warrants to the Company that:
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(a)	Investment Purpose. As of the Execution Date, the Buyer is purchasing<br>the Securities for its own account for investment only and not with a view towards the public sale or distribution thereof, except pursuant<br>to sales registered or exempted from registration under the Securities Act; provided, however, that by making the foregoing<br>representation and warranty, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves<br>the right to dispose of all or any portion of the Securities at any time in accordance with or pursuant to a registration statement or<br>an exemption under the Securities Act.
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(b)	Reliance on Exemptions. The Buyer understands that the Securities<br>are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and<br>state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations,<br>warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such<br>exemptions and the eligibility of the Buyer to acquire the Securities.
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(c)	Information. The Buyer and its advisors, if any, have been furnished<br>with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the<br>Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been afforded the opportunity<br>to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material non-public information<br>and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure<br>to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives<br>shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section<br>3 below.
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(d)	Authorization; Enforcement; Organization. This Agreement has been<br>duly and validly authorized by the Buyer. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement<br>constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms. The Buyer is a limited liability company<br>organized under the laws of the State of Wyoming.
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(e)	Accredited Investor Status. The Buyer is (i) an “accredited<br>investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(a)(3)<br>(an “Accredited Investor”), (ii) experienced in making investments of the kind described in this Agreement and the<br>related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors<br>(who are not affiliated with or compensated in any way by the Company or any of its Affiliates or selling agents), to protect its own<br>interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire<br>loss of its investment in the Securities.
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(f)	General Solicitation. The Buyer is not purchasing the Securities<br>as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine<br>or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
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3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents<br>and warrants to the Buyer that as of the Execution Date and as of the Closing Date (or as of such other time expressly specified below):
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(a)	Corporate Governance Compliance:
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(i)	Issuance of Note and Conversion Shares and Warrant and Warrant Shares.<br>The Conversion Shares have been duly authorized and fully reserved for issuance and, upon conversion of the Note in accordance with its<br>terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to<br>the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The Conversion Shares shall not<br>be subject to pre-emptive rights or other similar rights of stockholders of the Company (except to the extent already waived) and will<br>not impose personal liability upon the holder thereof, other than restrictions on transfer provided for in the Transaction Documents and<br>under the Securities Act. The Warrant has been duly authorized and is being validly issued to the Buyer. The Warrant Shares have been<br>duly authorized and fully reserved for issuance and, upon exercise of the Warrant in accordance with its terms, will be validly issued,<br>fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof, with the holders<br>being entitled to all rights accorded to a holder of Common Stock. The Warrant Shares shall not be subject to pre-emptive rights or other<br>similar rights of stockholders of the Company (except to the extent already waived) and will not impose personal liability upon the holder<br>thereof, other than restrictions on transfer provided for in the Transaction Documents and under the Securities Act.
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(ii)	Organization and Qualification. The Company is a corporation duly<br>incorporated, validly existing and in good standing under the laws of the State of Nevada, with the requisite corporate power and authority<br>to own and use its properties and assets and to carry on its business as currently conducted. Each of the Subsidiaries is an entity duly<br>incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or<br>organization, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as<br>currently conducted. Each of the Company and the Subsidiaries is not in violation or default of any of the provisions of its respective<br>certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries<br>is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the<br>nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified<br>or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no proceeding<br>has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority<br>or qualification.
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(iii)	Authorization; Enforcement. The Company has the requisite corporate<br>power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents. The execution<br>and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it of the transactions contemplated<br>hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Company<br>or its Board of Directors or stockholders is required. Each of this Agreement and the other Transaction Documents has been duly executed<br>and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance<br>with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting<br>generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.
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(iv)	Capitalization. As of the Execution Date, the authorized capital<br>stock of the Company is as set forth in the SEC Documents (as defined below). Except as set forth on Schedule 3(a)(iv), the Company<br>has not issued any capital stock since its most recently filed SEC Document, other than pursuant to the exercise of employee stock options<br>under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee<br>stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most<br>recently filed SEC Document. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s<br>stock option plans, no shares are reserved for issuance pursuant to the terms of any Common Stock Equivalents (other than the Note and<br>the Warrant) exercisable for, or convertible into or exchangeable for shares of Common Stock and sufficient shares are reserved for issuance<br>upon conversion of the Note and upon exercise of the Warrant (as required by the Note, the Warrant and Transfer Agent Instruction Letter).<br>All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.<br>No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company<br>or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as<br>of the Execution Date, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal,<br>agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible<br>into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or<br>any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries,<br>(ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any<br>of its or their securities under the Securities Act and (iii) there are no anti-dilution or price adjustment provisions contained in any<br>security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the<br>Securities. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as<br>in effect on the Execution Date, the Company’s bylaws, as in effect on the Execution Date, and the terms of all securities convertible<br>into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall<br>provide the Buyer a certification of this representation signed by the Company’s Chief Executive Officer on behalf of the Company<br>as of the Closing Date.
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(v)	No Conflicts. The execution, delivery and performance of this Agreement<br>and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby<br>(including, without limitation, the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares) will not (a)<br>result in a violation of the Company’s or any Subsidiary’s certificate or articles of incorporation, by-laws or other organizational<br>or charter documents, (b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would<br>become a material default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary,<br>or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any “lock-up”<br>or similar provision of any underwriting or similar agreement to which the Company or any Subsidiary is a party, or (c) result in a violation<br>of any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations)<br>applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected (except<br>for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the<br>aggregate, have a Material Adverse Effect), nor is the Company otherwise in violation of, conflict with or in default under any of the<br>foregoing. The business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity,<br>except for possible violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The Company<br>is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing<br>or registration with, any court or governmental agency in order for it to issue the Conversion Shares or the Warrant Shares or to execute,<br>deliver or perform any of its obligations under this Agreement or the other Transaction Documents (other than any SEC, FINRA or state<br>securities filings that may be required to be made by the Company subsequent to Closing).
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(b)	SEC and Offering Compliance:
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(i)	SEC Documents. The Company has filed all reports, schedules, forms,<br>statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act for the Company to be<br>deemed fully “fully reporting” and “current” and in compliance with the periodic and current reporting requirements<br>of Section 13 or 15(d) of the Exchange Act, and in compliance with the Rule 144(c)(1) under the Securities Act (the foregoing materials,<br>including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC<br>Documents”). The SEC Documents comply in all material respects with the requirements of the Securities Act and the Exchange<br>Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contain<br>any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the<br>statements therein, in light of the circumstances under which they were made, not misleading.
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(ii)	Financial Statements. The financial statements of the Company included<br>in its OTC Filings and Disclosures and SEC Documents (the “Financial Statements”) comply as to form and substance in<br>all material respects with applicable accounting requirements and the published rules and regulations of the SEC as well as other applicable<br>rules and regulations with respect thereto. Such Financial Statements have been prepared in accordance with generally accepted accounting<br>principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such Financial Statements<br>or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed<br>or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the<br>results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial,<br>year-end audit adjustments). The Company maintains a system of internal accounting controls appropriate for its size. There is no transaction,<br>arrangement, or other relationship between the Company and an unconsolidated or other off balance sheet entity that is not disclosed by<br>the Company in its Financial Statements or otherwise that would be reasonably likely to have a Material Adverse Effect. Except with respect<br>to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither<br>it nor any other Person acting on its behalf has provided the Buyer or its agents or counsel with any information that it believes constitutes<br>or might constitute material, non-public information. The Company understands and confirms that the Buyer will rely on the foregoing representation<br>in effecting transactions in securities of the Company.
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(iii)	Acknowledgment Regarding Buyer’s Purchase of Securities.<br>The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to<br>the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is neither (i) an officer or director<br>of the Company or any of its Subsidiaries, nor (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries.<br>The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries<br>(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice<br>given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated<br>hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that<br>the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company<br>and its representatives.
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(iv)	No Integrated Offering. Neither the Company, nor any person acting<br>on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security<br>under circumstances that would require registration under the Securities Act of the issuance of the Securities to the Buyer. The issuance<br>of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future)<br>for purposes of any stockholder approval provisions applicable to the Company or its securities.
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(v)	Brokers. No broker is entitled to a commission payable by the Company<br>in connection with the transactions contemplated by this transaction and the Company has taken no action which would give rise to any<br>claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement, or the transactions contemplated<br>hereby. Any all fees due to any brokers shall be paid and satisfied by the Company at the Closing except as otherwise provided in Section<br>1(c) of this Agreement.
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(vi)	Disclosure. All information relating to or concerning the Company<br>or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant in connection with the transactions contemplated<br>hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make<br>the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance<br>has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations<br>or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but<br>which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the Exchange<br>Act are being incorporated into an effective registration statement filed by the Company under the Securities Act).
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(vii)	Shell Company Status. The Company is not currently an issuer identified<br>in Rule 144(i)(1)(i) under the Securities Act, and, if it was at any time previously been such an issuer, then the Company is subject<br>to the reporting requirements of Section 13 or 15(d) of the Exchange Act, has filed all reports and other materials required to be filed<br>by Section 13 or 15(d) of the Exchange Act, as applicable during the preceding 12 months, and, as of a date at least one year prior to<br>the Execution Date, has filed current “Form 10 information” with the SEC (as defined in Rule 144(i)(3) of the Securities Act)<br>reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i) of the Securities Act.
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(viii)	No Disqualification Events. With respect to Securities to be offered<br>and sold hereunder in reliance on Rule 506 under the Securities Act (“Regulation D Securities”), none of the Company,<br>any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering<br>hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of<br>voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity<br>at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is<br>subject to any of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)(viii) under the Securities Act (each,<br>a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has<br>exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied,<br>to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Buyers a copy of any disclosures<br>provided thereunder.
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(ix)	Other Covered Persons. The Company is not aware of any Person (other<br>than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of buyers or potential<br>purchasers in connection with the sale of any Regulation D Securities.
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(x)	No General Solicitation; Placement Agent. Neither the Company,<br>nor any of its Subsidiaries or Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation<br>or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. Neither the Company<br>nor any of its Subsidiaries has engaged any placement agent in connection with the sale of the Securities. In the event that a broker-dealer<br>or other agent or advisory is engaged by the Company subsequent to the initial Closing, the Company shall be responsible for the payment<br>of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for persons engaged by any Buyer<br>or its investment advisor) relating to or arising out of the transactions contemplated hereby in connection with the sale of the Securities.<br>The Company shall pay, and hold the Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s<br>fees and out-of-pocket expenses) arising in connection with any such claim.
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(xi)	Investment Company Status. The Company is not, and upon consummation<br>of the sale of the Securities will not be, an “investment company,” a company controlled by an “investment company”<br>or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”<br>as such terms are defined in the Investment Company Act of 1940, as amended.
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(xii)	Transfer Taxes. On the Closing Date, all stock transfer or other<br>taxes (other than income or similar taxes) which are required to be paid in connection with the sale and transfer of the Securities to<br>be sold to the Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes<br>will be or will have been complied with.
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(xiii)	Compliance with Rule 15c2-11. On the Closing Date, and at all times<br>that any of the Securities remain outstanding, the Company shall maintain as publicly available all information required by paragraph<br>(b) of Rule 15c2-11 of the Exchange Act (as effective on September 26, 2021), as amended, such that brokers or dealers attempting to publish<br>any quotation for the Common Stock or, directly or indirectly, to submit any such quotation for publication, shall be able to comply with<br>Rule 15c2-11(a).
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(c)	Operations Related:
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(i)	Absence of Certain Changes. No event has occurred that would have<br>a Material Adverse Effect on the Company or any Subsidiary that has not been disclosed in the SEC Documents, OTC Filings and Disclosures.<br>Without limiting the generality of the foregoing, except as disclosed in the SEC Documents, OTC Filings and Disclosures, neither the Company<br>nor any of its Subsidiaries has taken any of the actions set forth on Schedule 3(c)(i).
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(ii)	Absence of Litigation. Except as disclosed in the SEC Documents,<br>there are no actions, suits, investigations, inquiries or proceedings pending or, to the Knowledge of the Company, threatened against<br>or affecting the Company, any Subsidiary or any of their respective properties, nor has the Company received any written or oral notice<br>of any such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect or would require disclosure<br>under the Securities Act or the Exchange Act. No judgment, order, writ, injunction or decree or award has been issued by or, to the Knowledge<br>of the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect. Except as disclosed<br>in the SEC Documents, OTC Filings and Disclosures or as set forth on Schedule 3(c)(ii) there has not been, and to the Knowledge<br>of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary or any current<br>or former director or officer of the Company or any Subsidiary.
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(iii)	Patents, Copyrights, etc. The Company and the Subsidiaries<br>own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service<br>names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary<br>to conduct their respective businesses as now conducted (“Intellectual Property”). None of the Company’s nor<br>any Subsidiary’s Intellectual Property rights have expired or terminated, or, by the terms and conditions thereof, could expire<br>or terminate within two years from the Execution Date. The Company does not have any Knowledge<br>of any infringement by the Company and/or any Subsidiary of any material trademark, trade name rights, patents, patent rights, copyrights,<br>inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of<br>any such development of similar or identical trade secrets or technical information by others, and there is no claim, action or proceeding<br>being made or brought against, or to the Company’s Knowledge, being threatened against, the Company and/or any Subsidiary regarding<br>trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations,<br>trade secret or other infringement, which could reasonably be expected to have a Material Adverse Effect.
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(iv)	Tax Status. The Company and each of its Subsidiaries has made or<br>filed all federal and material state and foreign income and all other material tax returns, reports and declarations required by any jurisdiction<br>to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions<br>reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and<br>charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested<br>in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the<br>periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the<br>taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed<br>a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax.<br>None of the Company’s tax returns is presently being audited by any taxing authority.
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(v)	Certain Transactions. Except as set forth in the SEC Documents,<br>OTC Filings and Disclosures, none of the officers or directors of the Company or any Subsidiary, and to the Knowledge of the Company,<br>none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other<br>than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing<br>of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer,<br>director or such employee or, to the Knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial<br>interest or is an officer, director, trustee or partner, in each case in excess of the lesser of (i) $120,000 or (ii) one percent of the<br>average of the Company’s total assets at year-end for the last two completed fiscal years, other than for (i) payment of salary<br>or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company or any Subsidiary and (iii)<br>other employee benefits, including stock option agreements under any stock option plan of the Company.
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(vi)	Permits; Compliance. The Company and each of its Subsidiaries is<br>in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates,<br>approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively,<br>the “Company Permits”), and there is no action pending or, to the Knowledge of the Company, threatened regarding suspension<br>or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation<br>of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not<br>reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notification<br>with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults<br>or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.
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(vii)	Environmental Matters. The Company is in compliance with all applicable<br>Environmental Laws in all respects except where the failure to comply does not have and could not reasonably be expected to have a Material<br>Adverse Effect. For purposes of the foregoing: “Environmental Laws” means, collectively, the Comprehensive Environmental<br>Response, Compensation and Liability Act of 1980, as amended, the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation<br>and Recovery Act, the Toxic Substances Control Act, as amended, the Clean Air Act, as amended, the Clean Water Act, as amended, any other<br>“Superfund” or “Superlien” law or any other applicable federal, state or local statute, law, ordinance, code,<br>rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, the environment or<br>any Hazardous Material.
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(viii)	Title to Property. Except as disclosed in the SEC Documents, OTC<br>Filings and Disclosures, the Company and each Subsidiary has good and marketable title in fee simple to all real property owned by it<br>and good and marketable title in all personal property owned by it that is material to the business of the Company and each Subsidiary,<br>in each case free and clear of all Liens and, except for Liens as do not materially affect the value of such property and do not materially<br>interfere with the use made and proposed to be made of such property by the Company or any Subsidiary and Liens for the payment of federal,<br>state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under<br>lease by the Company, or any Subsidiary is held under valid, subsisting and enforceable leases with which the Company is in compliance<br>with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings<br>by the Company or any Subsidiary.
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(ix)	Internal Accounting Controls. Except as disclosed in the SEC Documents<br>the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company’s<br>board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or<br>specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with<br>generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance<br>with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing<br>assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company is in compliance with all<br>provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable to it.
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(x)	Foreign Corrupt Practices. Neither the Company, nor any of its<br>Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the<br>course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or<br>other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government<br>official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977,<br>as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government<br>official or employee.
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(xi)	Solvency. The Company (after giving effect to the transactions<br>contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable<br>liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it<br>to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability<br>to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith<br>as such debts mature. Except as disclosed in the SEC Documents, OTC Filings and Disclosures or on Schedule 3(c)(xi), the Company<br>did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the<br>transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified<br>opinion in respect of its current fiscal year. For the avoidance of doubt any qualification of the auditors’ opinion relating to<br>the Company’s ability to continue as a “going concern” shall not, by itself, be a violation of this Section 3(c)(xi).
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(xii)	Insurance. The Company and each Subsidiary is insured by insurers<br>of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent<br>and customary in the businesses in which the Company and each Subsidiary is engaged. Neither the Company, nor any Subsidiary has been<br>refused any insurance coverage sought or applied for, and the Company has no reason to believe that it or any Subsidiary will not be able<br>to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may<br>be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise,<br>or the earnings, business or operations of the Company, taken as a whole.
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(xiii)	No Undisclosed Events, Liabilities, Developments or Circumstances.<br>Except as set forth in the SEC Documents, OTC Filings and Disclosures, the Company and its Subsidiaries have no liabilities or obligations<br>of any nature (whether accrued, absolute, contingent, unasserted or otherwise and whether due or to become due) other than those liabilities<br>or obligations that are disclosed in the Financial Statements or which do not exceed, individually in excess of $50,000 and in the aggregate<br>in excess of $200,000. The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon<br>facts and circumstances known by the Company on the Execution Date and there are no loss contingencies that are required to be accrued<br>by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for in the<br>Financial Statements.
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(xiv)	Management. During the past five-year period, no current or former<br>officer or director or, to the Knowledge of the Company, stockholder of the Company or any of its Subsidiaries has been the subject of<br>any matter that would require disclosure under Paragraph (f) of Rule 401 of Regulation S-K that has not been publicly disclosed.
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(xv)	Assets; Title. Except as disclosed on Schedule 3(c)(xv),<br>each of the Company and its Subsidiaries has good and valid title to, or a valid leasehold interest in, as applicable, all of its properties<br>and assets, free and clear of all Liens except (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate<br>proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary<br>course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation<br>of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business<br>with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, and<br>(iv) such as have been disposed of in the ordinary course of business. To the Company’s Knowledge, all tangible personal property<br>owned by the Company and its Subsidiaries has been maintained in good operating condition and repair, except (x) for ordinary wear and<br>tear, and (y) where such failure would not have a Material Adverse Effect. To the Company’s Knowledge, all assets leased by the<br>Company or any of its Subsidiaries are in the condition required by the terms of the lease applicable thereto during the term of such<br>lease and upon the expiration thereof. To the Company’s Knowledge, the Company and its Subsidiaries have good and marketable title<br>in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business<br>of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects. Any real property and facilities<br>held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions<br>as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its<br>Subsidiaries.
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(xvi)	Subsidiary Rights. The Company or one of its Subsidiaries has the<br>unrestricted right to vote, and to receive dividends and distributions on, all equity securities of its Subsidiaries as owned by the Company<br>or such Subsidiary.
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(xvii)	Books and Records. To the Company’s Knowledge, the books<br>of account, ledgers, order books, records and documents of the Company and its Subsidiaries accurately and completely reflect all information<br>relating to the respective businesses of the Company and its Subsidiaries, the nature, acquisition, maintenance, location and collection<br>of each of their respective assets, and the nature of all transactions giving rise to material obligations or accounts receivable of the<br>Company or its Subsidiaries, as the case may be, except where the failure to so reflect such information would not have a Material Adverse<br>Effect. To the Company’s Knowledge, the minute books of the Company and its Subsidiaries contain accurate records in all material<br>respects of all meetings and accurately reflect all other actions taken by the stockholders, boards of directors and all committees of<br>the boards of directors, and other governing Persons of the Company and its Subsidiaries, respectively.
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(xviii)	Money Laundering. The Company and its Subsidiaries are in compliance<br>with, and have not previously violated, the USA PATRIOT ACT of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws<br>and regulations, including, but not limited to, the laws, regulations and Executive Orders and sanctions programs administered by the<br>U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking<br>Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001));<br>and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.
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(d)	General
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(i)	Acknowledgment of Dilution. The Company understands and acknowledges<br>the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company<br>further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note is absolute and unconditional regardless<br>of the dilutive effect that such issuances may have on the ownership interests of other stockholders of the Company. The Company understands<br>and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Warrant Shares upon exercise of the Warrant.<br>The Company further acknowledges that its obligation to issue Warrant Shares upon exercise of the Warrant is absolute and unconditional<br>regardless of the dilutive effect that such issuances may have on the ownership interests of other stockholders of the Company.
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(ii)	Breach of Representations and Warranties by the Company. If the<br>Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available<br>to the Buyer pursuant to this Agreement, it will be considered an Event of Default under the Note.
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(iii)	Absence of Schedules. In the event that at the Closing Date, the<br>Company does not deliver and attach hereto any disclosure schedule contemplated by this Agreement, the Company hereby acknowledges and<br>agrees that (i) each such undelivered disclosure schedule shall be deemed to read as follows: “Nothing to Disclose”, and (ii)<br>the Buyer has not otherwise waived delivery of such disclosure schedule.
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4.	GENERAL COVENANTS.
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(a)	Best Efforts. The parties shall use their commercially reasonable<br>best efforts to satisfy timely each of the conditions described in Section 7 and 8 of this Agreement.
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(b)	Use of Proceeds. The Company shall use the proceeds from the sale<br>of the Notes first as set forth on Schedule 4(b), and thereafter for other general corporate purposes and shall not, directly or<br>indirectly, use such proceeds for any loan to or investment in any other corporation, partnership, enterprise or other person.
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(c)	Financial Information. The Company agrees to send or make available<br>the following reports to the Buyer until the Buyer transfers, assigns, or sells all of the Securities: (i) within ten (10) days after<br>the filing with the SEC, a copy of its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and any Current Reports on Form<br>8-K; (ii) within five (5) days after upload or filing, any filings made in the SEC Documents, OTC Filings and Disclosures; (iii) within<br>one (1) day after release, copies of all press releases issued by the Company or any of its Subsidiaries relating to the transactions<br>contemplated hereby; and (iv) contemporaneously with the making available or giving to the stockholders of the Company, copies of any<br>notices or other information the Company makes available or gives to such stockholders. For the avoidance of doubt, filing the documents<br>required in (i) above via EDGAR or releasing any documents set forth in (ii) above via a recognized wire service shall satisfy the delivery<br>requirements of this Section 4(c).
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(d)	Listing. The Company shall work in good faith to secure the listing<br>of the Conversion Shares and the Warrant Shares upon each national securities exchange or automated quotation system, if any, upon which<br>shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities,<br>shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares and all Warrant<br>Shares from time to time issuable upon exercise of the Note and the Warrant, respectively. The Company will obtain and, so long as the<br>Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the Trading Market and will comply in all respects<br>with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority<br>(“FINRA”) and such exchanges, as applicable.
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(e)	Corporate Existence. So long as the Buyer beneficially owns any<br>of the Securities, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s<br>assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the<br>surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments<br>entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed or quoted for trading on the<br>Trading Market.
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(f)	No Integration. The Company shall not make any offers or sales<br>of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold<br>hereunder under the Securities Act or cause the offering of the Securities to be integrated with any other offering of securities by the<br>Company for the purpose of any stockholder approval provision applicable to the Company or its securities.
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(g)	Failure to Comply with the Exchange Act. So long as the Buyer beneficially<br>owns any of the Securities, the Company shall comply with the reporting requirements of the Exchange Act; and the Company be subject to<br>the periodic reporting and other reporting requirements of the Exchange Act.
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(h)	Breach of Covenants. If the Company breaches any of the covenants<br>set forth in this Section 4, then in addition to any other remedies available to the Buyer pursuant to this Agreement, each such<br>breach will be considered an “Event of Default” under the Note.
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(i)	Reservation of Shares. The Company covenants that while the Note<br>and/or Warrant remain outstanding, the Company will reserve from its authorized and unissued Common Stock, three times (300%) of the number<br>of shares of Common Stock, free from pre-emptive rights, that would be issuable upon full, unconditioned conversion of the Note and exercise<br>of the Warrant calculated on the basis of the conversion price and exercise price, respectively, in effect as the Closing Date, which<br>such reserved amounts shall be increased by the Company from time to time in accordance with its obligations under such Securities. In<br>addition to all other rights in this Agreement and the Note, in the event that on any date (the “Reserve Depletion Date”)<br>the Company does not have available enough authorized shares of Common Stock to satisfy any conversion request regarding the Note, or<br>exercise of the Warrant, the Company shall repay all outstanding amounts owed under the Note in full within sixty (60) days of the Reserve<br>Depletion Date.
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(j)	Indemnification. Each party hereto (an “Indemnifying Party”)<br>agrees to indemnify and hold harmless the other party along with its officers, directors, employees, and authorized agents, and each Person<br>or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or<br>the rules and regulations thereunder (an “Indemnified Party”) from and against any Damages, joint or several, and any<br>action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to any misrepresentation,<br>breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained<br>in this Agreement.
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(k)	Certain Expenses and Fees. The Company shall pay all stamp taxes<br>and other taxes and duties levied in connection with the delivery of the Note to the Buyer. In addition, the Buyer shall be entitled to<br>withhold $3,000.00 for the Buyer’s legal fees from the amounts delivered at Closing, such amounts to be paid directly to the Buyer’s<br>counsel.
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5.	SPECIAL COVENANTS
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(a)	Piggyback Registration Rights. The Company shall include on any<br>registration and/or offering statement filed with the SEC, including without limitation on any offering statement on Form 1-A, all Conversion<br>Shares, all Warrant Shares for resale by the Buyer. In addition to all other remedies at law or in equity or otherwise under this Agreement<br>or other Transaction Documents, failure to do so will result in liquidated damages of $20,000.00 pursuant to this Section 5(a),<br>being immediately due and payable to the Buyer at its election in the form of cash payment.
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(b)	Variable Rate Transactions. The Company covenants and agrees that<br>it will not, without the prior written consent of the Buyer, enter into any equity line of credit agreement with any other party or enter<br>into any transaction resulting in, or with, any Variable Security Holders, excluding the Buyer, without the Buyer’s prior written<br>consent, which consent may be granted or withheld in the Buyer’s sole and absolute discretion unless the proceeds of such transaction<br>are used first and primarily to repay the Note in full; provided that such arrangements evidenced by written agreements that exist as<br>of the Execution Date shall not be subject to the provisions of this Section 5(b). “Variable Security Holder” means any holder<br>of any securities of the Company that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which<br>the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, and/or (B)<br>are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock),<br>with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following<br>an event of default, the passage of time, or another trigger event or condition.
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(c)	Up-listing. [RESERVED].
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(d)	Participation Rights. During the twelve (12) months immediately<br>following the Closing, with respect to each and any securities offering conducted by the Company, the Company agrees to, and hereby does,<br>irrevocably grant to the Buyer the option to purchase securities offered in such offering at the applicable offering prices thereunder.
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(e)	Repayment from Proceeds. While any portion of the Note is outstanding,<br>if the Company receives cash proceeds, from any source or series of related or unrelated sources, including but not limited to, from payments<br>from customers, the issuance of equity or debt, the conversion of outstanding warrants of the Company, the issuance of securities pursuant<br>to an equity line of credit of the Company or the sale of assets, the Company shall, within one (1) business day of the Company’s<br>receipt of such proceeds, inform the Buyer of such receipt, following which the Buyer shall have the right in its sole discretion to require<br>the Company to immediately apply one hundred percent (100%) of such proceeds to repay all or any portion of the outstanding amounts owed<br>under the Note. In the event that such proceeds are received by the Holder (as defined in the Note) prior to the Maturity Date (as defined<br>in the Note), the required prepayment shall be subject to all prepayment terms in the Note.
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(f)	Right of First Refusal. During the nine (9) months immediately<br>following the Closing, in the event that the Company receives a Bona Fide Offer (defined below) of capital or financing from any third<br>party consisting of any securities offering, including but not limited to any debt or equity securities, then the Company must, and irrevocably<br>agrees to, first offer such opportunity to the Buyer to provide such capital or financing to the Company on the same or similar terms<br>as each respective third party’s terms, and the Buyer may in its sole discretion determine whether the Buyer will provide such capital<br>or financing. Upon receipt of the third-party offer, the Company shall promptly provide notice thereof to the Buyer (the “Offer<br>Notice”) and provide copies of the pending transaction documents. Should the Buyer be unwilling or unable to provide such capital<br>or financing to the Company within two (2) Trading Days from the Buyer’s receipt of the Offer Notice from the Company, then the<br>Company may obtain such capital or financing from the respective third party upon the exact same terms and conditions offered by the Company<br>to the Buyer, which transaction must be completed within seven (7) Trading Days after the date of the Offer Notice. If the Company does<br>not receive the capital or financing from the respective third party within seven (7) Trading Days after the date of the respective Offer<br>Notice, then the Company must again offer the capital or financing opportunity to the Buyer as described above, and the process detailed<br>above shall be repeated. A “Bona Fide Offer” is one in which the purchaser is irrevocably and contractually bound to<br>purchase the subject securities from the Company, subject to the Buyer’s right of first refusal.
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(g)	Compliance with Rule 15c2-11. The Company take all actions to maintain<br>as publicly available all information required by paragraph (b) of Rule 15c2-11 of the Exchange Act (as effective on September 26, 2021),<br>as amended, such that brokers or dealers attempting to publish any quotation for the Common Stock or, directly or indirectly, to submit<br>any such quotation for publication, shall be able to comply with Rule 15c2-11(a).
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(h)	Prohibition on Certain Transactions. The Buyer covenants and agrees<br>that neither it nor any affiliate acting on its behalf or pursuant to any understanding with it will execute any “short sales”<br>of the Common Stock as defined in Rule 200 of Regulation SHO under the Exchange Act.
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(i)	Most Favoured Nation. While the Note or any principal amount, interest<br>or fees or expenses due thereunder remain outstanding and unpaid, the Company shall not enter into any public or private offering of its<br>securities (including securities convertible into shares of Common Stock) with any individual or entity (an “Other Investor”)<br>that has the effect of establishing rights or otherwise benefiting such Other Investor in a manner more favourable in any material respect<br>to such Other Investor than the rights and benefits established in favor of the Buyer by this Agreement or the Note unless, in any such<br>case, the Buyer has been provided with such rights and benefits pursuant to a definitive written agreement or agreements between the Company<br>and the Buyer.
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(j)	Audit. The Company shall maintain an engagement with a PCAOB registered<br>accounting firm at all times the Securities are outstanding.
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(k)	Breach of Covenants. If the Company breaches any of the covenants<br>set forth in this Section 5, then in addition to any other remedies available to the Buyer pursuant to this Agreement, each such<br>breach will be considered an “Event of Default” under the Note.
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6.	Transfer Agent Instructions.<br>Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act or the date on which the Conversion Shares<br>or the Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date<br>that can then be immediately sold, all such certificates shall bear the restrictive legend specified in the Note or Warrants as applicable.<br>The Company warrants that: (i) no stop transfer instructions will be given by the Company to its Transfer Agent and that the Securities<br>shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the<br>Note; (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in transferring (or<br>issuing) (electronically or in certificated form) any certificate for Conversion Shares or Warrant Shares to be issued to the Buyer upon<br>conversion/exercise of or otherwise pursuant to the Note or the Warrant, respectively, as and when required by the Note, the Warrant or<br>this Agreement; and (iii) it will not fail to remove (or direct its Transfer Agent not to remove or impairs, delays, and/or hinders its<br>Transfer Agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate<br>for any Conversion Shares or any Warrant Shares as contemplated by the terms of this Agreement, the Note and the Warrant, as applicable.<br>Nothing in this Section shall affect in any way the Buyer’s obligations and agreement to comply with all applicable prospectus delivery<br>requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company (which shall be at the cost of the Company), with<br>(i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public<br>sale or transfer of any Securities may be made without registration under the Securities Act and such sale or transfer is effected or<br>(ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer,<br>and, in the case of the Conversion Shares, and the Warrant Shares, promptly instruct its Transfer Agent to issue one or more certificates,<br>free from restrictive legend, in such name and in such denominations as specified by the Buyer or, in the sole discretion of the Buyer,<br>the Company shall take all action necessary to ensure that such Common Stock is transferred electronically as DWAC (as defined in the<br>Note) shares. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating<br>the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach<br>of its obligations under this Section may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the<br>provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining<br>any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being<br>required.
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7.	CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL.<br>The obligation of the Company hereunder to issue and sell any Note, or Warrant, to the Buyer at the Closing is subject to the satisfaction,<br>at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s<br>sole benefit and may be waived by the Company at any time in its sole discretion:
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(a)	The Buyer shall have executed this Agreement and delivered the same to<br>the Company.
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(b)	The Buyer shall have delivered the Company Funding Amount in accordance<br>with Section 1 above.
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(c)	The representations and warranties of the Buyer shall be true and correct<br>in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and<br>warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with<br>the covenants, agreements, and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior<br>to the Closing Date.
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(d)	No litigation, statute, rule, regulation, executive order, decree, ruling,<br>or injunction shall have been enacted, entered, promulgated, or endorsed by or in any court or governmental authority of competent jurisdiction<br>or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the<br>transactions contemplated by this Agreement.
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8.	CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE.<br>The obligation of the Buyer hereunder to purchase the Note and fund such Note at the Closing is subject to the satisfaction, at or before<br>the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be<br>waived by the Buyer at any time in its sole discretion:
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(a)	The Company shall have executed this Agreement and delivered the same<br>to the Buyer on the Closing Date.
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(b)	The Company shall have delivered to the Buyer the duly executed Note in<br>accordance with Section 1 above on the Closing Date.
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(c)	The Company shall have delivered to the Buyer the duly executed Warrant<br>on the Closing Date.
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(d)	The Company shall have delivered to the Buyer the duly executed Transfer<br>Agent Instruction Letter on the Closing Date.
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(e)	The Company shall have delivered a copy of its Directors’ resolutions<br>relating to the transactions contemplated hereby, the form of which is attached hereto as Exhibit D, on the Closing Date.
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(f)	No litigation, statute, rule, regulation, executive order, decree, ruling<br>or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction<br>or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the<br>transactions contemplated by this Agreement, as of the Closing Date.
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(g)	No event shall have occurred which could reasonably be expected to have<br>a Material Adverse Effect on the Company including but not limited to a change in the Exchange Act reporting status of the Company or<br>the failure of the Company to be timely in its Exchange Act reporting obligations, as of the Closing Date.
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(h)	The representations and warranties of the Company shall be true and correct<br>in all material respects as of the date when made and as of the Execution Date and the Closing<br>Date as though made at such time (except for representations and warranties that speak as of a specific date, which shall be true and<br>correct in all material respects as of such specific date) and the Company shall have performed, satisfied and complied in all material<br>respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company<br>at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed<br>by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect<br>and as to such other matters as may be reasonably requested by the Buyer, in the form prescribed by the Buyer.
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9.	GOVERNING LAW; MISCELLANEOUS.
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(a)	Governing Law. This Agreement shall be governed by and construed<br>in accordance with the laws of the State of Wyoming without regard to principles of conflicts of laws. Any action brought by either party<br>against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Miami, Florida,<br>or in the federal courts located in the Southern District of Florida. The parties to this Agreement hereby irrevocably waive any objection<br>to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or<br>based upon forum non conveniens. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s<br>fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or<br>unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict<br>therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable<br>under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives<br>personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or<br>any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)<br>to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient<br>service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any<br>other manner permitted by law.
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(b)	JURY TRIAL WAIVER. THE COMPANY AND THE BUYER HEREBY WAIVE ATRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTERARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS.
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(c)	Counterparts; Signatures by Electronic Mail. This Agreement may<br>be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same<br>agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement,<br>once executed by a party, may be delivered to the other party hereto by electronic mail transmission of a copy of this Agreement bearing<br>the signature of the party so delivering this Agreement.
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(d)	Headings. The headings of this Agreement are for the convenience<br>of reference only and shall not form part of, or affect the interpretation of, this Agreement.
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(e)	Severability. In the event that any provision of this Agreement<br>or of any of the Transaction Documents is invalid or unenforceable under any applicable statute or rule of law, then such provision shall<br>be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of<br>law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any<br>other provision hereof.
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(f)	Entire Agreement; Amendments. This Agreement and the instruments<br>referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as<br>specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking<br>with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by<br>the Buyer.
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(g)	Notices. All notices, demands, requests, consents, approvals, and<br>other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (a) personally<br>served, (b) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (c) delivered by reputable air<br>courier service with charges prepaid, or (d) transmitted by hand delivery, or e-mail as a PDF (with read receipt), addressed as set forth<br>below or to such other address as such party shall have specified most recently by written notice given in accordance herewith. Any notice<br>or other communication required or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by e-mail<br>(with read receipt) at the address designated below (if delivered on a business day during normal business hours where such notice is<br>to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours<br>where such notice is to be received) or (ii) on the second business day following the date of mailing by express courier service or on<br>the fifth business day after deposited in the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of<br>such mailing, whichever shall first occur.
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If to the Company, to:

