Exousia Bio, Inc 10-Q for FY2026 Q2
Exousia Bio, Inc. (LMMY)
About this 10-Q
Exousia Bio, Inc filed this 10-Q on March 17, 2026, covering the quarter ended November 30, 2025 (FY2026 Q2).
Headline figures
Quarter ended November 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $19.08K
- compared with net income of $80.13K a year earlier
- Diluted EPS
- $0.00
- compared with $0.01 a year earlier
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Mark One
For the quarterly period ended
For the transition period from ______ to _______
Commission File No.
(Exact name of registrant as specified in its charter)
|
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of
the Act:
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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☐
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).
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 accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging 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 ☐
As of March 17, 2026, the registrant had shares of common stock issued and outstanding.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
EXOUSIA BIO, INC.
(formerly L A M Y)
UNAUDITED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2025
INDEX TO UNAUDITED FINANCIAL STATEMENTS
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EXOUSIA BIO, INC.
(formerly L A M Y)
BALANCE SHEETS
| November 30, 2025 | May 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash & cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Interest receivable | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Intangibles (net) | ||||||||
| Equipment (net) | ||||||||
| Other Assets (Exousia AI) | ||||||||
| Total Non-current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Due to related party | $ | $ | ||||||
| Advances from related parties | ||||||||
| Accounts Payable | ||||||||
| Other Current Liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-Current Liabilities | ||||||||
| Loans from related parties | ||||||||
| Note payable – related party | ||||||||
| Note payable – others | ||||||||
| Accrued Interest | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Common stock, $ par value, shares authorized; & shares issued and outstanding as of November 30, 2025, and May 31, 2025, respectively | ||||||||
| Additional Paid-In-Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ equity (deficit) | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
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EXOUSIA BIO, INC.
(formerly L A M Y)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended 11/30/2025 | Three Months Ended 11/30/2024 | Six Months Ended 11/30/2025 | Six Months Ended 11/30/2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of Goods Sold | ||||||||||||||||
| Gross Profit | ( | ) | ( | ) | ||||||||||||
| Operating Expenses | ||||||||||||||||
| Advertising and promotion | ||||||||||||||||
| Dues and subscriptions | ||||||||||||||||
| Office supplies | ||||||||||||||||
| Delivery | ||||||||||||||||
| Transfer agent | ||||||||||||||||
| OTC Markets fees | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Research and development | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total Operating expenses | ||||||||||||||||
| Net income (loss) from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other Income (Expense) | ||||||||||||||||
| Other income | ||||||||||||||||
| Gain on acquisition | ||||||||||||||||
| Total Other Income (Expense) | ||||||||||||||||
| Income (loss) before provision for income taxes | ( | ) | ( | ) | ||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (Loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Income (loss) per common share: Basic and diluted | $ | ) | $ | $ | ) | $ | ||||||||||
| Weighted Average Number of Common Shares Outstanding: Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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EXOUSIA BIO, INC.
(formerly L A M Y)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2025 AND 2024
(UNAUDITED)
| Number of Common Shares | Amount ($) | Additional Paid-In-Capital ($) | Accumulated Deficit ($) | Total ($) | ||||||||||||||||
| Balance at May 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Adjustment attributable to acquisition | – | |||||||||||||||||||
| Net income (loss) | – | |||||||||||||||||||
| Balance at November 30, 2024 | ( | ) | ||||||||||||||||||
| Balance at May 31, 2025 | ( | ) | ||||||||||||||||||
| Additional paid-in capital | – | ( | ) | ( | ) | |||||||||||||||
| Common stock issued in acquisition | ||||||||||||||||||||
| Adjustment attributable to acquisition | – | ( | ) | ( | ) | |||||||||||||||
| Net income (loss) | – | ( | ) | ( | ) | |||||||||||||||
| Balance at November 30, 2025 | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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EXOUSIA BIO, INC.
(formerly L A M Y)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended November 30, 2025 | Six Months Ended November 30, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustment as of non-cash items: | ||||||||
| Due to Related Party | ||||||||
| Due to Shareholder | ||||||||
| Loan | ||||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accrued accounts receivable | ( | ) | ||||||
| Account payable and accrued expenses | ||||||||
| Advances from related parties | ||||||||
| Net cash provided by (used in) Operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Equipment, net | ( | ) | ||||||
| Exousia Bio | ( | ) | ||||||
| Intangibles, net | ||||||||
| Net cash provided by (used in) Investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Additional Paid-in Capital | ||||||||
| Proceeds from note payable – others | ||||||||
| Proceeds from debt forgiveness – related party | ( | ) | ||||||
| Gain from Acquisition | ( | ) | ||||||
| Common Stock | ||||||||
| Accrued interest | ||||||||
| Net cash provided by Financing activities | ( | ) | ||||||
| Increase (decrease) in cash and equivalents | ||||||||
| Cash and equivalents at beginning of the period | ||||||||
| Cash and equivalents at end of the period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Proceeds of loan from related party in exchange of asset | $ | $ | ||||||
| Proceeds from note payable against acquisition of intangibles | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
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EXOUSIA BIO, INC.
(formerly L A M Y)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR SIX MONTHS ENDED NOVEMBER 30, 2025
NOTE 1 – ORGANIZATION AND BUSINESS
LAMY (the “Company”) is a corporation established under the corporation laws in the State of Wyoming on January 31, 2022. From inception through November 17, 2025, the Company sought to develop a successful business through provision of financial knowledge and resource management to the youngsters through an educational platform and, chiefly, an immersive video game called TwoPlus1®. However, effective with the November 2017, 2025, acquisition of Exousia Ai, Inc., a Florida corporation (“Exousia AI”), the Company’s business pursuit changed to that of Exousia AI, to wit: Exousia AI is a clinical stage biotechnology company developing new ways to exploit the therapeutic potential of exosomes, initially focused in the field of oncology.
Effective November 17, 2025, there occurred a change in control of the Company, whereby the Company’s prior management resigned and appointed a new management. See Note 10 – Changes in Control and Note 11 – Acquisition of Exousia AI – New Plan of Business.
The Company has adopted a May 31 fiscal year end.
NOTE 2 – GOING CONCERN
The Company’s financial statements as of November
30, 2025, have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern,
which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company
has accumulated deficit from inception (January 31, 2022) to November 30, 2025, of $
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.
New Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows.
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Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
Stock-Based Compensation
As of November 30, 2025, the Company has not issued any stock-based payments to its employees.
Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Use of Estimates and Assumptions
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 period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Fair Value of Financial Instruments
ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2025.
The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable and related party loan payable. Fair values were assumed to approximate carrying values for these financial instruments as either they do not have any active market or are short term in nature and therefore their carrying amounts approximate fair value.
Income Taxes
Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
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Revenue Recognition
We adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” and all related interpretations for recognition of our revenue from tours and services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue.
Revenue is recognized when the following criteria are met:
| · | Identification of the contract, or contracts, with customer; | |
| · | Identification of the performance obligations in the contract; | |
| · | Determination of the transaction price; | |
| · | Allocation of the transaction price to the performance obligations in the contract; and | |
| · | Recognition of revenue when, or as, we satisfy performance obligation. |
The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements.
Fixed Assets
Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs, if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. Any subsidy/reimbursement/contribution received for installation and acquisition of any fixed assets is shown as deduction in the year of receipt. Capital work- in progress is stated at cost.
Subsequent expenditure related to an item of fixed assets is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repairs and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.
Gains or losses arising from de-recognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the assets derecognized.
The Company utilizes straight-line depreciation over the estimated useful life of the asset.
ASC No. 260, “Earnings Per Share,” specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
Segment Reporting
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
As of November 30, 2025, the Company has
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NOTE 4 – EQUIPMENT (NET)
Company acquired equipment as on May 25, 2022, for
$
For the six months ended November 30, 2025, the Company
recorded $
NOTE 5 – INTANGIBLE ASSETS
The Company acquired intangibles as on May 26, 2022,
and consist of Videogame platform and related property rights of $
For the six months ended November 30, 2025, the Company
recorded $-
NOTE 6 – CAPITAL STOCK
Preferred Stock
As of November 30, 2025, the Company had preferred stock authorized. However, in January 2026, the Company filed an Amended and Restated Articles of Incorporation that authorized shares of preferred stock with a par value of $ per share. See Note 12 – Subsequent Events.
Common Stock
As of November 30, 2025, the Company had shares of common stock authorized. However, in January 2026, the Company filed an Amended and Restated Articles of Incorporation that authorized shares of common stock with a par value of $0.0001 per share. See Note 12 – Subsequent Events.
During the six months ended November 30, 2025, the Company issued shares of common stock pursuant to a Plan and Agreement of Reorganization by which the Company acquired Exousia AI.
During the six months ended November 30, 2024, the Company did t issue any shares of common stock.
As of November 30, 2025, and May 31, 2025, the Company had shares of common stock and shares of common stock issued and outstanding, respectively.
NOTE 7 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities.
From inception (January 31, 2022) through November
30, 2025, the Company’s officers and directors contributed additional paid in capital to the Company. At November 30, 2025, the
Company had $
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NOTE 8 – NOTE PAYABLE – OTHERS
As of May 26, 2022, Company owed a note payable of
$
NOTE 9 – INCOME TAXES
The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the period ended November 30, 2025, to the company’s effective tax rate is as follows:
| Reconciliation of income taxes | ||||
| Tax benefit at U.S. statutory rate | $ | |||
| Change in valuation allowance | ||||
| Income tax expense | $ |
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at November 30, 2025, are as follows:
| Schedule of deferred tax assets | ||||
| Deferred tax assets: | ||||
| Net operating loss | $ | |||
| Valuation allowance | ||||
| Deferred tax assets | $ | |||
The Company has approximately $
NOTE 10 – CHANGES IN CONTROL
November 17, 2025
On November 17, 2025, in connection with the acquisition of Exousia AI, the Company underwent a change of control, whereby Exousia Pro Holding Management, LLC (“ExPro Holding”), a wholly-owned subsidiary of Exousia Pro, Inc., formerly Marijuana, Inc., a Florida corporation, became the majority owner of the Company and Matthew Dwyer was appointed the Sole Director and Officer of the Company. See Note 11 – Acquisition of Exousia AI – New Plan of Business.
December 6, 2024
On December 6, 2024, the Company underwent a change of ownership, whereby, pursuant to two separate stock purchase agreements (the “Change-in-Control Agreements”), Zhang Shengwu acquired a total of 5,250,000 shares of the Company’s common stock (the “Acquired Shares”), 5,000,000 of the Acquired Shares from Dwight Witmer and 250,000 of the Acquired Shares from Stephen Townsend. The Acquired Shares represent approximately 64.29% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. Zhang Shengwu was appointed the Sole Director and Officer of the Company, in connection with such change-in-control transaction.
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NOTE 11 – ACQUISITION OF EXOUSIA AI – NEW PLAN OF BUSINESS
On November 11, 2025, the Company entered into a Plan and Agreement of Reorganization (the “Reorganization Agreement”) with the shareholders of Exousia Ai, Inc., a Florida corporation (Exousia AI), pursuant to which the Company would acquire 100% of the issued and outstanding capital stock of Exousia AI, with Exousia AI becoming the Company’s wholly-owned subsidiary, in consideration of the Company’s issuing a total of shares of Company common stock (the “Acquisition Shares”) to the shareholders of Exousia AI. On November 17, 2025, the parties closed the Reorganization Agreement, such that Exousia AI became a wholly-owned subsidiary of the Company and the shareholders of Exousia AI were issued the Acquisition Shares (ExPro Holding as to 41,223,0000 of the Acquisition Shares and Progenicyte Japan CO., LTD. as to 21,000,000 of the Acquisition Shares).
The acquisition of Exousia AI was pursued and consummated by the Company, after the Company’s Board of Directors had determined, after investigating the Exousia AI opportunity, that the best interests of the Company and its shareholders would be best served by acquiring Exousia AI.