C2 BLOCKCHAIN, INC.

12818 SW 8^th^ St. Unit #2008

Miami, FL 33184

Attn: Levi Jacobson, CEO

If to the Buyer, to:

QUICK CAPITAL, LLC

___________________

Either party hereto may from time to time change its address or e-mail for notices under this Section 9(g) by giving at least ten (10) days’ prior written notice of such changed address to the other party hereto.

(h)	Successors and Assigns. This Agreement shall be binding upon and<br>inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or<br>any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section<br>2(e), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or<br>to any of its “affiliates,” as that term is defined under the Exchange Act, without the consent of the Company.
(i)	Third Party Beneficiaries. This Agreement is intended for the benefit<br>of the parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof<br>be enforced by, any other person.
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(j)	Survival. The representations and warranties of the Company and<br>the agreements and covenants set forth in this Agreement shall survive the Closings hereunder as well as the termination/satisfaction<br>of the Note for the longest period allowable under applicable law. The Company agrees to indemnify and hold harmless the Buyer and all<br>their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach by the Company of any<br>of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement,<br>including advancement of expenses as they are incurred.
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(k)	Further Assurances. Each party shall do and perform, or cause to<br>be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments<br>and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement<br>and the consummation of the transactions contemplated hereby.
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(l)	No Strict Construction. The language used in this Agreement will<br>be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied<br>against any party.
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(m)	Remedies.
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(i)	The Company acknowledges that a breach by it of its obligations hereunder<br>will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the<br>Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the<br>event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition<br>to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions<br>restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the<br>necessity of showing economic loss and without any bond or other security being required.
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(ii)	In addition to any other remedy provided herein or in any document executed<br>in connection herewith, the Company shall pay the Buyer for all costs, fees and expenses in connection with any arbitration, litigation,<br>contest, dispute, suit or any other action to enforce any rights of the Buyer against the Company in connection herewith, including, but<br>not limited to, costs and expenses and attorneys’ fees, and costs and time charges of counsel to the Buyer.
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(n)	Publicity. The Company and the Buyer shall have the right to review<br>a reasonable period of time before issuance of any press releases, SEC, Trading Market, or FINRA filings, or any other public statements<br>with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the<br>prior approval of the Buyer, to make any press release or SEC, Trading Market or FINRA filings with respect to such transactions as is<br>required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release<br>prior to its release and shall be provided with a copy thereof).
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10.	DEFINED TERMS. As used in this Agreement, the following terms shall<br>have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the<br>terms defined):
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“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries that would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Damages” shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and disbursements and costs and expenses of expert witnesses and investigation).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Hazardous Material” means and includes any hazardous, toxic or dangerous waste, substance or material, the generation, handling, storage, disposal, treatment or emission of which is subject to any Environmental Law.

“Knowledge” including the phrase “to the Company’s Knowledge” shall mean the actual knowledge after reasonable investigation of the Company’s officers and directors.

“Lien” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, pre-emptive right or any other restriction.

“Material Adverse Effect” means any effect on the business, operations, properties, or financial condition of the Company and/or the Subsidiaries that is material and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance, or situation that prohibits or otherwise materially interferes with the ability of the Company and/or the Subsidiaries to enter into and/or perform its obligations under any Transaction Document.

“OTC Filings and Disclosures” shall mean the Company’s documents uploaded as of the Execution Date onto the Company’s “Filings and Disclosures” page on the OTCMarkets.com website.

“Person” means an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Registrable Securities” means all of the Conversion Shares and Warrant Shares, and any and all shares of capital stock issued or issuable as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on issuances under any of the Transaction Documents.

“Securities” means, collectively, the Note, the Conversion Shares, the Warrant, and the Warrant Shares and any other securities of the Company issued in connection with or in exchange for any of the foregoing.

“Subsidiary” or “Subsidiaries” means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act.

“Term” means the period beginning on the Execution Date and ending on the 60th day thereafter.

“Trading Day” shall mean a day on which the NASDAQ stock market shall be open for business.

“Trading Market” means the OTC-PINK market of the OTC-Markets.

“Transaction Documents” shall mean this Agreement, the Note, the Warrant, the Transfer Agent Instruction Letter and all schedules and exhibits hereto and thereto.

“Transfer Agent” shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.

“Transfer Agent Instruction Letter” means the letter from the Company to the Transfer Agent in the form of Exhibit C attached hereto.

IN WITNESS WHEREOF, the Buyer and the Company have caused their respective signature page to this Note Purchase Agreement to be duly executed as of the Execution Date.

COMPANY:<br><br> <br><br><br> <br>C2 BLOCKCHAIN, INC.<br><br> <br><br><br> <br><br><br> <br>By: ____________<br><br> <br>Name: Levi Jacobson<br><br> <br>Title: CEO<br><br> <br><br><br> <br><br><br> <br>BUYER:<br><br> <br>****
QUICK CAPITAL, LLC<br><br> <br><br><br> <br>By: ______________<br><br> <br>Name: ___________<br><br> <br>Title: ____________

ISSUANCE SCHEDULE

(1)	(2)	(3)	**<br><br> <br>(4)**
Buyer	Face Value of Note	**<br><br> <br>Warrant Shares**	Funding Amount
Quick Capital, LLC	$55,555.56*	2,777,778	$50,000**

*The Face Value of the Note includes an original issuance discount of 10% ($5,555.56).

** The Buyer has the right to withhold $3,000 from the funding amount for payment of its legal fees.

DISCLOSURE SCHEDULES

Schedule 3(c)(i)

Except as disclosed in the SEC Documents, OTC Filings, and Disclosures, neither the Company nor any of its Subsidiaries has:

(1) declared, set aside, or paid any dividend or other distribution with respect to any shares of capital stock of the Company or any of its Subsidiaries or any direct or indirect redemption, purchase or other acquisition of any such shares;

(2) sold, assigned, pledged, encumbered, transferred or otherwise disposed of any tangible asset of the Company or any of its Subsidiaries (other than sales or the licensing of its products to customers in the ordinary course of business consistent with past practice), or sold, assigned, pledged, encumbered, transferred or otherwise disposed of any Intellectual Property (as defined below), other than licensing of products of the Company or its Subsidiaries in the ordinary course of business and on a non-exclusive basis;

(3) entered into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed with respect to any governmental authority;

(4) made capital expenditures, individually or in the aggregate, in excess of $100,000;

(5) incurred any obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) on the Company’s behalf or any of its Subsidiaries, in excess of $100,000 individually, other than obligations under customer contracts, current obligations and liabilities, in each case incurred in the ordinary course of business and consistent with past practice;

(6) had any Lien on any property of the Company or any of its Subsidiaries except as disclosed in the SEC Documents, OTC Filings and Disclosures;

(7) made any payment, discharge, satisfaction or settlement of any suit, action, claim, arbitration, proceeding or obligation of the Company or any of its Subsidiaries, except in the ordinary course of business and consistent with past practice;

(8) effected any split, combination or reclassification of any equity securities;

(9) sustained any material loss, destruction or damage to any property of the Company or any Subsidiary, whether or not insured;

(10) effected any acceleration or prepayment of any indebtedness for borrowed money or the refunding of any such indebtedness;

(11) experienced any labor trouble involving the Company or any Subsidiary or any material change in their personnel or the terms and conditions of employment;

(12) made any waiver of any valuable right, whether by contract or otherwise;

(13) made any loan or extension of credit to any officer or employee of the Company;

(14) made any change in the independent public accountants of the Company or its Subsidiaries or any material change in the accounting methods or accounting practices followed by the Company or its Subsidiaries, as applicable, or any material change in depreciation or amortization policies or rates;

(15) experienced any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries;

(16) effected any change in any compensation arrangement or agreement with any employee, officer, director or stockholder that would result in the aggregate compensation to such Person in such year to exceed $100,000;

(17) effected any material increase in the compensation of employees of the Company or its Subsidiaries (including any increase pursuant to any written bonus, pension, profit sharing or other benefit or compensation plan, policy or arrangement or commitment), or any increase in any such compensation or bonus payable to any officer, stockholder, director, consultant or agent of the Company or any of its Subsidiaries having an annual salary or remuneration in excess of $100,000;

(18) made any revaluation of any of their respective assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets other than in the ordinary course of business;

(19) made any acquisition or disposition of any material assets (or any contract or arrangement therefore), or any other material transaction by the Company or any Subsidiary otherwise than for fair value in the ordinary course of business;

(20) written-down the value of any asset of the Company or its Subsidiaries or written-off as uncollectible of any accounts or notes receivable or any portion thereof except in the ordinary course of business and in a magnitude consistent with historical practice;

(21) cancelled any debts or claims or any material amendment, termination or waiver of any rights of the Company or its Subsidiaries; or

(22) entered into any agreement, whether in writing or otherwise, to take any of the actions specified in the foregoing items (1) through (21).

SCHEDULE 4(b)

Use of Proceeds

(1) General working capital.

EXHIBITS

A - NOTE

B - WARRANT

C - TRANSFER AGENT INSTRUCTIONS

D - BOARD RESOLUTIONS

NEITHER THE ISSUANCE NOR SALE OF THE SECURITIESREPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIESACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED,OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOTREQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIESMAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $55,555.56 IssueDate: July 22, 2025

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, as of July 22, 2025 (the “Issue Date”), C2 BLOCKCHAIN, INC., a Nevada corporation (hereinafter called the “Borrower” or “Company”), hereby promises to pay to the order of Quick Capital, LLC, a Wyoming limited liability company, or its registered assigns (the “Holder”), the principal sum of $55,555.56, payable upon the earlier of maturity or upon acceleration or upon prepayment of this Note as set forth herein. The term “Note” and all references thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented. This Note shall bear a one-time interest charge of $6,666.67, which represents a 12% guaranteed interest. Upon and following any occurrence of an Event of Default, this Note shall accrue an interest charge at a rate equal to the lesser of 24% on the principal amount of this Note or the maximum rate of interest under applicable law. The maturity date of this Note shall be thedate that is nine (9) months after the Issue Date (the “Maturity Date”) and is the date upon which the principal amount,as well as any accrued and unpaid interest and other fees, shall be due and payable. This Note may be prepaid in whole or in part only as explicitly set forth herein. All payments due hereunder (to the extent not converted into common stock of the Company, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day, and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of Miami, Florida are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Note Purchase Agreement dated July 22, 2025, pursuant to which this Note was originally issued (as amended and/or restated from time to time, the “Purchase Agreement”).

The cash consideration delivered to the Borrower at the closing of this Note is $47,000.00, as this Note is being issued with an original issuance discount in the amount of $5,555.56 and with $3,000.00 being withheld, directed for the legal costs of the Holder.

This Note is free from all taxes, liens, claims, and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The Company hereby affirms all of its obligations to the Holder under all of the Transaction Documents and agrees and affirms as follows: (i) that as of the Issue Date, the Company has performed, satisfied and complied in all material respects with all the covenants, agreements and conditions under each of the Transaction Documents to be performed, satisfied or complied with by the Company; (ii) that the Company shall continue to perform each and every covenant, agreement and condition set forth in each of the Transaction Documents and this Note, and continue to be bound by each and all of the terms and provisions thereof and hereof; (iii) that as of the Issue Date, no default or Event of Default has occurred or is continuing under the Purchase Agreement, the Note or any other Transaction Documents, and no event has occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under the Purchase Agreement, the Note or any other Transaction Documents; and (iv) that as of the Issue Date, no event, fact, or other set of circumstances has occurred which could reasonably be expected to have, cause, or result in a Material Adverse Effect.

The Company hereby acknowledges, represents, warrants and confirms to the Holder that: (i) each of the Transaction Documents executed by the Company are valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms; and (ii) no oral representations, statements, or inducements have been made by Holder, or any agent or representative of Holder, with respect to this Note, the Purchase Agreement, and all other Transaction Documents.

The following additional terms shall also apply to this Note:

ARTICLE I

CONVERSION RIGHTS

1.1 Conversion Right. The Holder shall have the right at any time, and from time to time to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) selected by the Holder for any particular conversion, determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the Conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each Conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) (the numerator) by the applicable Conversion Price then in effect on the date specified in the notice of conversion (the denominator), in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., Miami, Florida time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any Conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such Conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date plus (3) at the Holder’s option, fees on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof along with (v) any and all amounts necessary for the issuance and delivery of the Common Stock to the Holder including but not limited to transfer agent fees and legal fees..

1.2 Conversion Price. Subject to the adjustments described herein, this Note shall be convertible into shares of Common Stock at any time at the price of $0.01 per share (the “Fixed Price”) or at the Variable Conversion Price, in the sole discretion of the Holder. “Conversion Price” means the then applicable Fixed Price or Variable Conversion Price or other conversion price as determined in accordance with this Note as selected by the Holder in connection with any particular Conversion. The Conversion Price shall be automatically adjusted equitably for stock splits, stock dividends, or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributions, and similar events:

(a) Variable Conversion Price. At any time, the Holder may utilize the Variable Conversion Price in its sole discretion. The “Variable Conversion Price” shall be a rate per share equal to 65% of the lowest trading price for the proceeding 20 trading days prior to conversion. The Holder may elect to utilize the lower of the Fixed Price or the Variable Conversion Price at its sole discretion.

(b) Additional Conversion Considerations. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.

(c) Pro Rata Conversion; Disputes. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Borrower shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with this Note.

1.3 Authorized Shares. The Borrower covenants that during the period the Conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is to have 3,205,128 shares reserved, and thereafter at all times to have authorized and reserved three times (300%) the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time) (the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations pursuant to Section 4(i) of the Purchase Agreement. The Borrower represents that upon issuance, such shares of Common Stock will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which this Note shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) represents that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note. Notwithstanding the foregoing, in no event shall the Reserved Amount be lower than the initial Reserved Amount, regardless of any prior conversions.

Borrower’s failure to maintain or to replenish the Reserved Amount within three (3) business days of a request of the Holder, shall be an Event of Default under this Note.

1.4 Method of Conversion.

(a) Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to time on or after the Issue Date, by (i) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., Miami, Florida time) and (ii) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder shall, prima facie, be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c) Payment of Taxes and fees. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid. In addition, the Holder shall not be responsible for any transfer agent or legal opinion fees in connection with a conversion of the Note or exercise of the Warrant and may elect to deduct such fees if paid directly by the Holder.

(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates (or electronic shares via DWAC transfer, at the option of Holder) for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

(e) Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., Miami, Florida time, on such date.

(f) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system.

(g) Failure to Deliver Common Stock Prior to Delivery Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock until the Borrower issues and delivers a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such Holder’s conversion of any Conversion Amount (under Holder’s and Borrower’s expectation that any damages will tack back to the Issue Date). Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified.

(h) Rescindment of a Notice of Conversion. If (i) the Borrower fails to respond to Holder within one (1) business day from the Conversion Date confirming the details of Notice of Conversion, (ii) the Borrower fails to provide any of the shares of the Borrower’s Common Stock requested in the Notice of Conversion within three (3) business days from the date of receipt of the Note of Conversion, (iii) the Holder is unable to procure a legal opinion required to have the shares of the Borrower’s Common Stock issued unrestricted and/or deposited to sell for any reason related to the Borrower’s standing, (iv) the Holder is unable to deposit the shares of the Borrower’s Common Stock requested in the Notice of Conversion for any reason related to the Borrower’s standing, (v) at any time after a missed Deadline, at the Holder’s sole discretion, or (vi) if OTC Markets Group, Inc. changes the Borrower’s designation to ‘Limited Information’ (Yield), ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull & Crossbones), ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign) or other trading restriction on the day of or any day after the Conversion Date, the Holder maintains the option and sole discretion to rescind the Notice of Conversion with a “Notice of Rescindment.”

1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Securities Act of 1933, as amended 1933 Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance, and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the 1933 Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an “accredited investor” (as defined in Rule 501(a) of the 1933 Act). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER THE ISSUANCE OR SALEOF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATESECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATIONSTATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTEDBY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNTOR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the 1933 Act, which opinion shall be reasonably accepted by the Company so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Company does not accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, and does not provide a suitable replacement opinion to the Holder within two (2) business days, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

1.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by the written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers, or share exchanges.

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder has been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

(d) Adjustment Due to Dilutive Issuance. If, at any time when this Note is issued and outstanding, the Borrower issues or sells, or in accordance with this Section 1.6(d) hereof is deemed to have issued or sold, except for shares of Common Stock issued directly to bona fide vendors or suppliers of the Borrower in satisfaction of good faith amounts owed to such vendors or suppliers (provided, however, that such vendors or suppliers shall not have an arrangement to transfer, sell or assign such shares of Common Stock prior to the issuance of such shares), any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance, subject to the Holder’s rights under Section 1.2 to select its Conversion Price.

The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “Options”) and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options.

Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options), and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For the purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon such conversion or exchange” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

(e) Purchase Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any Convertible Securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(f) Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 1.6, or under Section 1.2 (regarding stock splits, combinations, etc.), the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.

1.7 Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then quoted, listed, or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower’s ability to issue shares of Common Stock in excess of the Maximum Share Amount, in lieu of any further right to convert this Note, this will be considered an Event of Default under Section 3.2 of the Note.

1.8 Status as a Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates or transmission of such shares pursuant to Section 1.4(f) for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if this Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion default payments pursuant to Section 1.3 to the extent required thereby for such Conversion default and any subsequent Conversion default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.2) for the Borrower’s failure to convert this Note.

1.9 Prepayment. Subject to prior written consent of the Holder, the Borrower may prepay the amounts outstanding hereunder pursuant to the following terms and conditions:

(a) At any time during the period beginning on the Issue Date and ending on the date which is the day immediately prior to the Maturity Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in cash equal to 125%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note.

(b) Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the applicable prepayment amount to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

ARTICLE II

CERTAIN COVENANTS

2.1 Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

2.2 Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.

2.3 Borrowings. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, create, incur, assume-guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the Issue Date and of which the Borrower has informed Holder in writing prior to the Issue Date, (b) indebtedness to trade creditors financial institutions or other lenders incurred in the ordinary course of business or (c) borrowings, the proceeds of which shall be used to repay this Note.

2.4 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

2.5 Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the Issue Date and which the Borrower has informed Holder in writing prior to the Issue Date, (b) made in the ordinary course of business or (c) not in excess of $15,000.

2.6 Section 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the 1933 Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the 1933 Act (a “3(a)(10) Transaction”). In the event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this Note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than Fifteen Thousand Dollars ($15,000), will be assessed and will become immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.

2.7 Preservation of Existence, etc. The Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary.

2.8 Non-circumvention. The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Certificate or Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.

2.9 Repayment from Proceeds. While any portion of this Note is outstanding, if the Borrower receives cash proceeds, from any source or series of related or unrelated sources, including but not limited to, from payments from customers, the issuance of equity or debt, the conversion of outstanding warrants of the Borrower, the issuance of securities pursuant to an equity line of credit of the Borrower or the sale of assets, the Borrower shall, within one (1) business day of Borrower’s receipt of such proceeds, inform the Holder of such receipt, following which the Holder shall have the right in its sole discretion to require the Borrower to immediately apply all or any portion of such proceeds to repay all or any portion of the outstanding amounts owed under this Note. Failure of the Borrower to comply with this provision shall constitute an Event of Default. In the event that such proceeds are received by the Holder prior to the Maturity Date, the required prepayment shall be subject to the terms of Section 1.9 herein.

2.10 Piggyback Registration Rights. The Company shall include on any registration statement or offering statement filed with the SEC, all Origination Shares, all Conversion Shares, and all Warrant Shares. In addition to all other remedies at law or in equity or otherwise in connection with any breaches under this Note or the other Transaction Documents, failure to do so in compliance with this Section 2.10 will result in liquidated damages of $20,000, being immediately due and payable to the Holder at its election in the form of cash payment.

ARTICLE III

EVENTS OF DEFAULT

The occurrence of any of the following shall each constitute an “Event of Default” with no right to notice or the right to cure except as specifically stated:

3.1 Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at the Maturity Date, upon acceleration, or otherwise.

3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the Conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an “Event of Default” of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

3.3 Breach of Covenants. The Borrower breaches any covenant or other term or condition contained in this Note, or in any of the Transaction Documents including but not limited to the Purchase Agreement.

3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made.

3.5 Receiver or Trustee. The Company or any subsidiary of the Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

3.6 Judgments. Any money judgment, writ or similar process shall be entered ~~or filed~~ against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7 Bankruptcy; Liquidation. (i) Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the Company or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed against it an involuntary petition for bankruptcy; or (ii) any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business occurs.

3.8 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCBB, OTCQB, OTC Pink or an equivalent replacement exchange, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE American.

3.9 Failure to Comply with the Exchange Act. The Borrower shall fail to timely comply with the reporting requirements of the 1934 Act (including but not limited to becoming delinquent in its filings); and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act; and/or the Borrower shall not have publicly available all information required by paragraph (b) of Rule 15c2-11 of the Exchange Act (as effective on September 26, 2021), as amended, such that brokers or dealers attempting to publish any quotation for the Common Stock or, directly or indirectly, to submit any such quotation for publication, shall be able to comply with Rule 15c2-11(a).