Effective as of the closing of the Reorganization Agreement, Zhang Shengwu resigned as the Company’s Sole Officer and Director and Matthew Dwyer was appointed as the Company’s new Sole Officer and Director.
The Company’s Board of Directors has adopted the business plan of Exousia AI as part of its overall business plan, to wit: Exousia AI is a clinical stage biotechnology company developing new ways to exploit the therapeutic potential of exosomes, initially focused in the field of oncology.
NOTE 12 – SUBSEQUENT EVENTS
The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that, except as set forth below, there were no such events requiring recognition or disclosure in the financial statements.
Amended and Restated Articles of Incorporation
On January 16, 2026, the Company filed with the State of Wyoming an Articles of Amendment to its Articles of Incorporation in the form an Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”).
Pursuant to the Amended and Restated Articles, the Company changed its corporate name to “Exousia Bio, Inc.”
In the near future, the Company intends to file for approval of its name change with FINRA. In conjunction therewith, the Company intends to change its trading symbol. The Company is unable to predict the timing of FINRA’s approval of such actions. Until such approval if achieved, the Company will continue to be known as “L A M Y” in the trading markets and its trading symbol will remain “LMMY.”
The following additional provisions were included in the Amended and Restated Articles:
| 1. | Capital Stock. 100,000,000 shares of $.0001 par value common stock are now authorized; 1,000,000 shares of $.0001 par value preferred stock are now authorized. Notwithstanding the designation of the class of Series X Preferred Stock designated in the Amended and Restated Articles, the designations, preferences, limitations, restrictions, and relative rights of any additional classes of preferred stock, and variations in the relative rights and preferences as between different series, shall be established by the Company’s Board of Directors. |
| 2. | Cumulative Voting. Cumulative voting for the election of directors shall not be permitted. |
| 3. | Preemptive Rights. No holder of any stock of the Company shall be entitled, as a matter of right, to purchase, subscribe for or otherwise acquire any new or additional shares of stock of the Company of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares unless specifically authorized by the Board of Directors of the Company. |
| 4. | Shareholder Voting on Corporate Actions. Notwithstanding the requirements of Wyoming law, the affirmative vote or concurrence of the holders of a majority of the outstanding shares of the Company entitled to vote thereon are required to make effective all transactions that require shareholder approval under applicable law. |
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| 5. | Indemnification of Directors, Officers, Employees, Fiduciaries and Agents. |
| A. | Liability for Monetary Damages. The liability of the directors of the Company for monetary damages shall be eliminated to the fullest extent permissible under Wyoming law provided, however, that (1) the liability of directors is not limited or eliminated (a) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (b) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (c) for any transaction from which a director derived an improper personal benefit, (d) for acts or omissions that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders, (e) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (2) the liability of directors is not limited or eliminated for any act or omission occurring prior to the date when these Articles of Incorporation becomes effective, or (f) any of the acts set forth in Section 17-16-202 of the Wyoming Business Corporations Act and (3) the liability of officers is not limited or eliminated for any act or omission as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors. |
The Company shall indemnify, to the fullest extent permitted by applicable law, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys’ fees) incurred by reason of the fact that he is or was a director or officer of the Company or, while serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Company also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person’s estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.
| B. | Expenses. The Company shall advance expenses in advance of the final disposition of the case to or for the benefit of a director, officer, employee, fiduciary, or agent, who is party to a proceeding such as described in the preceding paragraph A to the maximum extent permitted by applicable law. |
| C. | Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director or officer of the Company or other person entitled to indemnification existing at the time of such repeal or modification. |
| 6. | Limitations of Liability. |
| A. | Limitation of Liability. Notwithstanding Wyoming law, specifically Section 17-16-202 of the Wyoming Business Corporations Act, or the provisions of these Articles of Incorporation, a director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or to its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit. If the Wyoming Business Corporations Act is amended after this Article is adopted to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Wyoming Business Corporations Act, as so amended. |
| B. | Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director of the Company existing at the time of such repeal or modification. |
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| 7. | Designation of Series X Preferred Stock. One (1) share of the Company’s authorized shares of Preferred Stock, $0.0001 par value per share, is hereby designated as “Series X Preferred Stock” and having the characteristics set forth below. |
| A. | Fractional Shares. The Series X Preferred Stock may not be issued in fractional shares. |
| B. | Voting. The share of Series X Preferred Stock shall have rights in all matters requiring stockholder approval to a number of votes equal to two (2) times the sum of: |
| (1) | The total number of shares of Common Stock which are issued and outstanding at the time of any election or vote by the stockholders; plus |
| (2) | The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights. |
| C. | Conversion. The Series X Preferred Stock shall possess no rights of conversion. |
| D. | Liquidation Rights. The Series X Preferred Stock shall possess no liquidation rights. |
| E. | Dividends. The Series X Preferred Stock shall possess no dividend rights. |
| F. | Protection Provisions. The Company shall not, without first obtaining the consent of the holder of the share of Series X Preferred Stock, alter or change the rights, preferences or privileges of the Series X Preferred Stock so as to affect adversely the holder of the share of Series X Preferred Stock. |
| G. | Waiver. Any of the rights, powers or preferences of the Series X Preferred Stock may be waived by the affirmative consent of the holder of the share of Series X Preferred Stock. |
| H. | No Other Rights or Privileges. Except as specifically set forth herein, the holder of the share of Series X Preferred Stock shall have no other rights, privileges or preferences with respect to the Series X Preferred Stock. |
| 8. | Conflicting Interest Transactions. No contract or other transaction between the Company and one (1) or more of its directors or any other corporation, firm, association, or entity in which one (1) or more of its directors are directors or officers or are financially interested shall be either void or voided solely because of such relationship or interest, or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because their votes are counted for such purpose if: |
| A. | The fact of such a relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; |
| B. | The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or |
| C. | The contract or transaction is fair and reasonable to the Company. Common or interested directors may be counted in determining the presence of a quorum, as herein previously defined, at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies such contract or transaction. |
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Issuance of Series X Preferred Stock
In January 2026, the Company issued one (1) share of its Series X Preferred Stock (the “Series X Share”) to ExPro Holding, the majority owner of the Company and holder of the majority voting power. While ExPro Holding held the majority voting power of the Company prior to such issuance, the Board of Directors of the Company deemed it to be in the best interests of the Company and its shareholders to assure stability and continuity during the Company’s initial stages of development to issue the Series X Share to ExPro Holding.
Issuance of Common Stock
In December 2025, the Company issued 3,500,000 shares of common stock to a third-party consultant, pursuant to a consulting agreement.
Rescission Agreement
Effective March 14, 2026, the Company entered into a Rescission Agreement and Mutual Release (the “Rescission Agreement”) with Progenicyte Japan CO., LTD., a Japanese corporation (“Progenicyte”), with respect to that certain
Plan and Agreement of Reorganization (the “Reorganization Agreement”) dated as of November 11, 2025, among the Company, LMMY and the shareholders of Exousia Ai, Inc., a Florida corporation, with one of such shareholders being Progenicyte. Pursuant to the Rescission Agreement, based on a mistake of fact, the 21,000,000 shares of Company common stock issued to Progenicyte under the Reorganization Agreement was cancelled. Also pursuant to the Reorganization Agreement, the Company and Progenicyte agreed to release the other from any all claims, whether existing or future in nature.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We are a development-stage company with limited operations and no revenues from our business operations. Our independent auditor has issued a going-concern opinion. This means that our independent auditor believes there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues, until we have obtained sufficient funds to implement our current, post-acquisition plan of business, of which there is no assurance.
Acquisition of Exousia Ai, Inc. – New Plan of Business
Acquisition. On November 11, 2025, the Company entered into a Plan and Agreement of Reorganization (the “Reorganization Agreement”) with the shareholders of Exousia Ai, Inc., a Florida corporation (“Exousia AI”), pursuant to which the Company would acquire 100% of the issued and outstanding capital stock of Exousia AI, with Exousia AI becoming the Company’s wholly-owned subsidiary, in consideration of the Company’s issuing a total of 62,223,000 shares of Company common stock (the “Acquisition Shares”) to the shareholders of Exousia Ai. On November 17, 2025, the parties closed the Reorganization Agreement, such that Exousia AI became a wholly-owned subsidiary of the Company and the shareholders of Exousia AI were issued the Acquisition Shares (Exousia Pro Holding Management, LLC as to 41,223,0000 of the Acquisition Shares and Progenicyte Japan CO., LTD. as to 21,000,000 of the Acquisition Shares).
The acquisition of Exousia AI was pursued and consummated by the Company, after the Company’s Board of Directors had determined, after investigating the Exousia AI opportunity, that the best interests of the Company and its shareholders would be best served by acquiring Exousia AI.
Effective as of the closing of the Reorganization Agreement, Zhang Shengwu resigned as the Company’s Sole Officer and Director and Matthew Dwyer was appointed as the Company’s new Sole Officer and Director.
New Plan of Business. The Company’s Board of Directors has adopted the business plan of Exousia AI as part of its overall business plan, to wit: Exousia AI is a clinical stage biotechnology company developing new ways to exploit the therapeutic potential of exosomes, initially focused in the field of oncology.
Results of Operation
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Due to the acquisition of Exousia AI, our future operating results will be substantially different from our company’s past operating results. However, we are not able to predict the extent of such change is operating results.
Six Months Ended November 30, 2025 and 2024. During the six months ended November 30, 2025, we generated $-0- (unaudited) in revenue, compared to $3,750 (unaudited) in revenue during the six months ended November 30, 2024, all of which was associated with our business operations as they existed prior to our acquisition of Exousia AI.
For the six months ended November 30, 2025, we reported operating expenses of $206,711 (unaudited) and other income of $217,922 (unaudited) resulting in a net loss of $50,897 (unaudited).
For the six months ended November 30, 2024, we reported operating expenses of $10,632 (unaudited) and other income of $90,541 (unaudited), resulting in a net profit of $83,659 (unaudited).
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Liquidity and Capital Resources
As of November 30, 2025, our total assets were $-0- (unaudited). As of November 30, 2025, our current liabilities were $261,023 (unaudited), resulting in a working capital deficit of $261,023 (unaudited). We require capital with which to pursue our Exousia AI-based plan of business. There is no assurance that we will obtain any capital.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of assets; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
Off-Balance Sheet Arrangements
As of November 30, 2025, and May 31, 2025, we had no off-balance sheet arrangements.
Going Concern
The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Critical Accounting 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 period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the three month ended November 30, 2025, the period covered by this Quarterly Report, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable to our company.
Item 5. Other Information
(a) Material Events
Amended and Restated Articles of Incorporation
On January 16, 2026, the Company filed with the State of Wyoming an Articles of Amendment to its Articles of Incorporation in the form an Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”).
Pursuant to the Amended and Restated Articles, the Company changed its corporate name to “Exousia Bio, Inc.”
In the near future, the Company intends to file for approval of its name change with FINRA. In conjunction therewith, the Company intends to change its trading symbol. The Company is unable to predict the timing of FINRA’s approval of such actions. Until such approval if achieved, the Company will continue to be known as “L A M Y” in the trading markets and its trading symbol will remain “LMMY.”