3.10 DTC. The Company is currently in the process of applying for “DWAC/FAST” electronic transfer. Once in place, if the Company (i) loses its ability to deliver shares via “DWAC/FAST” electronic transfer, or (ii) loses its stats as “DTC Eligible.”

3.11 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.12 Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future) or any disposition or conveyance of any material asset of the Borrower.

3.13 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.14 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Transfer Agent Instruction Letter in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.15 Rights of Participation. The failure of the Borrower to fully satisfy its obligations to the Holder under Section 5(c) and/or Section 5(d) of the Purchase Agreement.

3.16 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Transfer Agent Instruction Letter in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.17 Cessation of Trading. Any cessation of trading of the Common Stock on at least one of the OTCBB, OTCQB, OTC Pink or an equivalent replacement exchange, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE American, and such cessation of trading shall continue for a period of five consecutive (5) Trading Days.

3.18 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any material covenant or other term or condition contained in any of the Other Agreements, other than any such breach or default which is cured by agreement of the parties, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of the Borrower to the Holder.

3.19 Bid Price. The Borrower shall lose the “bid” price for its Common Stock ($0.01 on the “Ask” with zero market makers on the “Bid” per Level 2) and/or a market (including the OTCBB, OTCQB or an equivalent replacement exchange).

3.20 OTC Markets Designation. If the OTC-Markets changes the Borrower’s designation to ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull and Crossbones), or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign).

3.21 Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.

3.22 Unavailability of Rule 144. If, at any time on or after the date which is six (6) months after the Issue Date, the Holder is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and (ii) thereupon deposit such shares into the Holder’s brokerage account.

Upon the occurrence of any Event of Default specified in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16. 3.17, 3.18, 3.19, 3.20, 3.21, and/or 3.22 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to (i) 150% times the sum of (x) the then outstanding principal amount of this Note plus (y) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”), on the amounts referred to in clauses (x) and/or (y) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Sum”) or (ii) at the option of the Holder, the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Event of Default arises as a result of a breach in respect of a specific Conversion Date (in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest Closing Price (defined below) for the Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity. “Closing Price” means, for any security as of any date, the closing bid price as reported on the OTCBB, OTCQB or applicable trading market or exchange as reported by a reliable reporting service designated by the Holder or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is quoted, listed or traded.

The Holder shall have the right at any time, to require the Borrower to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect, subject to the terms of this Note. This requirement by the Borrower shall automatically apply upon the occurrence of an Event of Default without the need for any party to give any notice or take any other action.

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Borrower for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

ARTICLE IV

MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, or electronic transmission by e-mail (with read-receipt required) addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by electronic transmission by e-mail (with read-receipt required), at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

C2 BLOCKCHAIN, INC.

12818 SW 8^th^ St Unit #2008

Miami, FL 33184

Attn: Levi Jacobson, CEO

If to the Holder:

Quick Capital, LLC

_________________

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder.

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns. Neither the Borrower nor the Holder shall assign this Note or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Holder may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bonafide margin account or other lending arrangement. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorney’s fees.

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Miami, Florida, or in the federal courts located in the Southern District of Florida. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANYDISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.7 Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

4.8 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

4.9 Notice of Corporate Events. Except as otherwise provided in this Note, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9 including, but not limited to, name changes, recapitalizations, etc. as soon as possible under law.

4.10 Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Borrower covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any usury law that would prohibit or forgive the Borrower from paying all or a portion of the principal or interest on this Note.

4.11 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required. No provision of this Note shall alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

4.12 Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

4.13 Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, Default Sum, Closing Date or Maturity Date, the closing bid price, or fair market value (as the case may be) or the arithmetic calculation of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the Borrower or the Holder shall submit the disputed determinations or arithmetic calculations via electronic transmission by e-mail (with read-receipt required) (i) within two (2) Trading Days after receipt of the applicable notice giving rise to such dispute to the Borrower or the Holder or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower are unable to agree upon such determination or calculation within two (2) business days of such disputed determination or arithmetic calculation (as the case may be) being submitted to the Borrower or the Holder, then the Borrower shall, within two (2) business days, submit via electronic transmission by e-mail (with read-receipt required) (a) the disputed determination of the Conversion Price, the closing bid price, the or fair market value (as the case may be) to an independent, reputable investment bank selected by the Borrower and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, Default Sum to an independent, outside accountant selected by the Holder that is reasonably acceptable to the Borrower. The Borrower shall cause at its expense the investment bank or the accountant to perform the determinations or calculations and notify the Borrower and the Holder of the results no later than ten (10) business days from the time it receives such disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation shall be binding upon all parties absent demonstrable error.

4.14 Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any security with any term more favorable to the holder of such security or with a term (including without limitation any Conversion Price) in favor of the holder of such security that was not similarly provided to the Holder in this Note (other than a future financing with the Holder), then the Borrower shall notify the Holder of such additional or more favorable term and such term, at Holder’s option, shall become a part of the Transaction Documents with the Holder. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage.

*** signature page follows ***

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer as of the Issue Date.

COMPANY:

C2 BLOCKCHAIN, INC.

By: ________________

Name: Levi Jacobson

Title: CEO

Acknowledged and Accepted by:

HOLDER:

Quick Capital, LLC

By: ________________

Name: _____________

Title: ______________

EXHIBIT A

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASEWARRANT

C2 BLOCKCHAIN, INC.

Warrant Shares: 2,777,778

Date of Issuance: July 22, 2025 (the “Issuance Date”)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of that certain convertible promissory note dated July 22, 2025, in the original principal amount of $55,555.56 issued by the Company (as defined below) to the Lender (as defined below) (the “Note”), Quick Capital, LLC, a Wyoming limited liability company (the “Lender” and including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period, to purchase from C2 BLOCKCHAIN, INC., a Nevada corporation (the “Company”), up to 2,777,778 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof. This Warrant is issued by the Company as of the Issuance Date pursuant to the note purchase agreement dated July 22, 2025, between the Company and the Lender (the “Purchase Agreement”).

Capitalized terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean) $0.02 per share subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. Eastern Standard Time on the five-year anniversary of such date.

1. EXERCISE OF WARRANT.

(a) Mechanicsof Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, which Exercise Notice must be received by the Company prior to 11 a.m., Miami, Florida time to count as received on such date, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise if permitted under the terms of this Warrant, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three business days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an “Event of Default” under the Note. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Warrant is not delivered by the Warrant Share Delivery Date the Company shall pay to the Holder $500 per day, for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder in cash by the fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise the Warrant is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such exercise right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1(a) are justified.

If the Market Price of one share of Common Stock is greater than the Exercise Price, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

X = Y (A-B)

Where	X =	the number of Shares to be issued to Holder.
	Y =	the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).
	A =	the Market Price (at the date of such calculation).
	B =	Exercise Price (as adjusted to the date of such calculation).

(b) NoFractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay to the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

(c) Holder’sExercise Limitations. The Company shall not affect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates (as such term is defined under the Exchange Act), and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including without limitation any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph (d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this paragraph applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.

For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of the Holder, the Company shall within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.

2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a) Distributionof Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

(b) StockSplits. If the Company, at any time while this Warrant is outstanding: (i) subdivides outstanding shares of Common Stock into a larger number of shares, or (ii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 2(b) shall become effective immediately after the effective date in the case of a subdivision or combination.

(c) Anti-Dilution;Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price and the number of shares exercisable thereunder shall be proportionately increased based on the new Base Share Price . Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(c), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(c), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive such adjustment.

3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder as set forth in this Warrant against impairment . Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, three times the number of shares of Common Stock issuable under the Warrant, or as otherwise required under the Purchase Agreement, to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).

5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

6. REISSUANCE.

(a) Lost,Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

(b) Issuanceof New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

7. TRANSFER.

(a) Noticeof Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.

(b) If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will limit its activities in respect to such transfer or disposition as are permitted by law.

(c) Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant under the Purchase Agreement (registration rights, expenses, and indemnity).

8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

10. GOVERNING LAW; DISPUTE RESOLUTION. This Warrant shall be governed by and construed in accordance with the laws of the State of Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Miami, Florida, or in the federal courts located in the Southern District of Florida. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLYWAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTIONWITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

11. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

12. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Trading Market, as reported by the Trading Market, or, if the Trading Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., Miami, Florida time, as reported by the Trading Market, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by the Trading Market, or (iii) if no last trade price is reported for such security by the Trading Market, the average of the bid and ask prices of any market makers for such security as reported by the Trading Market. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

(b) “Common Stock” means the Company’s common stock, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

(c) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

(d) “Market Price” means the highest traded price of the Common Stock during the thirty (30) Trading Days prior to the date of the respective Exercise Notice.

(e) “OTC Markets” means OTCQX, OTCQB, OTC Pink, the OTC Bulletin Board.

(f) “Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Trading Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any business day.

(g) “Trading Market” means the OTC Markets or any equivalent principal securities exchange or other securities market on which the Common Stock is being traded or quoted.

** signature page follows **

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

C2 BLOCKCHAIN, INC.

By: _____________

Name: ___________

Title: ____________

Agreed & Accepted:

Quick Capital,LLC

By: ______________ Name: ____________

Title: _____________

EXHIBIT A

EXERCISE NOTICE

(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

The Undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of C2 BLOCKCHAIN, INC., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1.	Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):
☐	a cash exercise with respect to _________________ Warrant Shares; or
---	---
☐	by cashless exercise pursuant to the Warrant.
2.	Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.
---	---
3.	Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant.
---	---

Date:

(Print Name of Registered Holder)

By: _________________________________________

Name: ______________________________________

Title: ________________________________________

9

EXHIBIT B

ASSIGNMENT OF WARRANT

(To be signed only upon authorized transfer of the Warrant)

For Value Received, the undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase _______________ shares of common stock of C2 BLOCKCHAIN, INC., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of C2 BLOCKCHAIN, INC. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

Date:

____________________________________

(Signature) *

____________________________________

(Name)

____________________________________

(Address)

____________________________________

(Social Security or Tax Identification No.)

* The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 22, 2025, between C2 Blockchain Inc., a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (“Investor”).

WITNESSETH

WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D (“Regulation D”) as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”);

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, as provided herein, and the Investor shall purchase from the Company a $200,000.00 Promissory Note substantially in the form attached hereto as “Exhibit A” (referred to as the “Promissory Note”), which, solely in the event of a default thereunder, shall be convertible (such conversion shares, the “Conversion Stock”) into shares of the Company’s common stock, par value of $0.001 per share (the “Common Stock”). The face amount of the Promissory Note shall be $200,000.00 and the purchase price therefor shall be the sum of $170,000.00 (the “Promissory Note Purchase Price”), which shall be issued within one business day following the date hereof, subject to notification of satisfaction of the conditions to the Closing set forth herein and in Sections 7(a) and 8(a) herein (the “Closing” or “Closing Date”);

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering Irrevocable Transfer Agent Instructions (the “Irrevocable Transfer Agent Instructions”); and

WHEREAS, the Promissory Note, the shares of Conversion Stock, and the five million (5,000,000) shares of the Company’s restricted common stock to be issued to the Investor in accordance with the Promissory Note are collectively are referred to herein as the “Securities”).

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement, and for such other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

1.	CERTAIN DEFINITIONS.

(a) “Anti-Bribery Laws” shall mean of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder.

(b) “Anti-Money Laundering Laws” shall mean applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering rules and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957), as amended, as well as the implementing rules and regulations promulgated thereunder, and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or self-regulatory.

(c) “Applicable Laws” shall mean applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines, ordinance or regulation of any governmental entity and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to Anti-Money Laundering Laws and all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) Anti-Bribery Laws and applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, (iii) OFAC and any Sanctions Laws or Sanctions Programs, and (iv) CAATSA and any CAATSA Sanctions Programs, Anti-Money Laundering Laws.

(d) “BHCA” shall mean the Bank Holding Company Act of 1956, as amended.

(e) “CAATSA” shall mean Public Law No. 115-44 The Countering America’s Adversaries Through Sanctions Act.

(f) “CAATSA Sanctions Programs” shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by CAATSA.

(g) “Dollar Value Traded” means, for any security as of any date, the daily dollar traded value for such security as reported by Bloomberg, LP through its “Historical Price Table Screen (HP)” with Market: Dollar Value Traded function selected, or, if no dollar value traded is reported for such security by Bloomberg, the dollar traded value of any of the market makers for such security as reported in the OTC Markets Group Inc. (the “OTC Markets”).

(h) Reserved.

(i) “OFAC” shall mean the U.S. Department of Treasury’s Office of Foreign Asset Control.

(j) “Sanctioned Country” shall mean a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, and Syria.

(k) “Sanctions Laws” shall mean any sanctions administered or enforced by OFAC or the U.S. Departments of State or Commerce and including, without limitation, the designation as a “Specially Designated National” or on the “Sectoral Sanctions Identifications List” (collectively, “Blocked Persons”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or any other relevant sanctions authority.

(l) “Sanctions Programs” shall mean any OFAC, HMT, or UNSC economic sanction program including, without limitation, programs related to a Sanctioned Country.

(m) “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

2.	PURCHASE AND SALE OF THE PROMISSORY NOTE.

(a) Purchase of the Promissory Note. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing and the Company agrees to sell and issue to Investor at the Closing the Promissory Note.

(b) Closing Date. The Closing of the purchase and sale of the Promissory Note shall take place at 9:00 a.m. Eastern Daylight Time no later than the first business day following the date hereof, subject to notification of satisfaction of the conditions to the Closing set forth herein and in Sections 7 and 8 below (or such later date as is mutually agreed to by the Company and the Investor (the “Closing Date”)).

(c) Form of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Investor shall deliver to the Company such aggregate proceeds for the Promissory Note to be issued and sold to the Investor at the Closing, minus the original issue discount applicable to such Closing as set forth in the Promissory Note, and (ii) the Company shall deliver to the Investor a Promissory Note that the Investor is purchasing at the Closing, duly executed on behalf of the Company.

3.	INVESTOR’S REPRESENTATIONS AND WARRANTIES.

The Investor represents and warrants, that:

(a) Investment Purpose. The Investor is acquiring the Securities for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however, that, by making the representations herein, the Investor reserves the right to dispose of the Securities at any time in accordance with or pursuant to an effective registration statement covering such Securities or an available exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any corporation, association, partnership, organization, business, individual, government, or political subdivision thereof or governmental agency (“Person”) to distribute any of the Securities.

(b) Accredited Investor Status. The Investor is an “Accredited Investor,” as that term is defined in Rule 501(a)(3) of Regulation D.

(c) Reliance on Exemptions. The Investor understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities.

(d) Information. The Investor and its advisors (and his or, its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information he deemed material to making an informed investment decision regarding his purchase of the Securities, which have been requested by the Investor. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management. Neither such inquiries nor any other due diligence investigations conducted by the Investor or its advisors, if any, or its representatives shall modify, amend, or affect the Investor’s right to rely on the Company’s representations and warranties contained in Section 4 below. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables the Investor to obtain information from the Company in order to evaluate the merits and risks of this investment. The Investor has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

(e) No Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities, or the fairness or suitability of the investment in the Securities, nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(f) Transfer or Resale. The Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(g) Legends. The Investor agrees to the imprinting, so long as is required by this Section 3(g), of a restrictive legend on any certificate, document or instrument representing the Securities in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

Certificates evidencing the shares of Conversion Stock shall not contain any legend (including the legend set forth above) (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such shares of Conversion Stock pursuant to Rule 144, (iii) if such shares of Conversion Stock are eligible for sale under Rule 144, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after the effective date (the “Effective Date”) of a registration statement if required by the Company’s transfer agent to effect the removal of the legend hereunder. If all or any portion of a Promissory Note is converted is exercised by the Investor who is then not an Affiliate of the Company (a “Non-Affiliated Investor”) at a time when there is an effective registration statement to cover the resale of the shares of Conversion Stock, such shares of Conversion Stock shall be issued free of all legends. The Company agrees that, following the Effective Date or at such time as such legend is no longer required under this Section 3(g), it will, no later than three (3) Trading Days following the delivery by a Non-Affiliated Investor to the Company or the Company’s transfer agent of a certificate representing shares of Conversion Stock, issued with a restrictive legend (such 3^rd^ Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Non-Affiliated Investor a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. The Investor acknowledges that the Company’s agreement hereunder to remove all legends from shares of Conversion Stock is not an affirmative statement or representation that such shares of Conversion Stock are freely tradable. The Investor, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 3(g) is predicated upon the Company’s reliance that the Investor will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein.

(h) Authorization, Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(i) Receipt of Documents. The Investor and its counsel have received and read in their entirety: (i) this Agreement and each representation, warranty, and covenant set forth herein and the Transaction Documents (as defined herein); (ii) all due diligence and other information necessary to verify the accuracy and completeness of such representations, warranties and covenants; (iii) the Company’s Annual Report on Form 10-K for the fiscal year end December 31, 2024 filed with the SEC on April 15, 2025, and (iv) answers to all questions the Investor submitted to the Company regarding an investment in the Company; and the Investor has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus.

(j) Due Formation of Corporate and Other Investors. If the Investor is a corporation, trust, partnership, or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Securities and is not prohibited from doing so.

(k) No Legal Advice From the Company. The Investor acknowledges, that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement with his or its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

4.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth under the corresponding section of the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and to qualify any representation or warranty otherwise made herein to the extent of such disclosure, the Company hereby makes the representations and warranties set forth below to the Investor:

(a) Subsidiaries. All of the direct and indirect subsidiaries of the Company are identified in the Regulatory Disclosure Documents (as defined below). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each subsidiary free and clear of any liens (except as may be identified on Disclosure Schedule 4 (b)), and all the issued and outstanding shares of capital stock of each subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

(b) Security Interests Granted. Except as set forth on Disclosure Schedule 4(b), there are no security interests granted, issued, or allowed to exist in any assets of the Company or subsidiary.

(c) Organization and Qualification. The Company and its subsidiaries are corporations or limited liability companies duly organized and validly existing in good standing under the laws of the jurisdiction in which they are incorporated / organized, and have the requisite power to own their properties and to carry on their business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation / entity to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and the subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii), or (iii), a “Material Adverse Effect”) and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions, (ii) conditions generally affecting the industry in which the Company or any Subsidiary operates, (iii) any changes in financial or securities markets in general, (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof, (v) any pandemic, epidemics or human health crises (including COVID-19), (vi) any changes in applicable laws or accounting rules, (vii) the announcement, pendency or completion of the transactions contemplated by the Transaction Documents, or any action required or permitted by the Transaction Documents or any action taken (or omitted to be taken) with the written consent of or at the written request of the Investor.

(d) Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note (in the form attached hereto as “Exhibit A”), and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the shares of Conversion Stock, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

(e) Capitalization. The authorized capital stock of the Company consists of five hundred million shares of Common Stock, par value $0.001 per share, and 20 million shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of which [268,236,005] shares of Common Stock and 0 shares of Preferred Stock are issued and outstanding. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as disclosed in Disclosure Schedule 4(e) and as set forth in the Regulatory Disclosure Documents: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or any of its subsidiaries or by which the Company or any of its subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company or any of its subsidiaries; (v) there are no outstanding securities or instruments of the Company or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to redeem a security of the Company or any of its subsidiaries; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (vii) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (viii) the Company and its subsidiaries have no liabilities or obligations required to be disclosed in the Regulatory Disclosure Documents but not so disclosed therein, other than those incurred in the ordinary course of the Company’s or its subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished to the Investor true, correct, and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(f) Issuance of Securities. The issuance of the Promissory Note was duly authorized and free from all taxes, liens, and charges with respect to the issue thereof. Upon conversion in accordance with the terms of the Promissory Note and the shares of Conversion Stock, when issued in accordance with its terms will be validly issued, fully paid and nonassessable, free from all taxes, liens, and charges with respect to the issue thereof. The Company has reserved from its duly authorized capital stock the appropriate number of shares of Common Stock as set forth in this Agreement.