The following additional provisions were included in the Amended and Restated Articles:
| 1. | Capital Stock. 100,000,000 shares of $.0001 par value common stock are now authorized; 1,000,000 shares of $.0001 par value preferred stock are now authorized. Notwithstanding the designation of the class of Series X Preferred Stock designated in the Amended and Restated Articles, the designations, preferences, limitations, restrictions, and relative rights of any additional classes of preferred stock, and variations in the relative rights and preferences as between different series, shall be established by the Company’s Board of Directors. |
| 2. | Cumulative Voting. Cumulative voting for the election of directors shall not be permitted. |
| 3. | Preemptive Rights. No holder of any stock of the Company shall be entitled, as a matter of right, to purchase, subscribe for or otherwise acquire any new or additional shares of stock of the Company of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares unless specifically authorized by the Board of Directors of the Company. |
| 4. | Shareholder Voting on Corporate Actions. Notwithstanding the requirements of Wyoming law, the affirmative vote or concurrence of the holders of a majority of the outstanding shares of the Company entitled to vote thereon are required to make effective all transactions that require shareholder approval under applicable law. |
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| 5. | Indemnification of Directors, Officers, Employees, Fiduciaries and Agents. |
| A. | Liability for Monetary Damages. The liability of the directors of the Company for monetary damages shall be eliminated to the fullest extent permissible under Wyoming law provided, however, that (1) the liability of directors is not limited or eliminated (a) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (b) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (c) for any transaction from which a director derived an improper personal benefit, (d) for acts or omissions that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders, (e) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (2) the liability of directors is not limited or eliminated for any act or omission occurring prior to the date when these Articles of Incorporation becomes effective, or (f) any of the acts set forth in Section 17-16-202 of the Wyoming Business Corporations Act and (3) the liability of officers is not limited or eliminated for any act or omission as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors. |
The Company shall indemnify, to the fullest extent permitted by applicable law, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys’ fees) incurred by reason of the fact that he is or was a director or officer of the Company or, while serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Company also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person’s estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.
| B. | Expenses. The Company shall advance expenses in advance of the final disposition of the case to or for the benefit of a director, officer, employee, fiduciary, or agent, who is party to a proceeding such as described in the preceding paragraph A to the maximum extent permitted by applicable law. |
| C. | Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director or officer of the Company or other person entitled to indemnification existing at the time of such repeal or modification. |
| 6. | Limitations of Liability. |
| A. | Limitation of Liability. Notwithstanding Wyoming law, specifically Section 17-16-202 of the Wyoming Business Corporations Act, or the provisions of these Articles of Incorporation, a director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or to its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit. If the Wyoming Business Corporations Act is amended after this Article is adopted to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Wyoming Business Corporations Act, as so amended. |
| B. | Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director of the Company existing at the time of such repeal or modification. |
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| 7. | Designation of Series X Preferred Stock. One (1) share of the Company’s authorized shares of Preferred Stock, $0.0001 par value per share, is hereby designated as “Series X Preferred Stock” and having the characteristics set forth below. |
| A. | Fractional Shares. The Series X Preferred Stock may not be issued in fractional shares. |
| B. | Voting. The share of Series X Preferred Stock shall have rights in all matters requiring stockholder approval to a number of votes equal to two (2) times the sum of: |
| (1) | The total number of shares of Common Stock which are issued and outstanding at the time of any election or vote by the stockholders; plus |
| (2) | The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights. |
| C. | Conversion. The Series X Preferred Stock shall possess no rights of conversion. |
| D. | Liquidation Rights. The Series X Preferred Stock shall possess no liquidation rights. |
| E. | Dividends. The Series X Preferred Stock shall possess no dividend rights. |
| F. | Protection Provisions. The Company shall not, without first obtaining the consent of the holder of the share of Series X Preferred Stock, alter or change the rights, preferences or privileges of the Series X Preferred Stock so as to affect adversely the holder of the share of Series X Preferred Stock. |
| G. | Waiver. Any of the rights, powers or preferences of the Series X Preferred Stock may be waived by the affirmative consent of the holder of the share of Series X Preferred Stock. |
| H. | No Other Rights or Privileges. Except as specifically set forth herein, the holder of the share of Series X Preferred Stock shall have no other rights, privileges or preferences with respect to the Series X Preferred Stock. |
| 8. | Conflicting Interest Transactions. No contract or other transaction between the Company and one (1) or more of its directors or any other corporation, firm, association, or entity in which one (1) or more of its directors are directors or officers or are financially interested shall be either void or voided solely because of such relationship or interest, or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because their votes are counted for such purpose if: |
| A. | The fact of such a relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; |
| B. | The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or |
| C. | The contract or transaction is fair and reasonable to the Company. Common or interested directors may be counted in determining the presence of a quorum, as herein previously defined, at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies such contract or transaction. |
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Issuance of Series X Preferred Stock
In January 2026, the Company issued one (1) share of its Series X Preferred Stock (the “Series X Share”) to Exousia Pro Holding Management, LLC (“ExPro Holding”), the majority owner of the Company and holder of the majority voting power. While ExPro Holding held the majority voting power of the Company prior to such issuance, the Board of Directors of the Company deemed it to be in the best interests of the Company and its shareholders to assure stability and continuity during the Company’s initial stages of development to issue the Series X Share to ExPro Holding.
Entry into a Material Definitive Agreement
On January 20, 2026, the Company issued a convertible promissory note in the principal amount of $250,000 (the “Convertible Note”) to GBII Partners Inc. (“GBII”) in consideration of a $250,000 loan from GBII (the “GBII Loan”). The Convertible Note was fully funded on January 26, 2026.
The Convertible Note bears interest at 15% per annum (18% upon default) and matures on March 26, 2026 (the “Maturity Date”). The Company does not have the right to prepay the Convertible Note. At any time on or before the Maturity Date, GBII may convert any outstanding and unpaid principal portion, and accrued and unpaid interest, of the Convertible Note into shares of Company common stock at a conversion price equal to 50% of the market price of the Company’s common stock. From one to 30 days following the Maturity Date, the conversion price under the Convertible Note shall be equal to 35% of the market price of the Company’s common stock; from 31 to 60 days following the Maturity Date, the conversion price under the Convertible Note shall be equal to 20% of the market price of the Company’s common stock; and, from 61 days following the Maturity Date to the date of full payment of the Convertible Note, the conversion price under the Convertible Note shall be equal to 10% of the market price of the Company’s common stock; provided, however, that GBII may not convert the Note to the extent that such conversion would result in GBII’s beneficial ownership of the Company’s common stock being in excess of 4.999% of the Company’s then-issued and outstanding common stock. Further, if, at any time during which the Convertible Note shall be outstanding, the Company completes any subsequent placement of its securities, then GBII shall have the right to exchange all, or any part, of the Convertible Note into any such securities.
Additionally, the Company executed an Irrevocable Transfer Agent Instruction (the “TA Letter”) with its transfer agent, VStock Transfer, LLC, pursuant to which the Company created a reserve of 3,333,334 shares of common stock in favor of GBII with respect to shares of common stock into which the Convertible Note may be converted by GBII.
In addition, in connection the Company’s obtaining the GBII Loan, the Company’s majority shareholder, Exousia Pro Holding Management, LLC (“EP Holding”), the Company and GBII entered into a pledge agreement (the “EP Holding Pledge Agreement”) with respect to 5,000,000 shares of Company common stock owned by EP Holding, to secure the obligations of the Company under the Convertible Note.
Finally, in connection with the Company’s obtaining the GBII Loan, a third party, VS Services, LLC (“VS Services”), the Company and GBII entered into a pledge agreement (the “GBII Pledge Agreement”) with respect to 1,276,225 shares of Company common stock owned by VS Services, to secure the obligations of the Company under the Convertible Note.
Submission of Matters to a Vote of Security Holders
On January 5, 2026, Exousia Pro Holding Management, LLC, the holder of the majority voting power of the Company, approved the adoption and filing of the Amended and Restated Articles with the State of Wyoming, which Amended and Restated Articles included a change in the Company’s corporate name to “Exousia Bio, Inc.”
Rescission Agreement
Effective March 14, 2026, the Company entered into a Rescission Agreement and Mutual Release (the “Rescission Agreement”) with Progenicyte Japan CO., LTD., a Japanese corporation (“Progenicyte”), with respect to that certain Plan and Agreement of Reorganization (the “Reorganization Agreement”) dated as of November 11, 2025, among the Company, LMMY and the shareholders of Exousia Ai, Inc., a Florida corporation, with one of such shareholders being Progenicyte. Pursuant to the Rescission Agreement, based on a mistake of fact, the 21,000,000 shares of Company common stock issued to Progenicyte under the Reorganization Agreement was cancelled. Also pursuant to the Reorganization Agreement, the Company and Progenicyte agreed to release the other from any all claims, whether existing or future in nature.
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(c) Trading Plans
During the three months ended
November 30, 2025,
Item 6. Exhibits
| 24 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 17, 2026.
| L A M Y | |
| By: /s/ Matthew Dwyer | |
|
Matthew Dwyer Chief Executive Officer |
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Exhibit 3.1
Wyoming Secretary o Herschler Building East, Sl 122 W 25th Street Cheyenne, WY 82002 - C Ph. 307.777.7311 Email: Business@wyo.1 P - Amendment - Revised June 2021 WY Secretary of State RLED: 01/1612026 04:11 PM Original ID: 2022 - 001075655 Amendment ID: 2026 - 006320564 Profit Corporation Articles of Amendment 1. Corporation name : (Name must match exactly to the Secretary of State 's records . ) ILAMY 2. A . rt l cle number (s) L _ 1 _ - _v_ , _ . I 1 · s ame n d e d as 10 I I ows : *See checklist below for article number information. See attached (including Article I changing the name of the Corporation to "Exousia Bio, Inc."). 3. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself which may be made upon facts objectively ascertainable outside the articles of amendment . This amendment does not provide for an exchange, reclassification or cancellation of issued shares. 4. The amendment was adopted on . _ '1 _1_12_1_12_0_2_ s , (Date - mmlddlyyyy)
5. Approval of the amendment: (Please check only one appropriate field to indicate the party approving the amendment.) P - Amendment - Revised June 2021 D · Share s wer e no t issued and the board of directors or incorporators have adopted the amendment. OR D Shares were issued and the board of directors have adopted the amendment without shareholder approval, in compliance with W.S. 17 - 16 - 1005. OR Shares were issued and the board of directors have adopted the amendment with shareholder approval, in compliance with W.S. 17 - 16 - 1003. ' ( - . .,, Signature: · · . - .. (May be executed byChairmanefBoartle11tor another of its officers.) Date: 10 1 /09/2026 (mmldd/yyyy) Print Name: !Matthew Dwyer Title: !Chief Executive Officer I Contact Person: L.IE_r_ic_N_e - :wl;::=a=n===================::::: I Daytime Phone Number : 1940 - 367 - 6154 Email: jeric@newlanpllc.com (An email address is required. Email(s) provided will receive important reminders, notices and filing evidence.) Checklist Filing Fee: $60.00 Make check or money order payable to Wyoming Secretary of State. Processing time is up to 15 business days following the date of receipt in our office. *Refer to original articles of incorporation to determine the specific article number being amended or use the next number in sequence if you are adding an article. Article number(s) is not the same as the filing ID number. [2] Please mail with payment to the address at the top of this form. This form cannot be accepted via email. 0 Please review the form prior to submission. The Secretary of State's Office is unable to process Incomplete forms.