(g) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Promissory Note, and reservation for issuance and issuance of the shares of Conversion Stock) will not (i) result in a violation of any certificate of incorporation, certificate of formation, any certificate of designations or other constituent documents of the Company or any of its subsidiaries, any capital stock of the Company or any of its subsidiaries or bylaws of the Company or any of its subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of the OTC Markets’ OTCQB^®^ Venture Market (the “Primary Market”) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted, and shall not be conducted in violation of any material law, ordinance, or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization, or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement of the Transaction Documents in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings, and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company and its subsidiaries are unaware of any facts or circumstance that might give rise to any of the foregoing.

(h) Regulatory Disclosure Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements, and other documents required to be filed by it with the OTC Markets and / or the SEC (from and after January 1, 2020) and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “Regulatory Disclosure Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such required notice prior to the expiration of any such extension. The Company has delivered to the Investor or its representatives, or made available through the SEC’s website at http://www.sec.gov or the OTC Markets’ website at https://www.otcmarkets.com/stock/CLNV/overview, true and complete copies of the Regulatory Disclosure Documents. As of their respective dates, the Regulatory Disclosure Documents complied in all material respects with the requirements of the SEC or the OTC Markets Alternative Reporting Standards, as applicable, and the rules and regulations of the SEC or the OTC Markets, as applicable, and none of the Regulatory Disclosure Documents, at the time they were filed with the OTC Markets or the SEC, as applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company and its subsidiaries included in the Regulatory Disclosure Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the OTC Markets and / or the SEC, as applicable, with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Investor which is not included in the Regulatory Disclosure Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

(i) 10(b)-5. The Regulatory Disclosure Documents do not include any untrue statements of material fact, nor do they omit to state any material fact required to be stated therein necessary to make the statements made, in light of the circumstances under which they were made, not misleading.

(j) Absence of Litigation. To the best knowledge of the Company, after due inquiry, and except as set forth on Disclosure Schedule 4(j), annexed hereto, there is no action, suit, proceeding, inquiry, or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company, the Common Stock or any of the Company’s subsidiaries, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.

(k) CAATSA. Neither the Company or its subsidiaries, nor, to Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or subsidiaries, is a Person that is, or is owned or controlled by a Person that has a place of business in, or is operating, organized, resident or doing business in a country or territory that is, or whose government is, the subject of the CAATSA Sanctions Programs.

(l) Reserved.

(m) Sarbanes-Oxley Act. The Company and its subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are applicable to the Company and its subsidiaries and effective as of the date hereof.

(n) BHCA. Neither the Company nor any of its subsidiaries or affiliates is subject to BHCA and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, 5% or more of the outstanding shares of any class of voting securities or 25% or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(o) No Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents.

(p) Compliance with Applicable Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance Applicable Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to Applicable Laws is pending or, to the knowledge of the Company, threatened.

(q) No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries or affiliates is, or is directly or indirectly owned or controlled by, a Person that is currently the subject or the target of any Sanctions Laws or is a Blocked Person; neither the Company, any of its subsidiaries, nor any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries or affiliates, is located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo, Sanctions Laws or Sanctions Programs prohibiting trade with a Sanctioned Country; the Company maintains in effect and enforces policies and procedures designed to ensure compliance by the Company and its Subsidiaries with applicable Sanctions Laws and Sanctions Programs; neither the Company, any of its subsidiaries, nor any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries or affiliates, acting in any capacity in connection with the operations of the Company, conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any applicable Sanctions Laws or Sanctions Programs; no action of the Company or any of its subsidiaries in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) the issuance and sale of the Securities, or (iii) the direct or indirect use of proceeds from the Securities or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by the other Transaction Documents being used, or loaned, contributed or otherwise made available, directly or indirectly, to any subsidiary, joint venture partner or other person or entity, for the purpose of (i) unlawfully funding or facilitating any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions Laws or Sanctions Programs, (ii) unlawfully funding or facilitating any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions Laws or Sanctions Programs. For the past 5 years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Laws, Sanctions Programs or with any Sanctioned Country.

(r) No Conflicts with Anti-Bribery Laws. Neither the Company nor any of the subsidiaries has made any contribution or other payment to any official of, or candidate for, any federal, state, or foreign office in violation of any law. Neither the Company, nor any of its subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any Anti-Bribery Laws, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its subsidiaries or affiliates will directly or indirectly use the proceeds of the Securities or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; to the knowledge of the Company, there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its subsidiaries or affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

(s) No Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933 Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Investor a copy of any disclosures provided thereunder.

(t) Acknowledgment Regarding Investor’s Purchase of the Promissory Note. The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Investor or any of their respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to the Investor’s purchase of the Securities. The Company further represents to the Investor that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation by the Company and its representatives.

(u) No General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities.

(v) No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act.

(w) Employee Relations. Neither the Company nor any of its subsidiaries is involved in any labor dispute or, to the knowledge of the Company or any of its subsidiaries, is any such dispute threatened. None of the Company’s or its subsidiaries’ employees is a member of a union and the Company and its subsidiaries believe that their relations with their employees are good.

(x) Intellectual Property Rights. The Company and its subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. The Company and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, and, to the knowledge of the Company there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and the Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

(y) Environmental Laws. The Company and its subsidiaries are (i) in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval.

(z) Title. All real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting, and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

(aa) Insurance. The Company and each of its subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its subsidiaries are engaged. Neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company and its subsidiaries, taken as a whole.

(bb) Regulatory Permits. The Company and its subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state, or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization, or permit.

(cc) Internal Accounting Controls. The Company and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, and (iii) the recorded amounts for assets are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(dd) No Material Adverse Breaches, etc. Neither the Company nor any of its subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule, or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries. Neither the Company nor any of its subsidiaries is in breach of any contract or agreement which breach, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries.

(ee) Tax Status. The Company and each of its subsidiaries has made and filed all federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject and (unless and only to the extent that the Company and each of its subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

(ff) Certain Transactions. Except for arm’s length transactions pursuant to which the Company makes payments in the ordinary course of business upon terms no less favorable than the Company could obtain from third parties, none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

Except with respect to the material terms and conditions of the transactions contemplated by this Agreement, all of which shall be publicly disclosed by the Company as soon as possible after the date hereof, the Company covenants and agrees that neither the Company, nor any other person acting on its behalf, will provide the Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto the Investor shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

(gg) Fees and Rights of First Refusal. The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties, except for any persons who have who have validly waived their right of first refusal.

(hh) Investment Company. The Company is not, and is not an affiliate of, and immediately after receipt of payment for the Securities, will not be or be an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

(ii) Registration Rights. Except for the Investor pursuant to the Section 5(q) of this Agreement and Section 8(b) of the Promissory Note, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company except parties in Disclosure Schedule 4(e) and as set forth in any Regulatory Disclosure Documents, including the exhibits thereto. There are no outstanding registration statements not yet declared effective and there are no outstanding comment letters from the SEC or any other regulatory agency.

(jj) Private Placement. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Primary Market.

(kk) Listing and Maintenance Requirements. The Company has not, in the 12 months preceding the date hereof, received notice from the Primary Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Primary Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

(ll) Reporting Status. With a view to making available to the Investor the benefits of Rule 144 or any similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration, and as a material inducement to the Investor’s purchase of the Securities, the Company represents and warrants to the following: (i) the Company is, and has been for a period of at least 24 months immediately preceding the date hereof, subject to the reporting requirements of the OTC Markets (ii) the Company has filed all required reports of the OTC Markets, as applicable, during the 24 months preceding the date hereof (or for such shorter period that the Company was required to file such reports), and (iii) the Company is not an issuer defined as a “Shell Company.” and (iv) in the reasoned opinion of McMurdo Law Group, LLC, co-counsel to the Company, which opinion is dated April 2, 2019, and has been provided to, and accepted by, the Investor, the Company is not an issuer that has been at any time previously an issuer defined as a “Shell Company.” For the purposes hereof, the term “Shell Company” shall mean an issuer that meets the description defined in paragraph (i)(1)(i) of Rule 144.

(mm) Disclosure. The Company has made available to the Investor and its counsel all the information reasonably available to the Company that the Investor or its counsel have requested for deciding whether to acquire the Securities. No representation or warranty of the Company contained in this Agreement (as qualified by the Disclosure Schedule) or any of the other Transaction Documents, and no certificate furnished or to be furnished to the Investor at the Closing, or any due diligence evaluation materials furnished by the Company or on behalf of the Company, including without limitation, due diligence questionnaires, or any other documents, presentations, correspondence, or information contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

(nn) Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Securities.

(oo) Reserved.

(pp) Reserved.

(qq) Relationship of the Parties. Neither the Company, nor any of its subsidiaries, affiliates, nor any person acting on its or their behalf is a client or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has provided, or will provide, any services to the Company or any of its affiliates, its subsidiaries, or any person acting on its or their behalf. The Investor’s relationship to Company is solely as an investor as provided for in the Transaction Documents.

5.	COVENANTS.

(a) Best Efforts. Each party shall use its best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Sections 7 and 8 of this Agreement.

(b) Compliance with Applicable Laws. While the Investor owns any Securities the Company shall comply with all Applicable Laws and will not take any action which will cause the Investor to be in violation of any such Applicable Laws.

(c) Conduct of Business. While the Investor owns any Securities, the business of the Company shall not be conducted in violation of Applicable Laws and will not take any action which will cause the Investor to be in violation of any such Applicable Laws.

(d) While the Investor owns any Securities, neither the Company, nor any of its Subsidiaries or affiliates, directors, officers, employees, representatives, or agents shall:

(1) conduct any business or engage in any transaction or dealing with or for the benefit of any Blocked Person, including the making or receiving of any contribution of funds, goods, or services to, from or for the benefit of any Blocked Person;

(2) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to the applicable Sanctions Laws, Sanctions Programs, located in a Sanctioned Country, or CAATSA or CAATSA Sanctions Programs;

(3) use any of the proceeds of the transactions contemplated by this Agreement to finance, promote or otherwise support in any manner any illegal activity, including, without limitation, in contravention of any Anti-Money Laundering Laws, Sanctions Laws, Sanctioned Program, Anti-Bribery Laws or in any Sanctioned Country.

(4) violate, attempt to violate, or engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, any of the Anti-Money Laundering Laws, Sanctions Laws, Sanctions Program, Anti-Bribery Laws, CAATSA or CAATSA Sanctions Programs;

(e) While the Investor owns any Securities, the Company shall maintain in effect and enforce policies and procedures designed to ensure compliance by the Company and its Subsidiaries and their directors, officers, employees, agents representatives and affiliates with Applicable Laws.

(f) While any Investor owns any Securities, the Company will promptly notify the Investor in writing if any of the Company, or any of its Subsidiaries or affiliates, directors, officers, employees, representatives, or agents, shall become a Blocked Person, or become directly or indirectly owned or controlled by a Blocked Person.

(g) The Company shall provide such information and documentation it may have as the Investor or any of their affiliates may reasonably request to satisfy compliance with Applicable Laws.

(h) The covenants set forth above shall be ongoing while the Investor owns any Securities. The Company shall promptly notify the Investor in writing should it become aware during such period (a) of any changes to these covenants, or (b) if it cannot comply with the covenants set forth herein. The Company shall also promptly notify the Investor in writing during such period should it become aware of an investigation, litigation or regulatory action relating to an alleged or potential violation of Applicable Laws.

(i) Form D. The Company agrees to file a Form D with respect to the Securities as (and if deemed) required under Regulation D and to provide a copy thereof to the Investor promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities, or obtain an exemption for the Securities for sale to the Investor at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

(j) Reporting Status. With a view to making available to the Investor the benefits of Rule 144 or any similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration, and as a material inducement to the Investor’s purchase of the Securities, the Company represents, warrants, and covenants to the following:

(1) From the date hereof until all the Securities either have been sold by the Investor, or may permanently be sold by the Investor without any restrictions pursuant to Rule 144 (the “Registration Period”), the Company shall file with the SEC in a timely manner all required reports (collectively, the “SEC Documents”) under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder;

(k) The Company shall furnish to the Investor so long as the Investor owns Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent Regulatory Disclosure Documents or SEC Documents, as applicable, of the Company and such other reports and documents so filed by the Company with the OTC Markets or the SEC, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

(l) During the Registration Period the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination.

(m) Use of Proceeds. The Company shall use the proceeds from the issuance of the Promissory Note hereunder for the use of proceeds disclosed on Disclosure Schedule 4(g) and the Company shall not pay any related party obligations from such proceeds of the Promissory Note, all of which related party obligations shall be subordinated to the obligations owed to the Investor. Neither the Company nor any subsidiary shall, directly or indirectly, use any portion of the proceeds of the transactions contemplated herein, or lend, contribute, facilitate or otherwise make available such proceeds to any Person (i) to make any payment towards any indebtedness or other obligations of the Company or subsidiary; (ii) to pay any obligations of any nature or kind due or owing to any officers, directors, employees, or stockholders of the Company or subsidiary, other than salaries payable in the ordinary course of business of the Company; (iii) to fund, either directly or indirectly, any activities or business of or with any Blocked Person, in any Sanctioned Country, (iv) or in any manner or in a country or territory, that, at the time of such funding, is, or whose government is, the subject of CAATSA Sanctions Programs or (iv) in any other manner that will result in a violation of Anti-Money Laundering Laws, Sanctions Laws, Sanctioned Program, Anti-Bribery Laws or CAATSA Sanctions Programs.

(n) Reservation of Shares. On the date hereof, the Company shall reserve for issuance to the Investor [thirty million] ([30,000,000]) shares for issuance upon conversions of the Promissory Note (the “Share Reserve”). The Company represents that it has sufficient authorized and unissued shares of Common Stock available to create the Share Reserve after considering all other commitments that may require the issuance of Common Stock. The Company shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Promissory Note. If at any time the Share Reserve is insufficient to effect the full conversion of the Promissory Note, the Company shall increase the Share Reserve accordingly. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall call within fifteen (15) calendar days and hold a special meeting of the stockholders within forty-five (45) calendar days of such occurrence, for the sole purpose of increasing the number of shares authorized. The Company’s management shall recommend to the stockholders to vote in favor of increasing the number of shares of Common Stock authorized. Management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock.

(o) Listings or Quotation. The Company’s Common Stock shall be listed or quoted for trading on the Primary Market.

(p) Issuance of Shares of Commitment Stock. The Company shall issue ten million (10,000,000) shares of its restricted common stock (in book form) to the Investor (the “Commitment Stock”).^[1]^

(q) Piggyback Registration of Shares of Commitment Stock. If at any time the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of shares of Commitment Stock, the Company shall give prompt written notice (in any event no later than five (5) days prior to the filing of such Registration Statement) to the Investor of its intention to effect such a registration and shall include in such registration all shares of Commitment Stock, Conversion Stock, and shares underlying the Promissory Note; provided, however, that, the Company shall not be required to register any shares of Commitment Stock pursuant to this Section 5(q) that have been sold or may permanently be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Investor.

(r) Corporate Existence. So long as any of the Promissory Note remains outstanding, the Company shall not directly or indirectly consummate any merger, reorganization, restructuring, reverse stock split consolidation, sale of all or substantially all of the Company’s assets or any similar transaction or related transactions (each such transaction, an “Organizational Change”) unless, prior to the consummation of an Organizational Change, the Company obtains the written consent of the Investor, which shall not be unreasonably withheld, delayed, denied, or conditioned. In any such case, the Company will make appropriate provision with respect to such holders’ rights and interests to insure that the provisions of this Section 5(l) will thereafter be applicable to the Promissory Note.

(s) Transactions With Affiliates. Except as may be provided in Section 4(h) above, so long as the Promissory Note is outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous 2 years, stockholders who beneficially own 5% or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each, a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a 10% or more equity interest in that person or entity, (ii) has 10% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

(t) Transfer Agent. The Company covenants and agrees that, in the event that the Company’s agency relationship with the transfer agent should be terminated for any reason prior to a date which is 2 years after the Closing Date, the Company shall immediately appoint a new transfer agent and shall require that the new transfer agent execute and agree to be bound by the terms of the Irrevocable Transfer Agent Instructions (as defined herein).

(u) Restriction on Issuance of the Capital Stock. So long as the Promissory Note is outstanding, the Company shall not, without the prior written consent of the Investor, which shall not be unreasonably withheld, delayed, denied, or conditioned, (i) issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration less than such Common Stock’s Bid Price, as quoted by Bloomberg, LP (through its “Volume at Price” function) and determined immediately prior to its issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8 or issue or sell any shares of Common Stock pursuant to Rule 701.

(v) No Short Positions. Neither the Investor nor any of its affiliates has an open short position in the Common Stock of the Company, and the Investor agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the Common Stock as long as the Promissory Note remains outstanding.

(w) Reserved.

(x) Reserved.

(y) Review of Public Disclosures. All Regulatory Disclosure Documents (including, without limitation, all filings required under the Exchange Act, which include Forms 10-Q, 10-K, 8-K, etc.) and other public disclosures made by the Company, including, without limitation, all press releases, investor relations materials, and scripts of analysts meetings and calls, shall be reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants.

6.	TRANSFER AGENT INSTRUCTIONS.

The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent in a form acceptable to the Investor.

7.	CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

The obligation of the Company hereunder to issue and sell the Promissory Note to the Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

(a) The Investor shall have executed the Transaction Documents and delivered them to the Company.

(b) The Investor shall have delivered to the Company the Promissory Note Purchase Price, minus any fees to be paid directly from the proceeds of the Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company.

(c) The representations and warranties of the Investor shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to the Closing Date.

8.	CONDITIONS TO THE INVESTOR’S OBLIGATION TO<br>PURCHASE.

The obligation of the Investor hereunder to purchase the Promissory Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion:

(a) The Company, and, within ten days of the Closing, the Company’s Transfer Agent, as applicable, shall have executed the Transaction Documents and delivered the same to the Investor.

(b) The Common Stock shall be authorized for quotation or trading on the Primary Market, and trading in the Common Stock shall not have been suspended for any reason.

(c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 5, above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

(d) The Company shall have executed and delivered to the Investor the Promissory Note.

(e) The Company shall have created the Share Reserve and issued the ten million (10,000,000) shares of Commitment Stock.^[2]^

(f) The Common Stock shall be authorized for quotation or trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason.

(g) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 5 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made as though made at that time (except for representations and warranties that speak as of a specific date).

9.	INDEMNIFICATION.

(a) In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Promissory Note and the shares of Conversion Stock upon conversion of the Promissory Note and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Investor, and all of their officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Promissory Note or the other Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement, or the other Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Investor Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the parties hereto, any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Promissory Note or the status of the Investor or holder of the Promissory Note or the shares of Conversion Stock, as an Investor of Promissory Note in the Company. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.

(b) In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Investor(s) in this Agreement, instrument or document contemplated hereby or thereby executed by the Investor, (b) any breach of any covenant, agreement or obligation of the Investor(s) contained in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor, or (c) any cause of action, suit or claim brought or made against such Company Indemnitee based on material misrepresentations or due to a material breach and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement, the Transaction Documents or any other instrument, document or agreement executed pursuant hereto by any of the parties hereto. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.

COMPANY LIABILITY.

(a) The Company shall be liable for all debt, principal, interest, and other amounts owed to the Investor by Company pursuant to this Agreement, the Transaction Documents, or any other agreement, whether absolute or contingent, due or to become due, now existing or hereafter arising (the “Obligations”) and the Investor may proceed against the Company to enforce the Obligations without waiving its right to proceed against any other party. This Agreement and the Promissory Note are a primary and original obligation of the Company and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between the Investor and the Company. The Company shall be liable for existing and future Obligations as fully as if all of the funds advanced by the Investor hereunder were advanced to the Company.

(b) Notwithstanding any other provision of this Agreement or any other Transaction Documents the Company irrevocably waives, until all obligations are paid in full, all rights that it may have at law or in equity (including, without limitation, any law subrogating the Company to the rights of Investor under the Transaction Documents) to seek contribution, indemnification, or any other form of reimbursement from the Company, or any other person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by the Company with respect to the Obligations in connection with the Transaction Documents or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by the Company with respect to the Obligations in connection with the Transaction Documents or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to the Company in contravention of this Section, the Company shall hold such payment in trust for the Investor and such payment shall be promptly delivered to the Investor for application to the Obligations, whether matured or unmatured.

GOVERNING LAW; MISCELLANEOUS.

(a) Governing Law; Mandatory Jurisdiction; Jury Trial Waiver. All questions concerning the construction, validity, enforcement, and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement, and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, directors, officers, stockholders, employees, or agents) shall be commenced in the state and federal courts sitting in the City of Wilmington (the “Delaware Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Delaware Courts, or such Delaware Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it hereunder and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation, and prosecution of such action or proceeding.

(b) Counterparts. This Agreement may be executed in 2 or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and physically or electronically delivered to the other party.

(c) Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by the Investor in order to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Investor with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by the Investor to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Investor’s election.

(d) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(e) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

(f) Entire Agreement, Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement.

(g) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered upon: (i) receipt, when delivered personally, (ii) 1 Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same, or (iii) receipt, when sent by electronic mail (provided that the electronic mail transmission is not returned in error or the sender is not otherwise notified of any error in transmission. The addresses and email addresses for such communications shall be:

If to the Company:
With a mandatory copy that shall not constitute notice:
If to the Investor:
With a mandatory copy that shall not constitute notice:

or at such other address and/or electronic e-mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party 3 Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s computer containing the time, date, recipient’s electronic mail address and the text of such electronic mail, or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by electronic mail or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

(h) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Neither the Company nor any Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party hereto.

(i) No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

(j) Survival. Unless this Agreement is terminated under Section 11(f), all agreements, representations, and warranties contained in this Agreement or made in writing by or on behalf of any party in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement and the Closing.

(k) Publicity. The Company and the Investor shall have the right to approve, before issuance any press release or any other public statement with respect to the transactions contemplated hereby made by any party; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to issue any press release or other public disclosure with respect to such transactions required under applicable securities or other laws or regulations (the Company shall use its best efforts to consult the Investor in connection with any such press release or other public disclosure prior to its release and Investor shall be provided with a copy thereof upon release thereof).

(l) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments, and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(m) Termination. In the event that the Closing shall not have occurred on or before 5^th^ business days from the date hereof due to the Company’s or the Investor’s failure to satisfy the conditions set forth in Sections 7 and 8 above (and the non-breaching party’s failure to waive such unsatisfied condition(s)), the non-breaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date without liability of any party to any other party.

(n) Brokerage. The Company represents that no broker, agent, finder, or other party has been retained by it in connection with the transactions contemplated hereby and that no other fee or commission has been agreed by the Company to be paid for or on account of the transactions contemplated hereby.

(o) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

[REMAINDER PAGE INTENTIONALLYLEFT BLANK]

IN WITNESS WHEREOF*,* each of the Investor and the Company has affixed its respective signature to this Securities Purchase Agreement as of the date first written above.

C2 BLOCKCHAIN INC.

By:_____________

Name: __________

Title: ___________

COVENTRY ENTERPRISES, LLC

By: _____________

Name: __________

Title: ___________

LIST OF EXHIBITS

Disclosure Schedule

Exhibit A – Form of Promissory Note

DISCLOSURE SCHEDULE

Schedule 4(b) – Security Interests Granted – None

Schedule 4(e) – Capitalization – See Section 4(e)

Schedule 4(g) – Use of Proceeds – working capital and selling, general, and administrative expenses

Schedule 4(j) – See attached

EXHIBIT A

Form of Promissory Note

^[1]^	As noted in Section 8(a) of the Promissory Note, if the Company repays all of its obligations in full<br>and in accordance with the terms thereof and was never in default during the term hereof (independently of a cure period), then the Investor<br>shall, within ten (10) calendar days thereafter, return to the Company’s treasury for cancellation five million (5,000,000) of the<br>shares of Commitment Stock.
^[2]^	As noted in Section 8(a) of the Promissory Note, if the Company repays all of its obligations in full<br>and in accordance with the terms thereof, then the Investor, pursuant to its mandatory obligations thereunder, shall, within ten (10)<br>calendar days thereafter, return to the Company’s treasury for cancellation five million (5,000,000) of such shares of Commitment<br>Stock.
---	---

^[1]^

As noted in Section 8(a) of the Promissory Note, if the Company repays all of its obligations in full and in accordance with the terms thereof and was never in default during the term hereof (independently of a cure period), then the Investor shall, within ten (10) calendar days thereafter, return to the Company’s treasury for cancellation five million (5,000,000) of the shares of Commitment Stock.

^[2]^

As noted in Section 8(a) of the Promissory Note, if the Company repays all of its obligations in full and in accordance with the terms thereof, then the Investor, pursuant to its mandatory obligations thereunder, shall, within ten (10) calendar days thereafter, return to the Company’s treasury for cancellation five million (5,000,000) of such shares of Commitment Stock.

---

NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANIES. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: July 22, 2025 PrincipalAmount: $200,000.00

PROMISSORYNOTE

THIS IS A PROMISSORY NOTE of C2 Blockchain, Inc., a Nevada corporation (the “Company”), having its principal place of business at 12818 SW 8^th^ Street, Unit #2008, Miami, Florida 33184 (this “Note”), which represents a duly authorized and validly issued debt of the Company.

FOR VALUE RECEIVED, the Company hereby promises to pay to the order of Coventry Enterprises LLC, a Delaware limited liability company (the “Holder”), or its registered assigns, the principal sum of Two Hundred Thousand Dollars ($200,000.00) (the “Principal Amount”) and “Guaranteed Interest” thereon in the aggregate amount of $20,000 from and after the Original Issue Date, all of which Guaranteed Interest shall be deemed earned as of the date hereof. The Principal Amount and the Guaranteed Interest shall be due and payable in 12 equal monthly payments (each, a “Monthly Payment”) of Eighteen Thousand Three Hundred Thirty-three and 33/100^ths^ Dollars ($18,333.33), commencing on August 22, 2025, and continuing on the 22nd day of each month thereafter (each, a “Monthly Payment Date”) until paid in full not later than July 22, 2026 (the “Maturity Date”), or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay such other interest to the Holder on the aggregate unconverted and then outstanding Principal Amount of this Note in accordance with the provisions hereof.

Notwithstanding anything contained herein, this Note shall bear interest on the aggregate unpaid Principal Amount and Guaranteed Interest from and after the occurrence and during the continuance of an Event of Default pursuant to Section 7(a) at the rate (the “Default Rate”), which shall be equal to (i) the lesser of twenty-two percent (22%) per annum or (ii) the maximum rate permitted by law. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs; then to any unpaid fees; then to any unpaid “Default Rate” interest; and any remaining amount shall be applied first to any unpaid Guaranteed Interest and then to any unpaid Principal Amount. Notwithstanding the Monthly Payment Dates, payment of “Default Rate” interest shall be due and payable by the Company to the Holder on the last day of each calendar month during which Default Rate interest accrued.

This Note is subject to the following additional provisions:

Upon the execution and delivery of this Note, the sum of One Hundred Seventy Thousand and 00/100^ths^ Dollars ($170,000.00) shall be remitted and delivered to, or on behalf of, the Company. Ten Thousand and 00/100^ths^ Dollars ($10,000.00) shall be directed by the Company to Holder’s counsel for legal documentation preparation fees and Twenty Thousand and 00/100^ths^ Dollars ($20,000.00) shall be retained by the Holder as an original issue discount for other expenses.

Section 1. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Alternate Consideration” shall have the meaning set forth in Section 5(f).

“Alternative Conversion Price” shall have the meaning set forth in Section 5(b).

“Bankruptcy Event” means any of the following events: (a) the Company (as such term is defined in Rule 1-02(w) of Regulation S-X thereof) commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation, or similar law of any jurisdiction relating to the Company; (b) there is commenced against the Company any such case or proceeding that is not dismissed within 60 days after commencement; (c) the Company is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (d) the Company suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment; (e) the Company makes a general assignment for the benefit of creditors; (f) the Company calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or (g) the Company, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Beneficial Ownership Limitation” shall have the meaning set forth in Section 5(d).

“Buy-In” shall have the meaning set forth in Section 5(c)(v).

“Calculated Conversion Price” shall have the meaning set forth in Section 5(b).

“Change of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company (other than in connection with any conversion of this Note); (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than fifty percent (50%) of the aggregate voting power of the Company or the successor entity of such transaction; (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than fifty percent (50%) of the aggregate voting power of the acquiring entity immediately after the transaction; (d) a replacement at one time or within a three-year period of more than one-half of the members of the Board of Directors, which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof); or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d), above.

“Common Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant, or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion” shall have the meaning ascribed to such term in Section 5.

“Conversion Date” shall have the meaning set forth in Section 5(a).

“Conversion Schedule” means the Conversion Schedule in the form of Schedule 1 attached hereto.

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof.

“Default Rate” shall have the meaning ascribed thereto in the preamble of this Note.

“DTC” means the Depository Trust Company.

“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer Program.

“DWAC Eligible” means that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements, including, without limitation, transfer through DTC’s Deposit and Withdrawal at Custodian (“DWAC”) service; (b) the Company has been approved (without revocation) by the DTC’s underwriting department; (c) the Transfer Agent is approved as an agent in the DTC/FAST Program; (d) the Conversion Shares are otherwise eligible for delivery via DWAC; and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC.

“Event of Default” shall have the meaning set forth in Section 7(a).

“Exchange Act” means, the Securities Exchange Act of 1934, as amended.

“Delaware Courts” shall have the meaning set forth in Section 8(g).

“Fundamental Transaction” shall have the meaning set forth in Section 6(e).

“Guaranteed Interest” shall have the meaning ascribed thereto in the preamble of this Note.

“Late Fees” shall have the meaning set forth in Section 2(b).

“Mandatory Default Amount” means the payment of 150% of the sum of the outstanding Principal Amount of this Note and accrued and unpaid interest hereon (Guaranteed Interest and other interest payable on this Note), in addition to the payment of all other amounts, costs, expenses, and liquidated damages due in respect of this Note.

“Market Price” shall mean the lowest trading price for the twenty (20) Trading Days preceding a Conversion Date.

“Maturity Date” shall have the meaning ascribed thereto in the preamble of this Note.

“Monthly Payment” shall have the meaning ascribed thereto in the preamble of this Note.

“Monthly Payment Date” shall have the meaning ascribed thereto in the preamble of this Note.

“Note Register” shall have the meaning set forth in Section 2(a).

“Notice of Conversion” shall have the meaning set forth in Section 5(a).

“Original Issue Date” means the date of the first issuance of this Note, regardless of any transfers of this Note and regardless of the number of instruments that may be issued to evidence this Note.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof), or other entity of any kind.

“Principal Amount” shall have the meaning ascribed thereto in the preamble of this Note.

“Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to this Note, including any Conversion Shares issuable upon conversion in full of this Note (including Conversion Shares issuable as payment of Guaranteed Interest or other interest payable on this Note), ignoring any conversion limits set forth therein, and assuming that the Calculated Conversion Price is at all times on and after the date of determination 100% of the Calculated Conversion Price calculated utilizing the Trading Day immediately prior to the date of determination.

“SEC” shall have the meaning set forth in Section 3(c).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share Delivery Date” shall have the meaning set forth in Section 5(c)(ii).

“Successor Entity” shall have the meaning set forth in Section 6(f).

“Trading Market” shall mean any of the following: New York Stock Exchange, NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market, the OTCQX*^®^* Best Market, the OTCQB*^®^* Venture Market, or the OTCID™ Basic Market.

“Transfer Agent” means Pacific Stock Transfer Company or any successor registered entity that performs substantially all of the functions of Pacific Stock Transfer Company.

“Variable Rate Transaction” means, either or both of (a) an “Equity Line of Credit” or similar agreement or (b) a Variable Priced Equity Linked Instrument. For purposes hereof, (i) “Equity Line of Credit” means any transaction involving a written agreement between the Company and an investor or underwriter, whereby the Company has the right to “put” its securities to the investor or underwriter over an agreed period of time and at future determined price or price formula (other than customary “preemptive” or “participation” rights or “weighted average” or “full-ratchet” anti-dilution provisions or in connection with fixed-price rights offerings and similar transactions that are not Variable Priced Equity Linked Instruments) and (ii) “Variable Priced Equity Linked Instruments” means: (A) any debt or equity securities that are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock either (1) at any conversion, exercise, or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security or (2) with a conversion, exercise, or exchange price that is subject to being reset on more than one occasion at some future date at any time after the initial issuance of such debt or equity security due to a change in the market price of the Company’s Common Stock since the date of initial issuance (other than customary “preemptive” or “participation” rights or “weighted average” or “full-ratchet” anti-dilution provisions or in connection with fixed-price rights offerings and similar transactions) and (B) any amortizing convertible security that amortizes prior to its maturity date, in which the Company is required or has the option to (or any investor in such transaction has the option to require the Company to) make such amortization payments in shares of Common Stock that are valued at a price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security (whether or not such payments in shares of Common Stock are subject to certain equity conditions).

Section 2. Interest.

a) Default Rate Interest Calculations. Default Rate interest shall be calculated on the basis of a 360-day year, consisting of twelve (12) thirty (30)-calendar day periods, and shall accrue daily commencing on the Original Issue Date (without any offset for any pro rata amount of Guaranteed Interest for the relevant period) until payment in full of the outstanding Principal Amount, together with all accrued and unpaid Guaranteed Interest, Default Rate interest, liquidated damages, and other amounts that may become due hereunder, has been made. Default Rate interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).

b) Late Fees. Any Monthly Payment not made on or before its respective Monthly Payment Date shall entail a late fee at the Default Rate (the “Late Fee”), which shall accrue daily from the date such interest is due hereunder through and including the date of actual payment in full.

c) Prepayment. Any or all of the Principal Amount and Guaranteed Interest may be pre-paid at any time and from time to time, in each case without penalty or premium. Notwithstanding the above, in any such prepayment, payments will be applied first to any unpaid collection costs; then to any unpaid fees; then to any unpaid Default Rate interest; and any remaining amount shall be applied first to any unpaid Guaranteed Interest and then to any unpaid Principal Amount.

Section 3. Reserved.

Section 4. Registration of Transfers and Exchanges.

a) Note Transfers. This Note may be transferred or exchanged only in compliance with applicable federal and state securities laws and regulations.

b) Reliance on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the Person in whose name this Note is duly registered on this Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 5. Conversion Solely Following an Event of Default. AS PROVIDED IN THIS NOTE, THE PRINCIPAL AMOUNT AND THE GUARANTEED INTEREST UNDER THIS NOTEARE ONLY CONVERTIBLE FOLLOWING AN EVENT OF DEFAULT, ALL AS SET FORTH IN MORE DETAIL HEREINBELOW.

a) Event of Default Conversion. At any time following an Event of Default under Section 7(a)(i), this Note shall become convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time thereafter (subject to the conversion limitations set forth in Section 5(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount and/or the Guaranteed Interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount and Guaranteed Interest amount of this Note, plus all accrued and unpaid Default Rate interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule showing the Principal Amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee byacceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portionof this Note, the unpaid and unconverted Principal Amount of this Note may be less than the amount stated on the face hereof.

b) Calculated Conversion Price; Alternative Conversion Price. Subject to the Alternative Conversion Price modality, below, the conversion price of this Note is one hundred two percent (102%) per share of the lowest per-share trading price during the twenty (20)-Trading Day-period before the conversion (each, a “Calculated Conversion Price”). In the event that, within ninety (90) calendar days either the conversion price of which is based upon a Calculated Conversion Price, the Company consummates (in whole or in part) any financing (whether such financing is equity, equity-equivalent, or debt or any combination thereof and whether any portion of such financing is a derivative security) or for any other reason issues any shares of its Common Stock or any Common Stock Equivalents at a price less than the such most recent Calculated Conversion Price (the “Alternative Conversion Price”), regardless of when that note or instrument was originated, then, in respect of such conversion and at the option of the Holder, (i) if the conversion shall not then have yet occurred, then the Alternative Conversion Price shall be substituted for the Calculated Conversion Price and (ii) if the conversion shall already have occurred, then, within two Trading Days following the written request from the Holder therefor, the Company shall issue to the Holder that number of shares of Common Stock equivalent to the difference between the number of shares of Common Stock that had been issued using the Calculated Conversion Price and the number of shares of Common Stock that would have been issued using the Alternative Conversion Price.

The Holder shall be entitled to deduct Two Thousand and 00/100ths Dollars ($2,000.00) from the conversion amount in each Notice of Conversion to cover the Holder’s brokerage account deposit fees associated with each Notice of Conversion. Any additional expenses incurred by the Holder with respect to the Company’s transfer agent for the issuance of the Common Stock into which this Note is convertible shall immediately and automatically be added to the balance of the Note at such time as the expenses are incurred by the Holder.

c) Mechanics of Conversion.

i. Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the sum of the Principal Amount of this Note and all then unpaid interest of any nature to be concurrently converted by (y) the Calculated Conversion Price or the Alternative Conversion Price, as relevant.

ii. Delivery of Certificate Upon Conversion. Not later than one (1) Trading Day after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing the Conversion Shares, which, on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information and the Company has received an opinion of counsel to such effect reasonably acceptable to the Company (which opinion the Company will be responsible for obtaining at the cost of the Holder), shall be free of restrictive legends and trading restrictions, representing the number of Conversion Shares being acquired upon the conversion of this Note. All certificate or certificates required to be delivered by the Company under this Section 5(c) shall be delivered electronically through the DTC or another established clearing corporation performing similar functions. If the Conversion Date is prior to the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information the Conversion Shares shall bear a restrictive legend in the following form, as appropriate:

“NEITHER THE ISSUANCE AND SALEOF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE BEEN REGISTERED UNDERTHE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERREDOR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATIONIS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

Notwithstanding the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information requirements, the Company, upon request and at the expense of the Company, shall obtain a legal opinion to allow for such sales under Rule 144.

iii. Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

iv. Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal or interest amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought. If the injunction is not granted, the Company shall promptly comply with all conversion obligations herein. If the injunction is obtained, the Company must post a surety bond for the benefit of the Holder in the amount of 150% of the outstanding Principal Amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of seeking such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 5(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, $1,000 per Trading Day for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 7 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

v. Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 5(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 5(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.

vi. Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 400% (4X) of the Required Minimum (the “Reserve Amount”) for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of this Note). The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The Holder may request to increase the reserve shares without any further instruction from the Company, and the Transfer Agent will be obligated to increase the reserve shares without any further instruction from the Company. Additionally, the Company will authorize and instruct the Transfer Agent to comply with any requests for information by the Noteholder. This will include but is not limited to the number of shares outstanding, and any conversions or share issuances done in the thirty (30)-day window both before and after any conversion by the Holder.

vii. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share of Common Stock that the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Calculated Conversion Price or the Alternative Conversion Price, as relevant, or round up to the next whole share.

viii. Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

d) Holder’s Conversion Limitations. The Company shall not effect any conversion of principal and/or interest of this Note, and a Holder shall not have the right to convert any principal and/or interest of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Principal Amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 5(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 5(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which Principal Amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which Principal Amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 5(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 5(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 5(d) shall continue to apply. Any such increase or decrease will not be effective until the sixty-first (61^st^) calendar day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(d) to correct this paragraph (or any portion hereof) that may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.