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF LAMY The undersigned, Matthew Dwyer, President and Chief Executive Officer ofL AMY, a Wyoming corporation (the "Corporation"), does hereby certify : 1. He is the President, Chief Executive Officer and Secretary of the Corporation. 2. The Amended and Restated Articles of Incorporation set forth below consolidate all previous amendments into a single document . 3. The Amended and Restated Articles oflncorporation set forth below have been duly approved by the Board of Directors of the Corporation in accordance with the laws of the State of Wyoming . 4. The Amended and Restated Articles oflncorporation set forth below have been duly approved by the required written consent of shareholders of the Corporation in accordance with the laws of the State of Wyoming . 5. The Articles oflncorporationof the Corporation are hereby amended and restated in their entirety with the Amended and Restated Articles oflncorporation set forth below all of which supersedes and take the place of the existing Articles of Incorporation and all prior amendments thereto and restatements thereof : ARTICLE I - NAME OF THE CORPORATION The name of the corporation shall be: Exousia Bio, Inc. (the "Corporation"). ARTICLE II - NAME AND ADDRESS OF REGISTERED AGENT The address of the registered office of the Corporation in the State of Wyoming is 1908 Thomes Avenue, Cheyenne, Wyoming 82001 . The name of the Corporation's registered agent at the address is Bailey J Stock J Harmon J Cottam P . C . Either the registered office or the registered agent may be changed in the manner provided by law . The Corporation consents to accept electronic service of process at lance@performance - law . com, under the circumstances specified in W . S . l 7 - 28 - 104 (e) . ARTICLE III - PERPETUAL DURATION OF THE CORPORATION The period of this Corporation's duration is perpetual. ARTICLE IV - PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Wyoming Business Corporation Act other than the banking business, the trust corporation business or the practice of a profession permitted to be incorporated by the Wyoming Business Corporation Act ARTICLE V - AUTHORIZED CAPITAL A. Authorized Capital . The aggregate number of shares of all classes of capital stock which this Corporation shall have authority to issue is 101 , 000 , 000 shares, of which 1 , 000 , 000 shares shall be shares of preferred stock, par value of $ . 0001 per share ("Preferred Stock"), and 100 , 000 , 000 shares shall be shares of common stock, par value of $ . 0001 per share ("Common Stock") . AMENDED AND RESTATED ARTICLES OF INCORPORATION I PAGE 1
(1) Preferred Stock . Notwithstanding the designation of the class of Series X Preferred Stock designated in Article XIII the designations, preferences, limitations, restrictions, and relative rights of any additional classes of Preferred Stock, and variations in the relative rights and preferences as between different series, shall be established in accordance with the Wyoming Business Corporation Act by the board of directors of the Corporation ("Board of Directors") . Except for such voting powers with respect to the election of directors or other matters as may be stated in the resolutions of the Board of Directors creating any series of Preferred Stock, the holders of any such series shall have no voting power . (2) Common Stock . The holders of Common Stock shall have and possess all rights as shareholders of the Corporation, including such rights as may be granted elsewhere by these Articles oflncorporation, except as such rights may be limited by the preferences, privileges and voting powers, and the restrictions and limitations of the Preferred Stock . The Common Stock shall have voting rights such that each share of Common Stock duly authorized, issued and outstanding shall entitle its holder to one vote . B. Dividends . Subject to preferential dividend rights, if any, of the holders of Preferred Stock, dividends on the Common Stock may be declared by the Board of Directors and paid out of any funds legally available therefor at such times and in such amounts as the Board of Directors shall determine . C. No Assessment . The capital stock, after the amount of the subscription price has been paid in, shall not be subject to assessment to pay the debts of the Corporation . D. Value . Anystockofthe Corporation may beissued for money, property, services rendered, labor done, cash advances for the Corporation, or for any other assets of value in accordance with the action of the Board of Directors, whose judgment as to value received in return therefor shall be conclusive and said stock when issued shall be fully paid and non - assessable . E. Restrictions . The Board of Directors shall have the authority to impose restrictions upon the transfer of the capital stock of the Corporation as it deems necessary in the best interests of the corporation or as required by law . ARTICLE VI - CUMULATIVE VOTING Cumulative voting for the election of directors shall not be permitted. ARTICLE VII - PREEMPTIVE RIGHTS No holder of any stock of the Corporation shall be entitled, as a matter ofright, to purchase, subscribe for or otherwise acquire any new or additional shares of stock of the Corporation of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares unless specifically authorized by the governing board of the Corporation . ARTICLE VIII - GOVERNING BOARD The governing board of this Corporation shall be known as directors, and the number of the directors may from time to time be increased or decreased in such manner as shall be permitted bythe bylaws of this Corporation . There shall not be fewer than one member of the Board of Directors . AMENDED AND RESTATED ARTICLES OF INCORPORATION I PAGE 2
ARTICLE IX - SHAREHOLDER VOTING ON CORPORATE ACTIONS Notwithstanding the requirements of Wyoming law, the affirmative vote or concurrence of the holders of a majority of the outstanding shares of the Corporation entitled to vote thereon are required to make effective all transactions that require shareholder approval under applicable law . ARTICLE X - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, FIDUCIARIES AND AGENTS A. Liability for Monetary Damages . The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under Wyoming law provided, however, that ( 1 ) the liability of directors is not limited or eliminated (a) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (b) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (c) for any transaction from which a director derived an improper personal benefit, (d) for acts or omissions that show a reckless disregard for the director's duty to thecorporation or itsshareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, ofa risk of serious injury to the corporation or its shareholders, (e) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its shareholders, ( 2 ) the liability of directors is not limited or eliminated for any act or omission occurring prior to the date when these Articles oflncorporation becomes effective, or (f) any of the acts set forth in Section 17 - 16 - 202 of the Wyoming Business Corporations Act and ( 3 ) the liability of officers is not limited or eliminated for any act or omission as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors . The Corporation shall indemnify, to the fullest extent permitted by applicable law, any person, and the estate and personal representativeofanysuch person, against all liability and expense (including attorneys' fees) incurred by reason of the fact that he is or was a director or officer of the Corporation or, while serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual orentity or of an employee benefit plan . The Corporation also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person's estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible . B. Expenses . The Corporation shall advance expenses in advance of the final disposition of the case to or for the benefit of a director, officer, employee, fiduciary, or agent, who is party to a proceeding such as described in the preceding paragraph A to the maximum extent permitted by applicable law . C. Repeal or Modification . Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection ofa director or officer of the Corporation or other person entitled to indemnification existing at the time of such repeal or modification . ARTICLE XI - LIMITATIONS OF LIABILITY A . Limitation of Liability . Notwithstanding Wyoming law, specifically Section 17 - 16 - 202 of the Wyoming Business Corporations Act, or the provisions of these Articles oflncorporation, a director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or to its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation oflaw, or (iii) for any transaction from which the director derived an improper personal benefit . If the Wyoming I ; Jusiness Corporations Act is amended after this Article is adopted to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Wyoming Business Corporations Act, as so amended . AMENDED AND RESTATED ARTICLES OF INCORPORATION I PAGE 3
B . Repeal or Modification . Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification . ARTICLE XII - ACTIONS OF SHAREHOLDERS AMENDED AND RESTATED ARTICLES OF INCORPORATION I PAGE 4 A. Meetings. Meetings of shareholders shall be held at such time and place as provided in the bylaws of the Corporation or by resolution of the board of directors. B. Quorum. At all meetings of the shareholders, the presence of 50% of all votes entitled to be cast at the beginning of a meeting shall constitute a quorum. C. Required Approval . Notwithstanding the provisions of these Articles, any action for which the Wyoming Business Corporations Act requires the approval of two - thirds of the shares or any class or series or voting group entitled to vote with respect thereto, unless otherwise provided in the Articles oflncorporation, shall require for approval, the affirmative vote of 50 % of the shares or any class or series or voting group outstanding and entitled to vote thereon . D. Vote Procedure. Any vote of the shareholders of the Corporation may be taken either: (1) at a meeting called for such purpose or, (2) by the written consent of the shareholders in lieu of a meeting provided that shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted consent to such action in writing . ARTICLE XIII - DESIGNATION OF SERIES X PREFERRED STOCK A. Designation of Series X Preferred Stock . One ( 1 ) share of the Corporation's authorized shares of Preferred Stock, $ 0 . 0001 par value per share, is hereby designated as "Series X Preferred Stock" and having the characteristics set forth below . B. Fractional Shares. The Series X Preferred Stock may not be issued in fractional shares. C. Voting . The share of Series X Preferred Stock shall have rights in all matters requiring stockholder approval to a number of votes equal to two ( 2 ) times the sum of : (1) The total number of shares of Common Stock which are issued and outstanding at the time of any election or vote by the stockholders ; plus (2) The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights . D. Conversion. The Series X Preferred Stock shall possess no rights of conversion. E. Liquidation Rights. The Series X Preferred Stock shall possess no liquidation rights. F. Dividends. The Series X Preferred Stock shall possess no dividend rights. G. Protection Provisions . The Corporation shall not, without first obtaining the consent of the holder of the share of Series X Preferred Stock, alter or change the rights, preferences or privileges of the Series X Preferred Stock so as to affect adversely the holder of the share of Series X Preferred Stock .
H. AMENDED AND RESTATED ARTICLES OF INCORPORATION I PAGE 5 Waiver. Any of the rights, powers or preferences of the Series X Preferred Stock may be waived by the affirmative consent of the holder of the share of Series X Preferred Stock. I. No Other Rights or Privileges. Except asspecifically set forth herein, the holder oftheshare of Series X Preferred Stock shall have no other rights, privileges or preferences with respect to the Series X Preferred Stock. ARTICLE XIV - CONFLICTING INTEREST TRANSACTIONS No contract or other transaction between the Corporation and one ( 1 ) or more of its directors or any other Corporation, firm, association, or entity in which one ( 1 ) or more of its directors are directors or officers or are financially interested shall be either void or voided solely because of such relationship or interest, or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because their votes are counted for such purpose if : A. The fact of such a relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors ; B. The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent ; or C. The contract or transaction is fair and reasonable to the Corporation . Common or interested directors may be counted in determining the presence of a quorum, as herein previously defined, at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies such contract or transaction . ARTICLE XV - SEVERABILITY In the event any provision (including any provision within a single article, section, paragraph or sentence) of these Articles of Incorporation should be determined by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, the remaining provisions and parts hereof shall not be in any way impaired and shall remain in full force and effect and enforceable to the fullest extent permitted by law . IN WITNESS WHEREOF, I have hereunto set my hand this 9 th day of January, 2026 , hereby declaring and certifying that the facts stated herein are true . LAMY By: , :lz_ - Matthe w - Dwye ),, President
STATE OF WYOMING Office of the Secretary of State I, CHUCK GRAY, Secretary of State of the State of Wyoming, do hereby certify that the filing requirements for the issuance of this certificate have been fulfilled. CERTIFICATE OF NAME CHANGE Current Name: Exousia Bio, Inc. Old Name: LAMY I have affixed hereto the Great Seal of the State of Wyoming and duly executed this official certificate at Cheyenne, Wyoming on this 16th day of January, 2026 Secretary of State By: - - Kim McColl ----- Filed Date: 01/16/2026
RECEIPT Secretary of State Herschler Bldg East, Ste.100 & 101 Cheyenne, WY 82002 - 0020 RECEIPT INFORMATION NEWLAN LAW FIRM PLLC 2201 LONG PRAIRIE RD STE 107 - 762 FLOWER MOUND, TX 75022 Receipt#: Receipt Date: Processed By: 004819449 01/16/2026 Kim McColl Description of Charges Reference Total Restated Articles with Name Change - Profit Corporation - Domestic 2026 - 006320564 DO NOT PAY! This is not a bill. Quantity Unit Price 1 $60.00 $60.00 TOTAL CHARGES PAID $60.00 Description of Payment Reference Amount TOTAL PAYMENT $60.00 $60.00 Payment - Check/ Money Order 1200 In Reference To: Exousia Bio, Inc. (2022 - 001075655); Amendment ID: 2026 - 006320564 PAD or Billing Questions? (307) 777 - 5343 SOSAdminServices@wyo.gov Page 1 of 1
Exhibit 4.1
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES . THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM . THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS . CONVERTIBLE PROMISSORY NOTE Original Principal Amount : U . S . $ 250 , 000 . 00 Issuance Date : January 20 , 2026 FOR VALUE RECEIVED, LAMY, a Wyoming corporation (the "Company"), hereby unconditionally promises, pursuant to the terms of this promissory note, to pay to the order of GB II Partners Inc . , a Seychelles corporation (the "Holder"), the amount set forth above as the original principal amount (the "Principal") when due, whether upon the Maturity Date, on any installment date with respect to the amounts due and owing on such installment date or upon acceleration or otherwise (in each case in accordance with the terms hereof) and to pay interest on any outstanding Principal, including upon the occurrence and continuance of an Event of Default (as defined below), to pay interest on any outstanding Principal at the applicable Default Rate (as defined below) at any such time as such interest shall be due and payable hereunder, whether upon the Maturity Date, on any installment date or upon acceleration (in each case in accordance with the terms hereof) . NOW, THEREFORE, in consideration of the premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby issues this Note in favor of the Holder on the terms set forth herein . 1. DEFINITIONS . As used herein, the following terms shall have the meanings set forth after each such term, and any other term defined in this Note shall have the meaning set forth at the place defined . All terms that are used but not otherwise defined in any of the Transaction Documents (as defined below) shall have the definitions provided in the Code (as defined below) . (a) "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed ; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter - in - place", "non - essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any Governmental Authority so long as the electronic funds transfer systems (including for wire transfers)
of commercial banks in The City of New York generally are open for use by customers on such day . (b) "Capital Stock" means (i) the Company's shares of common stock, $ . 0001 par value per share, (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock and (iii) any other shares of capital stock or equity interests issued by the Company or any of its Subsidiaries . (c) "Common Stock" means shares of the Company's common stock $ . 0001 par value per share . (d) "Governmental Authority" means any nation or government, any Federal, state, city, town, municipality, county, local, foreign, or other political subdivision thereof or thereto and any department, commission, board, bureau, court, tribunal, instrumentality, agency, or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government . (e) "Indebtedness" means, without duplication, (i) all obligations of a Person for borrowed money or with respect to deposits or advances of any kind, (ii) all obligations of a Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of a Person under conditional sale or other title retention agreements relating to property acquired by such Person, (iv) all obligations of a Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business), (v) all obligations secured by any Lien on property owned or acquired by a Person or in which a Person has an interest, whether or not the obligations secured thereby have been assumed by such Person, (vi) all guarantees by a Person of Indebtedness of another Person, (vii) all finance lease obligations of a Person, (viii) all obligations, contingent or otherwise, of a Person as an account party in respect of letters of credit and letters of guaranty, (xi) all obligations, contingent or otherwise, of a Person in respect of bankers' acceptances and (x) all payment and performance obligations of every kind, nature and description of a Person under or in connection with hedging or swap agreements . The Indebtedness of a Person shall include the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of its ownership interest in or other relationship with such other Person, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor . 2 (f) "Lien" means a lien, security interests, mortgages, pledges or other encumbrances of any kind or nature. (g) "Maturity Date" means the later of March 23, 2026, or 60 calendar days from the date that the Principal Amount is received by the Borrower, unless
3 paid sooner under the terms hereof or subject to the right of acceleration set forth herein. (h) "Optional Conversion" has the meaning as set forth in Section 9(a). ( i ) "Payment in Full" means payment in cash of all amounts due pursuant to the Note, the conversion of all amounts due pursuant to the Note in accordance with Section 9 , or the complete satisfaction of the Note by other means as agreed by the Company and the Holder . G ) "Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity . (k) "Pledge" means the pledge of 6 , 276 , 725 shares of the Company's Common Stock as evidenced by the Pledge Agreements attached hereto as Exhibit B and Exhibit C . (1) "Principal Market" means OTCID or such other exchange or interdealer quotation system on which the Company may list the Common Stock for trading in the future as long as such exchange or interdealer quotation system is an exchange or ATS registered with the US Securities and Exchange Commission . (m) "Subsequent Placement" means the direct or indirect, issuance, offer, sale or grant of any option or right to purchase, or otherwise dispose of any of the Company's or its Subsidiaries' (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable for common shares of the Company . (n) "Subsidiary" means with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association or other Person the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with U . S . generally accepted accounting principles consistently applied ("GAAP") as of such date, as well as any other corporation, limited liability company, partnership, association or other Person (x) of which securities or other ownership interests representing more than 50 % of the equity or more than 50 % of the ordinary voting power or, in the case of a partnership, more than 50 % of the general partnership interests are, as of such date, directly or indirectly, owned, controlled or held, or (y) that is, as of such date, otherwise controlled, directly or indirectly, by the parent or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent .
4 (o) "Transaction Documents" means this Note and any other documents, and certificates executed and or delivered in connection with such documents. 2. LOANANDTERMSOFPAYMENT . (a) Loan. ( i ) Promise to Pay . Company promises to pay to Holder, in lawful money of the United States of America, the aggregate unpaid principal amount and any accrued and unpaid Interest thereon on the Maturity Date if the Note has not been converted as provided herein . (b) Interest Rates, Payments, and Calculations. ( i ) Interest . All Obligations shall bear interest at a rate equal to fifteen percent ( 15 % ) per annum computed on the basis of the actual number of days elapsed and a year of 365 / 6 days . (ii) Default Rate . All Obligations shall only bear interest from and after the occurrence and during the continuance of an Event of Default under Section 6 , at a rate equal to eighteen percent ( 18 % ) per annum on the basis of the actual number of days elapsed and a year of 365 / 6 days (the "Default Rate") . (iii) Payments . Interest hereunder shall be due and payable on the Maturity Date by the issuance of Common Stock or in Cash at the option of the Investor in accordance with Section 9 . (c) Crediting Payments . Unless an Event of Default has occurred and is continuing, unless otherwise agreed or required by applicable law, payments will be applied to the loan in the following order : ( 1 ) interest ; ( 2 ) principal ; and ( 3 ) charges, fees, and penalties . After the occurrence and during the continuance of an Event of Default, Holder shall have the right, in its sole discretion, to immediately apply any payment Holder may receive to conditionally reduce Obligations in any order it sees fit . Notwithstanding anything to the contrary contained herein, any wire transfer or payment received by Holder after 5 : 00 PM Eastern time shall be deemed to have been received by Holder as of the opening of business on the immediately following Business Day . Whenever any payment to Holder under the Transaction Documents would otherwise be due (except by reason of acceleration) on a date that is not a Business Day, such payment shall instead be due on the next Business Day, and additional fees, as the case may be, shall accrue and be payable for the period of such extension . 3. TERM . This Note shall become effective on the date hereof and shall continue in full force and effect for so long as any Obligations remain outstanding.
5 4. CONDITIONS OF LOAN . (a) Conditions Precedent to Loan . The obligation of the Holder to make the Initial Advance is subject to the condition precedent that Holder shall have received, in form and substance satisfactory to Holder, the following : (i) this Note; (ii) the Pledge Agreement; and (iii) an officer's certificate of the Company with respect to incumbency and resolutions authorizing the execution and delivery of the Transaction Documents . 5. PREPAYMENTS . The Borrower shall not have the right to prepay the Note in whole or in part prior to the Maturity Date . This paragraph shall not limit the Holder's ability to convert the Note prior to the Maturity Date in accordance with Section 9 (a) . 6. EVENTS OF DEFAULT . The Holder shall notify the Company in writing whenever the Company is in default and give the Company a 10 - business - day period to cure such default, at which point the unpaid Principal hereof and all other amounts payable hereunder and under any other Transaction Document shall become immediately due and payable without further notice, protest, presentment, demand or other formalities of any kind, all of which the Company expressly waives, if any of the following events (each an "Event of Default") shall occur : (a) the Company or any Subsidiary of the Company shall fail to observe or perform any other covenant, obligation, condition, or agreement contained in this Note or any other Transaction Document and such failure in the case of such other Transaction Document shall continue for ten ( 10 ) calendar days ; or (b) any representation or warranty made or furnished by or on behalf of the Company or any Subsidiary of the Company to the Holder in writing in or in connection with this Note, any other Transaction Document shall be false, incorrect, incomplete or misleading in any material respect when made or furnished ; or (c) the Company or any Subsidiary of the Company shall: ( i ) apply for, consent to or acquiesce in the appointment of a receiver, trustee, liquidator, custodian or similar official of itself or of all or any material part of its property ; or (ii) be unable or admit in writing its inability to pay its debts generally as they mature; or (iii) make a general assignment for the benefit of its or any of its creditors; or
6 ( iv ) be dissolved or liquidated in full or in part; or (v) commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or consent to or acquiesce in any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it ; or ( vi ) be adjudicated a bankrupt or insolvent; or (vii) take or approve any action for the purpose of effecting any of the foregoing; or (d) a petition in bankruptcy or seeking liquidation, reorganization or other relief with respect to the debts of the Company or any Subsidiary of the Company, or to take advantage of any bankruptcy, insolvency or other similar law now or hereafter in effect, shall be filed by or against the Company or any such Subsidiary, and, if filed without the consent or acquiescence of the Company or such Subsidiary, is not dismissed by the earlier of (i) the date on which an order for relief is entered and (ii) sixty ( 60 ) days from the filing of such petition ; or (e) the Company or a Subsidiary of the Company shall default in the payment of any other Indebtedness in a principal amount in excess of $ 50 , 000 when and as the same shall become due and payable (without giving effect to any extensions, waivers, amendments or other modifications of the due date but excluding any default by any Subsidiary to make any payment as a result of compliance with a subordination agreement entered into with the Holder), or any event or condition occurs (after giving effect to any applicable grace periods and after giving effect to any extensions, waivers, amendments or other modifications of any applicable provision or agreement) that results in any such Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause, with the giving of an acceleration or similar notice if required, any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity ; or (f) one or more judgments for the payment of money in an aggregate amount (not paid or covered by insurance) in excess of $ 50 , 000 shall be rendered against the Company or a Subsidiary of the Company and (i) the same shall remain undischarged for a period of 30 consecutive days from the entry thereof during which execution shall not be effectively stayed or bonded, or (ii) any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Company or any such Subsidiary to enforce any such judgment ; or
7 (g) Delisting from its Principal Market, not including if it is conjunction with listing on a National Market System Exchange. 7. COVENANTS. Until the Payment in Full of this Note, the Company covenants and agrees with the Holder that it: (a) will deliver to the Holder (i) simultaneously with the delivery thereof to the holders of any of its Capital Stock, a consolidated statement of cash flows for the Company and its Subsidiaries and any other financial statements or information provided to the holders of its Capital Stock, (ii) within 50 days after the end of each fiscal quarter and 105 days after the fiscal year end, an audited consolidated statement of profit and loss of the Company and its Subsidiaries, certified by one of its executive officers as being true, accurate and complete in all material respects and (iii) promptly following any request therefor, such other information regarding the business affairs or financial position of the Company or any Subsidiary thereof, or compliance with the terms of this Note, the Transaction Documents, as the Holder may reasonably request . The filing of reports under the Securities Exchange Act of 1934 containing such information shall satisfy this Section 7 (a) ; (b) will promptly, and in any event within three calendar days, notify the Holder of any event or condition that (i) constitutes, or with any notice and/or lapse of time would constitute, an Event of Default or (ii) results in or could reasonably be expected to result in a material adverse effect on (x) the business, operations, property or condition (financial or otherwise) of the Company or of the Company and its Subsidiaries taken as a whole or (y) the rights and remedies, taken as a whole, of the Holder under this Note, the Transaction Documents (a "Material Adverse Effect") . (c) will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business except, in each case (other than the case of the foregoing requirements insofar as they relate to the legal existence of the Company and its Subsidiaries), to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Effect . (d) will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect .
8 (e) except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted and except for surplus and obsolete properties, and (b) maintain, with financially sound and reputable insurance companies, insurance on such of its property and in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. (f) will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect . (g) will not, and will not permit any of its Subsidiaries to, (i) sell, lease, transfer or otherwise dispose of (in one transaction or a series of transactions) all or substantially all of its assets or the assets of the Company and its Subsidiaries taken as a whole or (ii) merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve . (h) will not, without the prior written consent of the Holder, enter into any Change of Control transaction . For the purposes of this clause, "Change of Control" means any transaction or series of transactions in which any Person or group of Persons (as such term is defined in Section 13 (d)( 3 ) or 14 (d)( 2 ) of the Securities Exchange Act of 1934 , as amended), directly or indirectly, acquires or gains control of a majority of the voting power of the Company's outstanding Capital Stock or a majority of the Company's assets, whether by merger, consolidation, sale of assets, or otherwise . ( i ) will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, (i) any officer, director or related party thereto (''Affiliates"), (ii) a spouse or any relative (by blood, adoption or marriage) within the third degree of any such Affiliate or (iii) any other Person which is an Affiliate of any such spouse or relative, except (x) in the ordinary course of business at prices and on terms and conditions, in the aggregate (taking into account all of the Company's or such Subsidiary's transactions with, and the benefits to the Company and its Subsidiaries derived from the Company's or such Subsidiary's investment in, such Affiliate), not less favorable to the Company or such Subsidiary than could be obtained on an arm's - length basis from unrelated third parties, excluding customary compensation paid to, and indemnity provided on behalf of, directors, officers and employees of the Company and any Subsidiary .