Section 6. Certain Adjustments.

a) Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, this Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Calculated Conversion Price or the Alternative Conversion Price, as relevant, shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, or re-classification.

b) Dilution. The Company specifically acknowledges that its obligation to issue shares of Common Stock is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other stockholders of the Company.

c) [Reserved.]

d) Pro Rata Distributions. During such time as this Note is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Note, then, in each such case and following an Event of Default, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

e) Fundamental Transaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance, or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender, or exchange their shares for other securities, cash or property and has been accepted by the holders of fifty percent (50%) or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than fifty percent (50%) of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each, a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, the Holder shall have the right to receive following an Event of Default, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 5(d) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 5(d) on the conversion of this Note). For purposes of any such conversion, the determination of the Calculated Conversion Price or the Alternative Conversion Price, as relevant, shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Calculated Conversion Price or the Alternative Conversion Price, as relevant, among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash, or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Note and any document ancillary hereto, in accordance with the provisions of this Section 6(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note that is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion price that applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and that is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that, from and after the date of such Fundamental Transaction, the provisions of this Note referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note with the same effect as if such Successor Entity had been named as the Company herein.

f) Calculations. All calculations under this Section 6 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 6, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

g) Notice to the Holder.

i. Adjustment to Calculated Conversion Price. Whenever the Calculated Conversion Price is adjusted pursuant to any provision of this Section 6, the Company shall promptly deliver to the Holder a notice setting forth the Calculated Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Conversion by the Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon this Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights, or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K or, if the Company is not then subject to the periodic reporting requirements set forth under the Exchange Act, shall file such items as are then required by the OTC Markets Group Inc. under its Alternative Reporting Standards. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 7. Events of Default.

a) “Event of Default” means, wherever used herein, the occurrence and uncured continuance of any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule, or regulation of any administrative or governmental body):

i. any default in the payment of any Principal Amount, Guaranteed Interest, or any other interest due hereunder, when due, which failure is not cured within five (5) business days after such failure;

ii. the Company shall fail to observe or perform any other covenant, provision, or agreement contained in this Note (and other than a breach by the Company of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (x) below) and is not cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days after notice of such failure sent by the Holder or by any other Holder to the Company and (B) five (5) Trading Days after the Company has become or should have become aware of such failure;

iii. except as to any condition present as of the Original Issue Date, a default or event of default of any other material agreement, lease, document, or instrument to which the Company is obligated (and not covered by clause (vi) below);

iv. any representation or warranty made in this Note, any written statement pursuant hereto or any other report or financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made;

v. the Company (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event;

vi. the Company shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement, or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $100,000 whether such indebtedness now exists or shall hereafter be created and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

vii. the Common Stock shall no longer be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listing or quotation for trading thereon within three (3) Trading Days of the transfer of shares of Common Stock through the DWAC System is no longer available or “chilled”;

viii. the Company shall be a party to any Change of Control Transaction or Fundamental Transaction (A) without first giving the Holder ten (10) days’ prior written notice of the closing of such Change of Control Transaction or Fundamental Transaction and (B) prior to or simultaneous with the closing of such Change of Control Transaction or Fundamental Transaction, the Holder is not repaid in accordance with Section 2(d) herein;

ix. from and after the six-month anniversary of the Original Issuance Date, the Company does not meet the current public information requirements under Rule 144;

x. the Company shall fail for any reason to deliver certificates to a Holder prior to the third (3^rd^) Trading Day after a Conversion Date pursuant to Section 5(c) or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor requests for conversions of this Note in accordance with the terms hereof;

xi. from and after the six-month anniversary of the Original Issuance Date, the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable);

xii. the Company shall: (i) apply for or consent to the appointment of a receiver, trustee, custodian, or liquidator of it or any of its properties; (ii) admit in writing its inability to pay its debts as they mature; (iii) make a general assignment for the benefit of creditors; (iv) be adjudicated a bankrupt or insolvent or be the subject of an order for relief under Title 11 of the United States Code or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute of any other jurisdiction or foreign country; or (v) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or (vi) take or permit to be taken any action in furtherance of or for the purpose of effecting any of the foregoing;

xiii. if any order, judgment, or decree shall be entered, without the application, approval, or consent of the Company , by any court of competent jurisdiction, approving a petition seeking liquidation or reorganization of the Company, or appointing a receiver, trustee, custodian, or liquidator of the Company , or of all or any substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) calendar days;

xiv. the occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the Company having an aggregate fair value or repair cost (as the case may be) in excess of $100,000 individually or in the aggregate, and any such levy, seizure or attachment shall not be set aside, bonded, or discharged within thirty (30) days after the date thereof;

xv. the Company shall fail to maintain the Reserve Amount, and such failure is not cured within five business days;

xvi. any monetary judgment, writ or similar final process shall be entered or filed against the Company, or any of their respective property or other assets for more than $100,000, and such judgment, writ or similar final process shall remain unvacated, unbonded, or unstayed for a period of forty-five (45) calendar days;

xvii. the Company shall fail to include in any registration statement that it files with the SEC for the registration of any of the Company’s securities (other than on a Form S-4, Form S-8, or any successor form thereto) while the Holder owns, beneficially or of record, any Conversion Shares or shares of Commitment Stock (whether issued in connection herewith or in connection with any other agreement between the Company and the Holder) or the Company’s obligations under this Note have not been satisfied in full.

b) Remedies upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 5(d), if any Event of Default occurs, then the outstanding Principal Amount of this Note, the outstanding Guaranteed Interest amount of this Note, plus accrued but unpaid Default Rate interest, liquidated damages, and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable at the Holder’s option, in cash or in shares of Common Stock, at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, in addition to the Guaranteed Interest rate on this Note, shall accrue at the lesser of the Default Rate or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest, or other notice of any kind (other than the Holder’s election to declare such acceleration), and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of this Note until such time, if any, as the Holder receives full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Section 8. Miscellaneous.

a) Issuance of Shares of Common Stock. As an additional inducement to the Holder purchasing this Note, and in connection with the Company selling and issuing this Note, the Company shall, as of the Original Issue Date and for no additional consideration, issue to the Holder an aggregate of five million (5,000,000) shares of Common Stock, which shares (the “Commitment Stock”), upon their issuance shall be duly authorized, fully paid, and non-assessable.^[1]^ Instead of a delivery of the certificate required to be delivered under this Section 8(a), the Company shall cause its Transfer Agent to record such shares in electronic book entry format on its books and records and provide a statement to the Holder documenting such notation. Notwithstanding the above, if a certificate is delivered in respect thereof, until the shares of Common Stock represented thereby are eligible to be sold under Rule 144 without the need for current public information such certificate shall bear a restrictive legend in the following form:

THE SECURITIES REPRESENTEDBY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIESHAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED,OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ORAPPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAIDACT OR APPLICABLE STATE SECURITIES LAWS.

b) Piggyback Registration of Shares of Commitment Stock. If at any time the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of shares of Commitment Stock, the Company shall give prompt written notice (in any event no later than five (5) days prior to the filing of such Registration Statement) to the Holder of its intention to effect such a registration and shall include in such registration all shares of Commitment Stock; provided, however, that, the Company shall not be required to register any shares of Commitment Stock pursuant to this Section 8(b) that have been sold or may permanently be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Holder.

c) Irrevocable Transfer Agent Letter. Within ten (10) days of the Original Issue Date, the Company shall execute and deliver to the Company’s Transfer Agent and shall have the Company’s Transfer Agent counter-execute and deliver a standard transfer agent letter, reserving an amount of shares of Common Stock not less than four (4) times (4X) the number of Conversion Shares required for full conversion hereunder (which number shall be calculated as if there were a default by the Company hereunder), which letter shall also provide that the Holder may, from time to time, without any further instruction from the Company, cause such number to be increased, as calculated and, therefore, required. Further, the Company shall instruct its Transfer Agent to advise the Holder of any and all conversions or exercises of debt or equity securities within thirty (30) Trading Days of any “default conversion” by the Holder, and to advise the Holder of any information that he feels relevant to this transaction such as the current issued and outstanding number of shares etc.

d) Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by e-mail or facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company at 12818 SW 8^th^ Street, Unit #2008, Miami, Florida 33184 or such other e-mail address, facsimile number, or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 8(c). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail or facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address, facsimile number, or address of the Holder appearing on the books of the Company, or if no such e-mail address, facsimile number, or address appears on the books of the Company, at the principal place of business of such Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature page attached hereto prior to 12:00 noon (New York City time) on any date or is delivered by e-mail to the Holder’s e-mail address, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 12:00 noon (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

e) Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company.

f) Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen, or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the Principal Amount of this Note so mutilated, lost, stolen, or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.

g) No Registration. As of the Original Issue Date, neither this Note nor the Conversion Shares were registered pursuant to the Securities Act or the securities laws of any state and thus shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act. Neither this Note nor the Conversion Shares may be offered, sold, assigned, pledged, transferred, or otherwise disposed of in the absence of an effective registration statement under the Securities Act and applicable state securities laws or pursuant to an available exemption from registration under the Securities Act or such laws.

h) Governing Law; Mandatory Jurisdiction; Jury Trial Waiver. All questions concerning the construction, validity, enforcement, and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement, and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, directors, officers, stockholders, employees, or agents) shall be commenced in the state and federal courts sitting in the City of Wilmington (the “Delaware Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Delaware Courts, or such Delaware Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it hereunder and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation, and prosecution of such action or proceeding.

i) Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver by the Company or the Holder must be in writing.

j) Severability. If any provision of this Note is invalid, illegal, or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.

k) Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under this Note and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total liability of the Company under this Note for payments that, under the applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums that, under the applicable law in the nature of interest that the Company may be obligated to pay under this Note, exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by applicable law and applicable to this Note is increased or decreased by statute or any official governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Note from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Holder’s election.

l) Remedies, Characterizations, Other Obligations, Breaches, and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion, and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.

m) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

n) Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

o) Use of Proceeds. The principal amount of this Note shall be used by the Company only for capital expenditures, professional and administrative fees and expenses, and general corporate purposes. Notwithstanding and in furtherance of the above, none of the principal amount of this Note shall be used for any financing or related activities.

(Signature Page follows)

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

C2 BLOCKCHAIN, INC.
By: _______________<br><br> <br>__________________________________________________________________________________________________________________________________________

ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the Promissory Note, with an issue date of July [*], 2025, of C2 Blockchain, Inc. (the “Company”) into shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Companies in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Notice of Conversion the undersigned represents and warrants to the Companies that its ownership of the Common Stock does not exceed the amounts specified under Section 5 of this Note, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934.

The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.

Conversion calculations:

Date to Effect Conversion:

Principal Amount of Note to be Converted:

Payment of Interest in Common Stock __ yes __ no

If yes, $_____ of Interest Accrued on Account of Conversion at Issue.

Number of shares of Common Stock to be issued:

Signature: __________________

Name: ____________________

Delivery Instructions:

Schedule 1

CONVERSION SCHEDULE

This Promissory Note, with an issue date of July 22, 2025, in the original principal amount, inclusive of guaranteed interest thereon, of $220,000 is issued by C2 Blockchain, Inc. (the “Company”). This Conversion Schedule with respect to the Common Stock of the Company reflects conversions made under Section 5 of the above-referenced Note.

Dated:

Date<br> of Conversion (or for first entry, Original Issue Date)	Amount<br> of Conversion	Aggregate Principal Amount and Guaranteed Interest Remaining<br> Subsequent to Conversion<br><br> <br>(or original Principal Amount)	Company’s<br> Attest
^[1]^	If<br> the Company repays all of its obligations in full and in accordance with the terms hereof<br> and was never in default during the term hereof (independently of a cure period), then the<br> Holder shall, within ten (10) calendar days thereafter, return to the Company’s treasury<br> for cancellation the five million (5,000,000) shares of Commitment Stock.
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COMMON STOCK PURCHASE AGREEMENT

This Common Stock Purchase Agreement (this “Agreement”) is entered into as of July 22, 2025, by and between C2 BLOCKCHAIN, INC., a Nevada corporation (the “Company”), and COVENTRY ENTERPRISES, LLC, a Delaware limited liability company (the “Investor”). The Company and Investor may be referred to herein as each a “Party” and collectively, the “Parties”.

WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time to time, as provided herein, and the Company shall issue and sell Ten Million Dollars ($10,000,000) of the Company’s Common Stock (as defined below);

NOW, THEREFORE, the Parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section 1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Agreement” shall have the meaning specified in the preamble hereof.

“Average Daily Trading Value” shall mean a per share price that shall be equal to the lowest trading price of the Company’s Common Stock on the Principal Exchange during the during the ten (10) Business Days immediately preceding the respective Drawdown Notice Delivery Date multiplied by the Average Daily Trading Volume (as defined herein).

“Average Daily Trading Volume” shall mean the average trading volume of the Company’s Common Stock for the ten (10) Business Days immediately preceding the respective Drawdown Notice Date.

“Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

“Business Day” shall mean a day on which the Principal Market shall be open for business.

“Claim Notice” shall have the meaning specified in Section 8.3(a).

“Closing” shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.2.

“Closing Date” shall mean the date on which the Drawdown Notice Shares are delivered.

“Commitment Amount” shall mean Ten Million Dollars ($10,000,000).

“Commitment Shares” shall have the meaning specified in Section 10.3.

“Commitment Period” shall mean the thirty-six (36) months immediately following the initial date of effectiveness of the S-1 Registration Statement.

“Common Stock” shall mean the Company’s common stock, $0.0001 par value per share, and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation of the Company).

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company” shall have the meaning specified in the preamble to this Agreement.

“Custodian” means any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

“Damages” shall mean any loss, claim, damage, liability, cost, and expense (including, without limitation, reasonable attorneys’ fees and disbursements and costs and expenses of expert witnesses and investigation).

“Dispute Period” shall have the meaning specified in Section 9.3(a).

Drawdown Notice” shall mean a written notice from Company, substantially in the form of Exhibit A hereto, to Investor setting forth the Drawdown Notice Shares which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.

“Drawdown Notice Date” shall have the meaning specified in Section 2.2.

“Drawdown Notice Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per applicable Drawdown Notice in accordance with the terms and conditions of this Agreement.

“Drawdown Notice Dilution Shares” shall mean that number of additional shares to be delivered to the Investor as a result of a Dilutive Issuance as more fully set forth in Section 2.3.

“DTC” shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.

"DTC Chill” shall mean a limitation of certain services available for a security on deposit at the DTC, such as the ability to make a deposit of withdrawal of a security at DTC.

“DTC/FAST Program” shall mean the DTC’s Fast Automated Securities Transfer Program.

“DWAC” shall mean Deposit and Withdrawal at Custodian service, as defined by the DTC.

“DWAC Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements, including, without limitation, transfer through DTC’s DWAC service, (b) the Company has been approved (without revocation) by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Drawdown Notice Shares are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Drawdown Notice Shares, as applicable, via DWAC.

“DWAC Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Cap” shall have the meaning set forth in Section 7.1(e).

“Execution Date” shall mean the date of this Agreement.

“FINRA” shall mean the Financial Industry Regulatory Authority, Inc.

“Indemnified Party” shall have the meaning specified in Section 9.2.

“Indemnifying Party” shall have the meaning specified in Section 9.2.

“Indemnity Notice” shall have the meaning specified in Section 9.3(e).

“Investment Amount” shall mean the Drawdown Notice Shares referenced in the Drawdown Notice multiplied by the Purchase Price (as defined herein).

“Investor” shall have the meaning specified in the preamble to this Agreement.

“Lien” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right, or other restriction.

“Material Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and the Subsidiaries that is material and adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to enter into and perform its obligations under any Transaction Document.

“Person” shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Pricing Period” shall mean the period of twenty (20) Business Days immediately preceding the Drawdown Notice Date.

“Principal Market” shall mean any of the national exchanges (i.e., New York Stock Exchange, NYSE American, Nasdaq), or principal quotation systems (i.e., OTCQX^®^ Best Market, OTCQB^®^ Venture Market, OTCID™ Basic Market), or other principal exchange or recognized quotation system which is at the time the principal trading platform or market for the Common Stock.

“Purchase Price” shall mean the lesser of (i) eighty percent (80%) of the lowest trading price of the Common Stock during the Pricing Period or (ii) the price at which the Company issuance any shares of its Common Stock or any Common Stock Equivalents at a price less than as calculated in clause (i), above, during the thirty (30) Business Day-period preceding the delivery of the Drawdown Notice.

“Registration Statement” shall have the meaning specified in Section 6.2.

“Regulation D” shall mean Regulation D promulgated under the Securities Act.

“Rule 144” shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.

“SEC” shall mean the United States Securities and Exchange Commission.

“SEC Documents” shall have the meaning specified in Section 4.4.

“Securities” means, collectively, the Drawdown Notice Shares.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Subsidiary” means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act.

“Third-Party Claim” shall have the meaning specified in Section 9.3(a).

“Transaction Documents” shall mean this Agreement and all schedules and exhibits hereto and thereto, including, but not limited to, the Registration Rights Agreement by and between the Parties of even date herewith, attached hereto as Exhibit B

“Transfer Agent” shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.

ARTICLE II

PURCHASE AND SALE OF COMMON STOCK

Section 2.1 DRAWDOWN NOTICES. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Drawdown Notice (the date thereof, the “Drawdown Notice Date”) from time to time, to purchase Drawdown Notice Shares, provided that the amount of Drawdown Notice Shares shall not exceed the lesser of (i) $250,000 or (ii) 200% of the Average Daily Traded Value of the Stock during the ten (10) Business Days immediately preceding the Drawdown Notice Date, or (iii) the Beneficial Ownership Limitation set forth in Section 7.2(g). Notwithstanding the foregoing, the Company may not deliver a subsequent Drawdown Notice until (i) the expiration of the fourteen (14) Business Day-period from the delivery date of the immediately previous Drawdown Notice and (ii) the Closing of an active Drawdown Notice, except if waived by the Investor in writing.

Section 2.2 MECHANICS.

(a)	DRAWDOWN NOTICE. At any time and from time to<br>time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Drawdown Notice to Investor, subject<br>to satisfaction of the conditions set forth in Section 7.2 and otherwise provided herein. The Company shall deliver the Drawdown Notice<br>Shares as DWAC Shares to the Investor alongside delivery of the Drawdown Notice.
(b)	DATE OF DELIVERY OF DRAWDOWN NOTICE. A Drawdown<br>Notice shall be deemed delivered on (i) the Business Day it is received by email by the Investor if such notice is received on or prior<br>to 8:00 a.m. New York time or (ii) the immediately succeeding Business Day if it is received by email after 8:00 a.m. New York time on<br>a Business Day or at any time on a day which is not a Business Day.
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(c)	CLOSING. The Closing of a Drawdown Notice shall<br>occur upon delivery of the Drawdown Notice Shares from the Company to the Investor, whereby the Investor, shall deliver the Investment<br>Amount by wire transfer of immediately available funds to an account designated by the Company.
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Section 2.3 DILUTIVE ISSUANCE. If the Company, at any time during the Pricing Period or fourteen (14) Business Days following the delivery of a Drawdown Notice, issues, sells or grants any Common Stock or Common Stock Equivalents at an effective price per share that is lower than the Purchase Price (such lower price, the “Base Drawdown Price” and such issuances, collectively, a “Dilutive Issuance”), then the Purchase Price shall be reduced, at the option of the Investor, to a price equal to the Base Drawdown Price. Such adjustment to the Purchase Price shall be effected through the issuance by the Company to the Investor of that number of additional shares (the “Drawdown Notice Dilution Shares”) equal to the difference between the number of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made at the adjusted Base Drawdown Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company or (ii) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing, no adjustment will be made under this Section 2.3 in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose and in effect as of the date of this Agreement; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF INVESTOR

The Investor represents and warrants to the Company that:

Section 3.1 INTENT. The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable state securities laws; provided, however, that the Investor reserves the right to dispose of the Securities at any time in accordance with federal and state securities laws applicable to such disposition.

Section 3.2 NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

Section 3.3 ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.

Section 3.4 AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action and no further consent or authorization of the Investor is required. The Transaction Documents to which it is a party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Section 3.5 NOT AN AFFILIATE. The Investor is not an officer, director nor “affiliate” (as that term is defined in Rule 405 of the Securities Act) of the Company.

Section 3.6 ORGANIZATION AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, power of a limited partnership, limited liability company or similar power in such jurisdiction and duly authorized to enter into and to consummate the transactions contemplated by the Transaction Documents.

Section 3.7 ABSENCE OF CONFLICTS. The execution and delivery of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict with or constitute a material default thereunder, (c) result in the creation or imposition of any Lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require the approval of any third party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject.

Section 3.8 DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has had access to all publicly available information with respect to the Company.

Section 3.9 MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general solicitation or advertising.

Section 3.10 BROKERS, FINDERS, AND FINANCIAL ADVISORS. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF COMPANY

The Company represents and warrants to the Investor that, except as disclosed in the SEC Documents or except as set forth in the disclosure schedules hereto:

Section 4.1 ORGANIZATION OF THE COMPANY. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

Section 4.2 AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents. The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is required. The Transaction Documents have been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Section 4.3 CAPITALIZATION. The authorized capital stock of the Company consists of five hundred million shares of Common Stock, par value $0.001 per share, and 20 million shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of which [268,236,005] shares of Common Stock and 0 shares of Preferred Stock are issued and outstanding. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as disclosed in Disclosure Schedule 4(e) and as set forth in the Regulatory Disclosure Documents: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or any of its subsidiaries or by which the Company or any of its subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company or any of its subsidiaries; (v) there are no outstanding securities or instruments of the Company or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to redeem a security of the Company or any of its subsidiaries; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (vii) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (viii) the Company and its subsidiaries have no liabilities or obligations required to be disclosed in the Regulatory Disclosure Documents but not so disclosed therein, other than those incurred in the ordinary course of the Company’s or its subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished to the Investor true, correct, and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Section 4.4 SEC DOCUMENTS; DISCLOSURE. Except as set forth on Schedule 4.4, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.

Section 4.5 VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Section 4.6 NO CONFLICTS. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Drawdown Notice Shares, does not and will not: (a) result in a violation of the Company’s or any Subsidiary’s certificate or articles of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar agreement to which the Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance, or regulation of any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents (other than any SEC, FINRA, or state securities filings that may be required to be made by the Company in connection with or subsequent to any Closing or any registration statement that may be filed pursuant hereto); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of Investor herein.

Section 4.7 NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company that has not been disclosed in the SEC filings.

Section 4.8 LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents or as set forth on Schedule 4.8, there are no actions, suits, investigations, inquiries, or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties, nor has the Company received any written or oral notice of any such action, suit, proceeding, inquiry, or investigation, which would have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary or any current or former director or officer of the Company or any Subsidiary.

Section 4.9 REGISTRATION RIGHTS. Except as set forth on Schedule 4.9, in the Registration Rights Agreement by and between the Parties of even date herewith, attached hereto as Exhibit B, no Person (other than the Investor) has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

ARTICLE V

COVENANTS OF INVESTOR

Section 5.1 SHORT SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor, trading for or on behalf of the Investor as a “related party” as defined by Item 404 of Regulation SK, will execute any Short Sales (as defined by the US Securities and Exchange Commission) during the period from the date hereof to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of the Drawdown Notice of such number of shares of Common Stock reasonably expected to be purchased under the Drawdown Notice shall not be deemed a Short Sale. The Investor shall, until such time as the transactions contemplated by the Transaction Documents are publicly disclosed by the Company in accordance with the terms of the Transaction Documents, maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents.

Section 5.2 COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of Common Stock will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations of FINRA and the Principal Market.

ARTICLE VI

COVENANTS OF THE COMPANY

Section 6.1 LISTING OF COMMON STOCK. The Company shall promptly secure the listing of all of the Drawdown Notice Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance) and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing of all such Drawdown Notice Shares from time to time issuable hereunder. The Company shall use its commercially reasonable efforts to continue the listing and trading of the Common Stock on the Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of FINRA and the Principal Market.

Section 6.2 FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor shall use its commercially reasonable efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the Company. The Company shall also file with the SEC, within forty-five (45) Business Days from the date hereof, a new registration statement (the “Registration Statement”) covering only the resale of the Drawdown Notice Shares and any other shares as directed by Investor.

Section 6.3 USE Of PROCEEDS. Subject to the provisions of the Registration Statement, the proceeds from received by the Company from the sale and issuance to the Investor of the Drawdown Notice Shares shall be used only to finance the Company’s product prototypes, product production, working capital requirements and general corporate purposes.

ARTICLE VII

CONDITIONS TO DELIVERY OF

DRAWDOWN NOTICE AND CONDITIONS TO CLOSING

Section 7.1 CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL DRAWDOWN NOTICE SHARES. The right of the Company to issue and sell the Drawdown Notice Shares to the Investor is subject to the satisfaction of each of the conditions set forth below:

(a)	ACCURACY OF COMPANY’S REPRESENTATIONS AND WARRANTIES.<br>The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement<br>and as of the date of each Closing as though made at each such time.
(b)	ADVERSE CHANGES. Since the date of filing of<br>the Company’s most recent SEC Document, no event that had or is reasonably likely to have a Material Adverse Effect has occurred.
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(c)	NO KNOWLEDGE. The Company shall have no knowledge<br>of an event it reasonably deems more likely than not to have the effect of causing the Registration Statement to be suspended or otherwise<br>ineffective (which event is more likely than not to occur within the fifteen (15) Business Days following the Business Day on which such<br>Drawdown Notice is deemed delivered).
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(d)	PERFORMANCE BY COMPANY. Company shall have performed,<br>satisfied, and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied<br>or complied with by the Company at or prior to such Closing.
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(e)	PRINCIPAL MARKET REGULATION. The Company shall<br>not issue any Drawdown Notice Shares, and the Investor shall not have the right to receive any Drawdown Notice Shares, if the issuance<br>of such Drawdown Notice Shares would exceed the aggregate number of shares of Common Stock which the Company may issue without breaching<br>the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”).
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(f)	NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT.<br>The issuance of the Drawdown Notice Shares shall not violate the shareholder approval requirements of the Principal Market.
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Section 7.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO DRAWDOWN NOTICE SHARES. The obligation of the Investor hereunder to purchase Drawdown Notice Shares is subject to the satisfaction of each of the following conditions:

(a)	EFFECTIVE REGISTRATION STATEMENT. The Registration<br>Statement, and any amendment or supplement thereto, shall remain effective for the resale by the Investor of the Drawdown Notice Shares<br>and (i) neither the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with<br>respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement,<br>either temporarily or permanently, or intends or has threatened to do so and (ii) no other suspension of the use of, or withdrawal of<br>the effectiveness of, such Registration Statement or related prospectus shall exist.
(b)	ACCURACY OF THE COMPANY’S REPRESENTATIONS AND<br>WARRANTIES. The representations and warranties of the Company’s shall be true and correct in all material respects as of the<br>date of this Agreement and as of the date of each Closing (except for representations and warranties specifically made as of a particular<br>date).
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(c)	PERFORMANCE BY THE COMPANY. The Company shall<br>have performed, satisfied, and complied in all material respects with all covenants, agreements and conditions required by this Agreement<br>to be performed, satisfied or complied with by the Company.
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(d)	NO INJUNCTION. No statute, rule, regulation,<br>executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority<br>of competent jurisdiction that prohibits or directly and materially adversely affects any of the transactions contemplated by the Transaction<br>Documents, and no proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting any of<br>the transactions contemplated by the Transaction Documents.
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(e)	SEC DOCUMENTS. All reports, schedules, registrations,<br>forms, statements, information, and other documents required to have been filed by the Company with the SEC pursuant to the reporting<br>requirements of the Exchange Act shall have been filed with the SEC within the applicable time periods prescribed for such filings under<br>the Exchange Act.
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(f)	NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON<br>STOCK. The trading of the Common Stock shall not have been suspended by the SEC, the Principal Market or FINRA, or otherwise halted<br>for any reason, and the Common Stock shall have been approved for listing or quotation on and shall not have been delisted from the Principal<br>Market. In the event of a suspension, delisting, or halting for any reason, of the trading of the Common Stock, as contemplated by this<br>Section 7.2(f), the Investor shall have the right to return to the Company any amount of Drawdown Notice Shares associated with such Drawdown<br>Notice, and the Investment Amount with respect to such Drawdown Notice shall be reduced accordingly.
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(g)	BENEFICIAL OWNERSHIP LIMITATION. The number of<br>Drawdown Notice Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all<br>other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the<br>Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 of the Exchange<br>Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in the event that the amount of Common Stock outstanding<br>is greater on a Closing Date than on the date upon which the Drawdown Notice associated with such Closing Date is given, the amount of<br>Common Stock outstanding on such issuance of a Drawdown Notice shall govern for purposes of determining whether the Investor, when aggregating<br>all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such<br>Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding<br>immediately prior to the issuance of shares of Common Stock issuable pursuant to a Drawdown Notice. The Investor, upon not less than 61<br>days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 7.2(g),<br>provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately<br>after giving effect to the issuance of the Drawdown Notice Shares. Any such increase or decrease will not be effective until the 61^st^<br>day after such notice is delivered to the Company.
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(h)	PRINCIPAL MARKET REGULATION. The issuance of<br>the Drawdown Notice Shares shall not exceed the Exchange Cap.
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(i)	DEPOSITING SHARES. In the event that the investor<br>cannot deposit the shares for any reason, for example the Stock is not “DWAC Eligible”, the price is too low or it<br>is subject to a “DTC chill,” the Drawdown will be delayed until the shares can be deposited.
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ARTICLE VIII

LEGENDS

Section 8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Drawdown Notice Shares.

Section 8.2 INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder to comply with all applicable securities laws upon the sale of the Common Stock.

ARTICLE IX

NOTICES; INDEMNIFICATION

Section 9.1 NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by hand delivery, telegram, or email as a PDF, addressed as set forth below or to such other address as the Party shall have specified most recently by written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by email at the address designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (ii) on the second business day following the date of mailing by express courier service or on the fifth business day after deposited in the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

The addresses for such communications shall be:

If to the Company:

C2 Blockchain Inc.

_______________________

Attention: _______________

Telephone: ______________

E-mail: info______________

With a mandatory copy (which shall not constitute notice) to:

Redacted

Either party hereto may from time to time change its address or email for notices under this Section 9.1 by giving at least ten (10) calendar days’ prior written notice of such changed address to the other party hereto.

Section 9.2 INDEMNIFICATION. Each Party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other Party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”) from and against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party’s failure to perform any covenant or agreement contained in this Agreement or the Indemnified Party’s negligence, recklessness or bad faith in performing its obligations under this Agreement; provided, however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).

Section 9.3 METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2 shall be asserted and resolved as follows:

(a)

In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third-Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third-Party Claim and for the Indemnified Party’s claim for indemnification that is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third-Party Claim (a “Claim Notice”) with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third-Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to such Third-Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third-Party Claim.

(i) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third-Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third-Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided, further, that, if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third-Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third-Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense or settlement of a Third-Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such Third-Party Claim.

(ii) If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third-Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third-Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third-Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third-Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third-Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.

(iii) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified Party with respect to the Third-Party Claim under Section 9.2 or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to such Third-Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that, if the dispute is not resolved within thirty (30) calendar days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.

(b)	In the event any Indemnified Party should have a claim<br>under Section 9.2 against the Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party shall deliver a written<br>notification of a claim for indemnity under Section 9.2 specifying the nature of and basis for such claim, together with the amount or,<br>if not then reasonably ascertainable, the estimated amount, determined in good faith, of such claim (an “Indemnity Notice”)<br>with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair<br>such party’s rights hereunder except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced<br>thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described<br>in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the<br>claim or the amount of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively<br>deemed a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the<br>Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to<br>such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided,<br>however, that, if the dispute is not resolved within thirty (30) calendar days after the Claim Notice, the Indemnifying Party shall be<br>entitled to institute such legal action as it deems appropriate.
(c)	The Indemnifying Party agrees to pay the Indemnified<br>Party, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred<br>by them in connection with investigating or defending any such Claim.
---	---
(d)	The indemnity provisions contained herein shall be in<br>addition to (i) any cause of action or similar rights of the Indemnified Party against the Indemnifying Party or others, and (ii) any<br>liabilities the Indemnifying Party may be subject to.
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ARTICLE X

MISCELLANEOUS

Section 10.1 GOVERNING LAW; JURISDICTION. All questions concerning the construction, validity, enforcement, and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement, and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, directors, officers, stockholders, employees, or agents) shall be commenced in the state and federal courts sitting in the City of Wilmington (the “Delaware Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Delaware Courts, or such Delaware Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it hereunder and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation, and prosecution of such action or proceeding.

Section 10.2 JURY TRIAL WAIVER. To the maximum extent permitted by law, the Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim brought by either of the Parties hereto against the other in respect of any matter arising out of or in connection with the Transaction Documents.

Section 10.3 ISSUANCE OF SHARES OF COMMON STOCK. As an additional inducement to the Investor entering into this Agreement, the Company shall, as of the date of this Agreement and for no additional consideration, issue to the Investor an aggregate of five million (5,000,000) shares of Common Stock (the “Commitment Shares”), which shares, upon their issuance shall be duly authorized, fully paid, and non-assessable. Instead of a delivery of the certificate required to be delivered under this Section 10(3), the Company shall cause its transfer agent to record such shares in electronic book entry format on its books and records and provide a statement to the Investor documenting such notation. Notwithstanding the above, if a certificate is delivered in respect thereof, until the shares of Common Stock represented thereby are eligible to be sold under Rule 144 without the need for current public information, such certificate shall bear a restrictive legend in the following form:

“THE ISSUANCE AND SALE OF THESECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATESECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVEREGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALLBE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLDPURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONAFIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

Notwithstanding the foregoing, commencing on such date that the Commitment Shares are eligible for sale under Rule 144 subject to current public information requirements, the Company, upon request from the Investor and at the expense of the Company, shall obtain a legal opinion to allow for such sales under Rule 144. The Commitment Shares will be included in the Registration Statement and will become unrestricted securities upon its effectiveness provided that that are resold in a manner set forth in the Registration Statement, which remains effective as of such proposed sale date.

Further, in the event that the Company files a registration statement with the SEC for the registration of any of the Company’s securities (other than on a Form S-4, Form S-8, or any successor form thereto) while the Investor owns, beneficially or of record, any Commitment Shares, the Company shall include therein all of such shares.

Section 10.4 ASSIGNMENT. The Transaction Documents shall be binding upon and inure to the benefit of the Company and the Investor and their respective successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other Person.

Section 10.5 NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Section 9.3.

Section 10.6 TERMINATION. The Company may terminate this Agreement at any time by written notice to the Investor in the event of a material breach of this Agreement by the Investor. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Commitment Amount; (iii) the date on which the Registration Statement is no longer effective, so long as such lack of effectiveness is not caused by a breach by the Company of its obligations hereunder, or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company (if such involuntary proceedings are not dismissed within sixty (60) calendar days of such filing), a Custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors; provided, however, that the provisions of Articles III, IV, V, VI, and IX shall survive the termination of this Agreement.

Section 10.7 ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the Parties acknowledge have been merged into such documents, exhibits and schedules.

Section 10.8 FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each Party shall pay the fees and expenses of its advisers, counsel, accountants, and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery, and performance of this Agreement stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Investor.

Section 10.9 COUNTERPARTS. The Transaction Documents may be executed in multiple counterparts, each of which may be executed by less than all of the Parties and shall be deemed to be an original instrument which shall be enforceable against the Parties actually executing such counterparts and all of which together shall constitute one and the same instrument. The Transaction Documents may be delivered to the other parties hereto by email of a copy of the Transaction Documents bearing the signature of the parties so delivering this Agreement.

Section 10.10 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any Party.

Section 10.11 FURTHER ASSURANCES. Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments, and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 10.12 NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rules of strict construction will be applied against any Party.

Section 10.13 EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore agrees that the Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

Section 10.14 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not to be considered in construing or interpreting this Agreement.

Section 10.15 AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the Parties from and after the date that is one (1) Business Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both Parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power, or privilege.

Section 10.16 PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no Party shall issue any such press release or otherwise make any such public statement, other than as required by law, without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing Party shall provide the other Party with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent required by law. The Investor acknowledges that the Transaction Documents may be deemed to be “material contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

C2 BLOCKCHAIN, INC.

By: ____________

Name: ______________

Title: _______________

COVENTRY ENTERPRISES, LLC

By: _____________

Name: _____________

Title: ______________

[Signature Page to Common Stock Purchase Agreement]

DISCLOSURE SCHEDULES TO

EQUITY PURCHASE AGREEMENT

Schedule 4.3 – Capitalization

Schedule 4.4 – SEC Documents

Schedule 4.8 – Litigation

Schedule 4.9 – Registration Rights

EXHIBIT A

FORM OF DRAWDOWN NOTICE

TO: COVENTRY ENTERPRISES, LLC

We refer to the Common Stock Purchase Agreement, dated as of July 22, 2025 (the “Agreement”), entered into by and between C2 BLOCKCHAIN, INC. and you. Capitalized terms defined in this Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

We hereby:

1) Give you notice that we require you to purchase __________ Drawdown Notice Shares; and

2) Certify that, as of the date hereof, the conditions set forth in Section 7.2 of the Agreement are satisfied.

C2 BLOCKCHAIN, INC.

By: ____________________________

Name: Levi Jacobson

Title: Chief Executive Office

EXHIBIT 31.1

C2 Blockchain, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, Levi Jacobson, certify that:

1. I have reviewed this report on Form 10-K of C2 Blockchain, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Dated: September 29, 2025

By: /s/ Levi Jacobson

Levi Jacobson,

Chief ExecutiveOfficer

(Principal Executive Officer)

EXHIBIT 31.2

C2 Blockchain, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, Levi Jacobson, certify that:

1. I have reviewed this report on Form 10-K of C2 Blockchain, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Dated: September 29, 2025

By: /s/ Levi Jacobson

Levi Jacobson,

Chief FinancialOfficer

(Principal Financial Officer)

EXHIBIT 32.1

C2 Blockchain, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of C2 Blockchain, Inc. (the Company) on Form 10-K for the year ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Levi Jacobson, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Levi Jacobson and will be retained by C2 Blockchain, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: September 29, 2025

By: /s/ Levi Jacobson

Levi Jacobson,

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 32.2

C2 Blockchain, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of C2 Blockchain, Inc. (the Company) on Form 10-K for the year ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Levi Jacobson, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: September 29, 2025

By: /s/ Levi Jacobson

Levi Jacobson,

Chief FinancialOfficer

(Principal Financial Officer)