9 G ) will not, and will not permit any of its Subsidiaries to, (i) declare or make, or agree to pay or make, directly or indirectly, any dividend or other distribution (whether in cash, securities or other property) with respect to any security or ownership interests representing equity of the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such security or ownership interests or any option, warrant or other right to acquire any such security or ownership interests or (ii) make any payment on account of Indebtedness except in accordance with a Subordination Agreement or in accordance with the SBA Loan and the Parallel Offering . (k) issue any other securities that would cause a breach or default under this Note. 8. SUBSEQUENT PLACEMENT EXCHANGE RIGHT. (a) At any time on or after the Issuance Date, if the Company consummates any Subsequent Placement, the Company shall provide the Holder the right, in accordance with Section 3 (a)( 9 ) of the Securities Act of 1933 , as amended, to exchange (each, a "Subsequent Placement Exchange") all, or any part, of this Note as elected in writing by the Holder into the securities (the "Eligible Exchange Securities") issued (or to be issued, as applicable) in such Eligible Subsequent Placement (calculated as if the Exchange Value (as reduced, pro rata, for any exercises of this Note) of the portion of this Note then outstanding and elected by the Holder to be subject to such exchange (the "Exchanging Note Amount"), is credited, on a dollar - for dollar basis, against the purchase price of the applicable Eligible Exchange Securities to be acquired in such Subsequent Placement Exchange) . On or prior to the time of consummation of any Subsequent Placement, but in no event prior to the public announcement of such Subsequent Placement without the written consent of the Holder (which may be an e - mail), the Company shall deliver written notice to the Holder of the terms and conditions of such Subsequent Placement (each, an "Exchange Right Notice") . If the Holder fails to deliver a written notice electing to exchange all, or any part, of this Note into Eligible Exchange Securities on or prior to 24 hours after receipt of such Exchange Right Notice, the Holder shall not be permitted to effect such Subsequent Placement Exchange with respect to the applicable Subsequent Placement (but not with respect to any other Subsequent Placement) ; provided, that if the terms of such Subsequent Placement changes, the Company shall deliver a revised Exchange Right Notice to the Holder and the Holder (each, a "Replacement Exchange Right Notice") will have an additional 24 hours after receipt of such Replacement Exchange Right Notice to elect to effect a Subsequent Placement Exchange with respect thereto . By no later than the second ( 2 nd) Trading Day after the Holder elects to effect an exchange of the Exchange
10 Note Amount into applicable Eligible Exchange Securities in accordance herewith, the Company shall deliver such Eligible Exchange Securities to the Holder (or its designee) . (b) The provisions of this Section 8 shall apply similarly and equally to successive Subsequent Placement Exchanges and shall be applied as if this Note (and any such subsequent rights) were fully exercisable and without regard to any limitations on the exercise of this Note . 9. CONVERSION RIGHTS AND REDEMPTION RIGHTS. The Holder shall have the right to convert the principal due under this Note into Shares of the Borrower's Common Stock as set forth below. (a) Conversion. ( i ) At any time on or before the Maturity Date, the Holder may convert any outstanding and unpaid principal portion, and accrued and unpaid Interest, of this Note into fully paid and non - assessable shares of Common Stock as such stock exists on the date of issuance of this Note (such shares, the "Conversion Shares"), or any shares of capital stock of Borrower into which such Common Stock shall hereafter be changed or reclassified (the "Other Securities"), at the conversion price as defined in Section 9 (a)(ii) hereof (the "Conversion Price"), determined as provided herein, and subject to the restrictions set forth in Section 9 (f) below . Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is attached hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three ( 3 ) business days from the Conversion Date (such third day being the "Delivery Date") that number of Conversion Shares for the portion of the Note converted in accordance with the foregoing . The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of this Note to be converted, by the Optional Conversion Price . (ii) Subject to adjustment as provided in Section 9 (b) hereof, the Conversion Price per share shall be equal to the lower of 50 % of the closing bid price on the Principal Market on the Closing Date and 50 % of the average of the closing price for the Common Stock on the Principal Market for the three trading days immediately preceding the date on which the Notice of Conversion is delivered to the Company . Notwithstanding the forgoing, should the Borrower fail to pay the full amounts due on the Maturity Date the Conversion Price shall be calculated as follows :
11 (1) From one ( 1 ) to thirty ( 30 ) days following the Maturity date the Conversion Price per share shall be equal to the lower of 35 % of the closing bid price on the Principal Market on the Closing Date and 35 % of the average of the closing price for the Common Stock on the Principal Market for the three trading days immediately preceding the date on which the Notice of Conversion is delivered to the Company. (2) From thirty - one ( 31 ) to sixty ( 60 ) days following the Maturity date the Conversion Price per share shall be equal to the lower of 20 % of the closing bid price on the Principal Market on the Closing Date and 20 % of the average of the closing price for the Common Stock on the Principal Market for the three trading days immediately preceding the date on which the Notice of Conversion is delivered to the Company . (3) From sixty - one ( 1 ) days following the Maturity date until the Note is paid in full the Conversion Price per share shall be equal to the lower of 10 % of the closing bid price on the Principal Market on the Closing Date and 10 % of the average of the closing price for the Common Stock on the Principal Market for the three trading days immediately preceding the date on which the Notice of Conversion is delivered to the Company . (b) The Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 9 (a)(ii), shall be subject to adjustment from time to time upon the happening of the following certain events while this conversion right remains outstanding : ( i ) Reorganization, Consolidation, Merger, etc .: Reclassification . In case at any time or from time to time, the Company shall, effect a Fundamental Change, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Note, on the conversion hereof as provided in 9 (a) herein, at any time after the consummation of such Fundamental Change, shall receive, in lieu of the Conversion Shares (or Other Securities) issuable on such conversion prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation of a Fundamental Change if such Holder had so converted this Note, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 9 (b)(v) . If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Note, as to the unpaid principal portion thereof, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as
12 the result of such change with respect to the Common Stock immediately prior to such reclassification or other change. (ii) Dissolution . In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and property (including cash, where applicable) receivable by the Holder of this Note after the effective date of such dissolution pursuant to this Section 9 to a bank or trust company (a "Trustee") having its principal office in New York, NY, as trustee for the Holder of the Notes . (iii) Continuation of Terms . Upon any Fundamental Change or transfer (and any dissolution following any transfer) referred to in this Section 9 , this Note shall continue in full force and effect and the terms hereof shall be applicable to the Other Securities and property receivable on the conversion of this Note after the consummation of such Fundamental Change or transfer or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any other securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Note as provided in Section 9 (b)(i) . In the event this Note does not continue in full force and effect after the consummation of the transaction described in this Section 9 , then only in such event will the Company's securities and property (including cash, where applicable) receivable by the Holder of this Note be delivered to the Trustee as contemplated by Section 9 (b)(ii) . ( iv ) Share Issuance . If at any time this Note is outstanding the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the then applicable Conversion Price in respect of the Shares, without the consent of the Holders of this Note, except with respect to Excepted Issuances, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Holder so that the average per share purchase price of the shares of Common Stock issued to the Holder (of only the Conversion Shares still owned by the Holder) is equal to such other lower price per share and the Conversion Price shall automatically be reduced to such other lower price per share . For the purposes hereof, "Excepted Issuances" means any offer, issuance or agreement to issue any common stock or securities
thereafter be the Conversion Price then in effect. The Conversion 13 convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) in connection with (i) full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of the Company or other entity for which the Company has received the written consent of the Holder, (ii) the Company's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company's issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company's stock option plans and employee stock purchase plans, (iv) the conversion of this Note or the other Notes issued simultaneously herewith, and (v) as has been described in the Reports filed with the Commission or delivered to the Holder prior to the issuance of this Note (collectively, the "Excepted Issuances") . The delivery to the Holder of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock . For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance . The rights of the Holder set forth in this Section 9 (b)(iv), are in addition to any other rights the Holder has pursuant to this Note, any Transaction Document and any other agreement referred to or entered in connection herewith . (v) Extraordinary Events Regarding Common Stock . In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) subject to any Section hereof, combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall
14 Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 9 (b)(v) . The number of Conversion Shares that the Holder of this Note shall thereafter, on the conversion hereof as provided in Section 9 , be entitled to receive shall be adjusted to a number determined by multiplying the number of Conversion Shares that would otherwise (but for the provisions of this 9 (b)(v) be issuable on such conversion by a fraction of which (a) the numerator is the Conversion Price that would otherwise (but for the provisions of this Section 9 (b)(v) be in effect, and (b) the denominator is the Conversion Price in effect on the date of such conversion . ( vi ) Certificate as to Adjustments . In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion of the Notes, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Price and the number of Conversion Shares to be received upon conversion of this Note, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Note . The Company will forthwith mail a copy of each such certificate to the Holder of the Note and any transfer agent of the Company . (c) Method of Conversion . This Note may be converted by the Holder in whole or in part as described in Section 9 (a)hereof . Upon partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note which shall not have been converted or paid . (d) Conversion ofNote . ( i ) Upon the conversion of this Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue the shares in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion
15 representing the number of Conversion Shares issuable upon such conversion . The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that, unless waived by the Holder, the Conversion Shares will be free - trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration . (ii) Holder will give notice of its decision to exercise its right to convert this Note or part thereof by emailing an executed and completed Notice of Conversion (a form of which is attached as Exhibit A to the Note) to the Company followed by confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 1 lG) of this Note . The Holder will not be required to surrender this Note until this Note has been fully converted or satisfied, with each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above) . The Company will itself or cause the Company's transfer agent to transmit the Company's Common Stock representing the Conversion Shares issuable upon conversion of this Note to the Holder via express courier for receipt by such Holder on or before the Delivery Date (as defined above) . In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder, and the Holder has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements . A Note representing the balance of this Note not so converted will be provided by the Company to the Holder if requested by Holder, provided the Holder delivers the original Note to the Company . (iii) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of charges in excess of the maximum permitted by applicable law . In the event that the charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company . (e) Reservation. During the period the conversion right exists, Borrower will reserve from its authorized and unissued Common Stock a number of shares of Common Stock equal to 200% of the amount of Common Stock issuable upon the full conversion of this Note. Borrower represents that upon
16 issuance, such shares will be duly and validly issued, fully paid and non assessable . Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note . The Borrower shall provide its transfer agent with an irrevocable transfer instruction in the form of Exhibit D . (f) Maximum Conversion. (i) Notwithstanding anything to the contrary contained herein, if the Company is a reporting issuer filing periodic reports with the SEC, the number of Conversion Shares that may be acquired by the Holder upon conversion of this Note (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13 (d) of the 1934 Act, does not exceed 4 . 999 % of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion) . For such purposes, beneficial ownership shall be determined in accordance with Section 13 (d) of the 1934 Act and the rules and regulations promulgated thereunder . By written notice to the Company, a Holder may waive the provisions of this Section 9 (f)(i) as to itself but any such waiver will not be effective until the 61 st day after delivery thereof and such waiver shall have no effect on any other Holder . (ii) Notwithstanding anything to the contrary contained herein, the number of Conversion Shares that may be acquired by the Holder upon conversion of this Note (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13 (d) of the 1934 Act, does not exceed 9 . 999 % of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion) . For such purposes, beneficial ownership shall be determined in accordance with Section 13 (d) of the 1934 Act and the rules and regulations promulgated thereunder . This provision may not be waived .
17 (iii) Notwithstanding sections (i) and (ii) above, if the Company is a non reporting issuer, the number of Conversion Shares that may be acquired by the Holder upon conversion of this Note (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13 (d) of the 1934 Act, does not exceed 9 . 999 % of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion) . For such purposes, beneficial ownership shall be determined in accordance with Section 13 (d) of the 1934 Act and the rules and regulations promulgated thereunder . This provision may not be waived . (g) Short sales . The Holder shall not engage in any short selling transactions, including but not limited to short selling, short selling against the box, bear spreads, and hedging transactions, involving the common shares of the Company . 10. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the Holder the following: (a) The Company is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of its incorporate, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required . (b) The execution, delivery, and performance of the Company's obligations under this Note, the Transaction Documents, and the granting to the Holder of the Lien and security interest in the Collateral under the Security Agreement, are within the Company's corporate powers and have been duly authorized by all necessary action . (c) This Note and the other Transaction Documents have been, and upon execution and delivery in accordance with this Note each other Transaction Document will be, duly executed and delivered by the Company and constitutes (or upon execution and delivery will constitute) a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, liquidation, reconstruction, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law .
18 (d) The execution, delivery and performance of the Company's obligations under this Note, the other Transaction Documents, and the granting to the Holder of the Lien and security interest in the Collateral hereunder or thereunder, (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (ii) will not violate any applicable law or regulation or the charter, by - laws or other organizational documents of the Company or any order of any Governmental Authority, (iii) will not violate or result in a default under any indenture or any agreement or other instrument binding upon the Company its assets, or give rise to a right thereunder to require any payment to be made by the Company or any of its Subsidiaries, and (iv) will not result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries other than the Lien and security interest in favor of the Holder granted in this Note . (e) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, not previously disclosed in the Company's SEC Reports (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Note, any Transaction Document or the transactions contemplated hereby or thereby . (f) Each of the Company and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect . No event or condition that constitutes, or with any notice and/or lapse of time would constitute, an Event of Default has occurred and is continuing . (g) Neither the Company nor any of its Subsidiaries is required to be registered as an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 , as amended . (h) Each of the Company and its Subsidiaries has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all taxes required to have been paid by it, except (a) taxes that are being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary, as applicable, has set aside on its books adequate reserves to the extent required by GAAP, (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect or (c) to the extent the Company or the applicable Subsidiary has received a valid filing extension from the applicable taxing authority .
19 (i) All of the reports, information, financial statements, and certificates furnished by or on behalf of the Company and its Subsidiaries to the Holder in connection with the negotiation of this Note, the Transaction Documents or hereafter delivered hereunder do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ; provided that, with respect to projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time . 11. GENERAL . (a) Governing Law and Forum ; Waiver of Jury Trial . This Note shall be governed by and construed in accordance with the laws of the State of Florida without reference to principles of law that would require the application of the laws of any other jurisdiction . Each of the Company and the Holder hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Broward County, Florida, for the adjudication of any dispute hereunder or in connection herewith or with respect to any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim, defense or objection that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper . Notwithstanding the foregoing, nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations or to enforce a judgment or other court ruling in favor of the Holder . THE COMPANY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY . (b) Severability . In the event any one or more of the provisions contained in this Note shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein . (c) No Oral Modifications or Waivers ; Amendment . No amendment of any provision of this Note shall be effective unless it is in writing and signed by the Company and the Holder, and no waiver of any provision of this Note, and no consent to any departure therefrom, shall be effective unless it is in
20 writing and signed by the Company, the Holder and the Required Lender. Any amendment, modification or waiver so approved shall be binding upon all existing and future holders of this Note and any Other Notes; provided, however, that no such change, waiver or, as applied to any of the Notes held by any particular holder of Notes, shall, without the written consent of that particular holder, (i) reduce the amount of Principal or extend the Maturity Date, of the Notes, (ii) disproportionally and adversely affect any rights under the Notes of any holder of Notes; or (iii) modify any of the provisions of, or impair the right of any holder of Notes under, this Section 11(c). From the date hereof and while any Notes are outstanding, the Company shall not (i) treat any holder of Notes in a manner that is more favorable than to any other similarly situated holders of Notes, or (ii) treat any holder(s) of Notes in a manner that is less favorable than any other holder of Notes. (d) Use of Proceeds . The Company shall use the proceeds of the loan(s) evidenced by this Note for working capital needs and general corporate purposes . (e) Assignment and Transfer . The Holder may assign or otherwise transfer this Note and its rights hereunder to any other Person and such other Person shall thereupon become vested with all of the benefits in respect thereof granted to the Holder herein or otherwise ; provided that unless an Event of Default has occurred and is continuing, no such assignment or transfer may be made without the Company's prior written consent (which shall not be unreasonably withheld, conditioned or delayed) . Upon any such assignment or transfer, all references in this Note to the Holder shall mean the assignee of the Holder . None of the rights or obligations of the Company hereunder may be assigned, delegated or otherwise transferred without the prior written consent of the Holder in its sole and absolute discretion, and any such purported assignment, delegation or transfer without such consent of the Holder shall be null and void . (f) Binding Effect . This Note shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Holder and its successors and assigns . (g) Headings . The headings in this Note are for convenience of reference only and shall not define or limit any terms or provisions hereof . (h) No Waiver ; Cumulative Remedies . No failure on the part of the Holder to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof ; nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy . The rights and remedies of the Holder provided herein are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law .
21 (i) No Punitive Damages, etc . The Company irrevocably and unconditionally waives any right it may have to claim or recover in any legal action, suit or proceeding any special, exemplary, indirect, incidental, punitive or consequential damages . G ) Notices . All notices and other communications provided for herein shall be in writing and shall be delivered by hand or nationally recognized overnight courier service, or mailed by certified or registered mail, U . S . first class postage prepaid, (i) if to the Company to its address set forth on the signature page hereto or (ii) if to the Holder to the following addresses : 105, First Floor Waterside Property Eden Island, Seychelles With a copy to: Jonathan D. Leinwand, P.A. 18305 Biscayne Blvd., Suite 200 Aventura, FL 33160 Attn: Jonathan Leinwand, Esq. Email: jonathan@jdlpa.com The Company or the Holder may change its address by giving written notice to the other. [Signature Page Follows J
IN WITNESS WHEREOF, the Company has duly executed this Note as of the day and year first above written. = -- ---- == s.._ = - ..c:... - ...=:::.. - .:::: -- - - - - By: Name: Title: Address: 7901 4th Street N #23494 St. Petersburg, FL 33702
2 Exhibit A NOTICE OF CONVERSION (To be executed by the Holder in order to Convert the Note originally issued _, _,) TO : LAMY The undersigned hereby irrevocably elects to convert $ of the principal amount (and interest if applicable) of the above Note into Shares of Common Stock of L A MY, according to the conditions stated therein, as of the Conversion Date written below . Conversion Date: Applicable Conversion Price: Signature: Name: Amount to be converted: Amount ofNote unconverted: Conversion Price per share: Number of shares to be issued: Amount of Interest Converted: Conversion Price per share: Number of shares of to be issued: Total Number of Shares: Please issue the shares to: Broker DTC Participant Code: Account Number: $ _ $ _ $ _ $ _ $ _
Exhibit 10.1
PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of January 20 , 2026 , by and among VS Services LLC, a Delaware limited liability company (“Pledgor”) and GBII Partners Inc . , a Seychelles corporation (“Pledgee”), and L A M Y, a Wyoming corporation (“Company”) . W I T N E S S E T H : WHEREAS, in order to secure the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the Pledgor’s obligations referred to below (the “Obligations”) to the Pledgee or any successor to the Pledgee under this Agreement and the Secured Promissory Note dated January 20 , 2026 between the Pledgor and Pledgee (the “Note”), the Pledgor has agreed to irrevocably pledge to the Pledgee all of its right, title, and interest in One Million Two Hundred Seventy - Six Thousand Two Hundred Twenty - Five ( 1 , 276 , 225 ) shares of the Company’s Common Stock owned by Pledgor (the “Pledged Interest”) . NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the parties hereto agree as follows : 1. Pledge . As security for the payment and performance in full of all the Obligations, Pledgor hereby irrevocably pledges, hypothecates and sets over unto Pledgee, and grants to Pledgee, a valid first lien and security interest in the Pledged Interest . Pledgor has delivered to Pledgee simultaneously with the execution of this Agreement, share certificates representing the Pledged Interest together with an original transfer or stock power executed by Pledgor with respect thereto, medallion guaranteed or with a medallion waiver executed by the Company or has caused the Pledged Interest to be transferred to the brokerage account designated by the Pledgee . 2. Pledgor’s Covenants . Until the Obligations have been paid and satisfied in full, Pledgor will not (i) sell, assign, transfer, pledge, hypothecate, encumber or otherwise grant any interest in or to the Pledged Interest ; (ii) consent to any redemption of the Pledged Interest ; or (iii) cause the Company to issue to Pledgor any additional shares of the Company’s capital stock without the express written consent of Pledgee . Pledgor acknowledges that the funds loaned pursuant to the Note represent sufficient and adequate consideration for the covenants and obligations of Pledgor under this Agreement . 3. Representations and Warranties of Pledgor . Pledgor hereby represents and warrants to Pledgee that : (a) the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the performance, observance, and fulfillment by Pledgor of all of the terms and conditions to be performed, observed, and fulfilled under this Agreement have been duly approved and authorized by all necessary action . Pledgor has the right, power,
legal capacity, and authority to enter into and perform Pledgor's obligations under this Agreement and, to Pledgor's knowledge, no consent of any third party is necessary with respect thereto; (b) this Agreement constitutes a valid and binding obligation of the Pledgor, enforceable against Pledgor in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity (whether considered in a proceeding at law or in equity) ; (c) the execution, delivery and performance by Pledgor of this Agreement and the pledge of the Pledged Interest by Pledgor hereunder does not and will not result in any violation of any agreement, indenture, instrument, certificate of incorporation, judgment, decree, order, law, rule or regulation applicable to Pledgor ; (d) except for the lien and security interest in the Pledged Interest granted hereunder to Pledgee, Pledgor is and, until the pledge of the Pledged Interest to Pledgee, will continue to be the sole owner, beneficially and of record, of the Pledged Interest, and holds and will continue to own the Pledged Interest free and clear of all liens, claims, charges, security interests and encumbrances of every kind and nature . (e) Pledgor and the Company will defend Pledgor’s title and interest in and to the Pledged Interest against any and all liens, claims, security or other interests, rights, options or other impediments or encumbrances of any kind or nature whatsoever ; (f) the pledge of the Pledged Interest effected hereunder will vest in Pledgee the rights of Pledgor in the Pledged Interest as set forth herein, and will grant to Pledgee a valid, enforceable and perfected first lien and security interest in the Pledged Interest ; (g) the Pledged Interest consists of shares of the Company that are fully paid and non - assessable . Pledgor represents that, to the best of Pledgor's knowledge, the shares may be sold subject to compliance with applicable securities laws and any restrictions set forth in this Agreement . the representations and warranties of Pledgor contained in this Agreement shall survive the execution, delivery and performance of this Agreement until the termination of this Agreement in accordance with the provisions of Section 7 hereof . 4. Voting Rights ; Dividends and Distributions . Until the termination of this Agreement : (a) Pledgor shall be entitled to fully exercise any and all voting and/or other consensual rights and powers that would otherwise accrue to an owner of the Pledged Interest or any part thereof, except as set forth in Section 2 ; provided, however, that in the event that (i) Pledgor shall breach or otherwise fail to comply with any of the representations, warranties, 2
3 covenants or obligations under or pursuant to this Agreement and such breach or failure shall continue for five ( 5 ) business days after written notice thereof to Pledgor, which notice shall specify in reasonable detail the nature of the breach or failure, or (ii) Pledgor or the Company shall breach or otherwise default in any of their respective representations, warranties, covenants or obligations under the Note, Pledgee shall then have the right to exercise any and all voting and/or other consensual rights and powers that would otherwise accrue to an owner of the Pledged Interest . (b) All distributions, whether payable in cash, other property or securities of the Company or evidence of indebtedness of the Company that are payable or issuable with respect to the Pledged Interest shall, upon payment or issuance, be deemed to be part of the Pledged Interest . To the extent that such distributions include additional securities of the Company, such securities will be promptly delivered to Pledgee to be held by it in accordance with the provisions of this Agreement . (c) Notwithstanding Sections 4 (a) and 4 (b), the Pledgee may, from time - to - time, in its sole discretion, sell the shares comprising the Pledged Interest . For sales made prior to the maturity date 50 % of the gross proceeds of any sale shall be applied first to the accrued and unpaid interest on the Note and then to the Principal of the Note . The Pledgor shall cooperate with the Pledgee and do those things required for Pledgee to make sales as contemplated by this Section 4 (c) . Any sale of shares comprising the Pledged Interest after the Maturity Date shall be applied in accordance with Section 5 (d), below . 5. Remedies Upon Default . (a) Upon the occurrence of an Event of Default (as defined below), the Pledgee shall be entitled to vote all the Pledged Interest and receive all dividends and distributions thereon (which shall be delivered by the Company to the Pledgee), sell the Pledged Interest at a public or private sale for cash or otherwise, and otherwise exercise any and all rights and remedies available to a secured party upon default under the Uniform Commercial Code as enacted in Florida or otherwise with respect to the Pledged Interest . An “Event of Default” shall mean (i) any breach or default by Pledgor of this Agreement that remains uncured for five ( 5 ) business days after written notice, or (ii) any breach or default by Pledgor under the Note . Pledgee’s pursuit of any remedy or remedies set forth in Section 5 shall not constitute an election of remedies or preclude pursuit of any other remedy or remedies provided in this Section 5 separately, or concurrently, or in any combination . (b) In case of any sale by the Pledgee of any of the Pledged Interest on credit, or for future delivery, the shares so sold may be retained by the Pledgee until the sale price is received by the Pledgee . The Pledgee shall not incur any liability if the purchaser fails to pay for the Pledged Interest so sold . In case of any such failure, the Pledged Interest may be sold again, from time to time as determined by the Pledgee . Pledgor agrees that the sending by the Pledgee to Pledgor of written notice of the date on or after which any private sale or other intended disposition of the Pledged Interest may be made, ten ( 10 ) business days in advance of such date,
4 is considered reasonable notice . It is hereby agreed by Pledgor that a private or other sale is considered to be a commercially reasonable manner of disposition of the Pledged Interest . The Pledgee shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Interest for their own account for investment and not with a view to the distribution or sale thereof and, upon consummation of any such sale, the Pledgee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Interest so sold . Each such purchaser at any such sale shall receive the shares sold absolutely free from any claim or right on the part or in favor of Pledgor, all of which are hereby waived by Pledgor . The Pledgee shall not be obligated to make any sale of any Pledged Interest if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Interest shall have been given . The Pledgee may, upon written notice, adjourn any public or private sale or cause the same to be adjourned from time to time and such sale may be made at the time and place to which the same was so adjourned . (c) Concerning the Shares . The Pledged Interest 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 (the “Act”), or (ii) the Pledgee or its transferee 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 Act (or a successor rule) (“Rule 144 ”) . Subject to the removal provisions set forth below, until such time as the shares comprising the Pledged Interest have been registered under the 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 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 AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT 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 UNDER THE SECURITIES ACT OF 1933 , AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE PLEDGEE) , IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144 A 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 . "
5 (d) Application of Proceeds of Sale . The proceeds of any sale of the Pledged Interest pursuant to this Section 5 shall be applied by the Pledgee as follows: FIRST, to the payment of all costs and expenses incurred by Pledgee in connection with such sale and otherwise in enforcing Pledgee’s rights under this Agreement and the Note, including, but not limited to, the fees and expenses of Pledgee and the Pledgee’s legal counsel, and all other costs or expenses incurred in connection with the exercise of any right or remedy hereunder and under the Note ; SECOND, to the payment in full of the Obligations ; and THIRD, with respect to any then excess thereof, to Pledgor, his successors or assigns, or as a court of competent jurisdiction may otherwise direct . For the purposes of hereof proceeds of any sale of the Pledged Interest shall be calculated as follows : iii. i. From one ( 1 ) to thirty ( 30 ) days following the Maturity date sale proceeds shall mean that amount equal to 35 % of the gross proceeds from the sale of shares comprising the Pledged Interest . ii. From thirty - one ( 31 ) to sixty ( 60 ) days following the Maturity date sale proceeds shall mean that amount equal to 20 % of the gross proceeds from the sale of shares comprising the Pledged Interest . From sixty - one ( 61 ) days following the Maturity date until the Note is paid in full sale proceeds shall mean that amount equal to 10 % of the gross proceeds from the sale of shares comprising the Pledged Interest . (e) Liquidated Damages . Notwithstanding the foregoing, the Pledgee shall be under no obligation to sell the Pledged Interest and may retain all of the Pledged Interest as liquidated damages . (f) Grant of Power of Attorney . Pledgor hereby appoints the Pledgee, its successors and assigns, until this Agreement shall have been terminated in accordance with Section 6 , as Pledgor’s attorney - in - fact, with full power of substitution, for purposes of carrying out the provisions of this Agreement and taking any action and executing any instruments which such attorney - in - fact may deem necessary or advisable to accomplish the purposes of this Agreement, including the sale of the Pledged Interest in the name of Pledgor, which appointment as attorney - in - fact is irrevocable and coupled with an interest . 6 . Termination . This Agreement shall terminate, and all liens and security interests in the Pledged Interest shall automatically terminate and be completely released, upon the payment in full of the Obligations .
6 7. Further Assurances . Pledgor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, reassignments, agreements and instruments, as Pledgee may at any time request in connection with this Agreement or with respect to the Pledged Interest or any part thereof, and with respect to the grant to Pledgee of the lien and security interest in the Pledged Interest, or otherwise in order to better assure and confirm unto Pledgee its rights and remedies hereunder and under the Note . The Pledgee will, upon the termination of this Agreement as provided in Section 6 hereof, return the Pledged Interest held by it to Pledgor . 8. Miscellaneous. (a) Each notice, request, consent, approval or other communication required or permitted by this Agreement (the “Notices”) shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier, in each such instance against receipt thereof or sent by registered or certified mail, return receipt requested . Notices shall be deemed to have been given on the date of such personal delivery or, if sent by certified or registered mail, as aforesaid, on the third day after the date of mailing . Notices shall be addressed to the party for whom intended at his or its addresses set forth on the first page of this Agreement or to such other address as a party shall have designated by notice in writing to the other parties given in the manner provided by this Section . (b) Binding Effect ; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, executors, legal representatives, successors and permitted assigns ; provided , however , that nothing in this Agreement, express or implied, shall confer on Pledgor the right to assign any of his rights or delegate any of his obligations hereunder at any time, absent the prior written consent of Pledgee . (c) No Waiver by Pledgee . No failure on the part of Pledgee to exercise, and no delay on the part of Pledgee in exercising, any right, power or remedy under this Agreement shall operate as a waiver thereof ; nor shall any single or partial exercise by Pledgee of any right, power or remedy under this Agreement preclude any other or further exercise thereof or the exercise of any right, power or remedy . The remedies provided in this Agreement are cumulative and are not exclusive of any remedies provided by law, including any equitable remedies available to Pledgee . (d) Amendments and Waivers . No amendment, supplement or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the party to be bound thereby . (e) Applicable Law . This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, with respect to contracts made and to be fully performed therein, without giving effect to the principles of conflicts of law thereof . Pledgee and Pledgor each hereby agree that the state and federal courts located in Broward County, Florida, and any other court of competent jurisdiction selected by Pledgee,
7 shall have exclusive jurisdiction and venue over all actions and proceedings relating to this Agreement, and Pledgee and Pledgor each hereby waive the right to trial by jury and personal service in any such action, and consent to service of process in any manner permitted for Notices in Section 9 (a) hereof . Each of Pledgor and Pledgee hereby waives any defense of forum non conveniens with respect to any such action or proceeding . (f) Severability . If any term or provision of this Agreement shall be held to be illegal, invalid or unenforceable under applicable law, it shall not affect the continued legality, validity and enforceability of each remaining term and provision hereof, each of which shall continue in full force and effect . (g) Expenses . Pledgor and Pledgee shall pay all costs and expenses incurred by them relating to the negotiation, preparation and execution of this Agreement (except as otherwise provided in the Note) . In the event, however, of any action by Pledgee to enforce this Agreement, regardless of whether any legal proceeding is commenced, Pledgor, USTM and MC Classic jointly and severally agree to pay all costs and expenses, including attorneys’ fees, which are incurred by Pledgee in connection therewith . (h) Counsel . No inference, assumption or presumption shall be drawn from the fact that a party or its or his attorney prepared and/or drafted this Agreement and it shall be conclusively presumed that the parties participated equally in such preparation and drafting . The parties hereto acknowledge that their execution hereof is voluntary, that they have been advised by their respective counsel as to all of the provisions hereof and that, in executing this Agreement, each is not relying on any inducements, promises or representations made by the other party or its or his representatives, except as shall be expressly set forth herein . (i) Entire Agreement . This Agreement sets forth the entire agreement of the parties hereto with regard to the subject matter hereof (except for the applicable provisions of the Note) and supersedes and replaces all prior agreements and understandings, oral or written, with regard to such matters . (j) Counterparts . This Agreement may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed an original, but all of which when taken together, shall constitute one and the same instrument, and this Agreement may be completed by facsimile transmission, which transmission will be deemed to be an original and considered fully legal and binding on each of the signatories hereto . [SIGNATURES FOLLOW ON NEXT PAGE]
S i gna t u re _ Print Name Signature Print Name COMPANY L A M Y IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. WITNESS: PLEDGOR: VS SERVICES LLC _______________________________ m By: Na e: Richard Houraney Title: Manager WITNESS: Signature Print Name PLEDGEE: GB II PARTNERS INC. WITNESS: By: Name Title: y: ______________________________ am Matthew Dwyer B _ N e: Title: Chief Executive Officer 8
Exhibit 10.2
PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of January 20 , 2026 , by and among EXOUSIA PRO HOLDING MANAGEMENT, LLC, a Florida limited liability company ("Pledgor"), and GBII Partners Inc . , a Seychelles corporation ("Pledgee"), and L A M Y, a Wyoming corporation ("Company") . WITNESSETH: WHEREAS, in order to secure the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the Pledgor' s obligations referred to below (the "Obligations") to the Pledgee or any successor to the Pledgee under this Agreement and the Secured Promissory Note dated January 20 , 2026 between the Pledgor and Pledgee (the "Note"), the Pledgor has agreed to irrevocably pledge to the Pledgee all of its right, title and interest in Five Million ( 5 , 000 , 000 ) shares of the Company's restricted Common Stock owned by Pledgor (the "Pledged Interest" or the "Shares") . NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the parties hereto agree as follows : 1. Pledge . As security for the payment and performance in full of all the Obligations, Pledgor hereby irrevocably pledges, hypothecates and sets over unto Pledgee, and grants to Pledgee, a valid first lien and security interest in the Pledged Interest . Pledgor has delivered to Pledgee simultaneously with the execution of this Agreement, the certificate(s) for the Pledged Interest or the book entry statement for the Shares, together with an original transfer or stock power executed by Pledgor with respect thereto, medallion guaranteed or with a medallion waiver from the Company and acceptable to the Transfer Agent . 2. Pledgor's Covenants . Until the Obligations have been paid and satisfied in full, Pledgor will not (i) sell, assign, transfer, pledge, hypothecate, encumber or otherwise grant any interest in or to the Pledged Interest ; (ii) consent to any redemption of the Pledged Interest ; or (iii) cause the Company to issue to Pledgor any additional shares of the Company's capital stock without the express written consent of Pledgee. Pledgor acknowledges that the funds loaned pursuant to the Note represent sufficient and adequate consideration for the covenants and obligations of Pledgor under this Agreement. 3. Representations and Warranties of Pledgor . Pledgor hereby represents and warrant to Pledgee that : (a) the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the performance, observance, and fulfillment by Pledgor of all of the terms and conditions to be performed, observed, and fulfilled under this Agreement have been duly approved and authorized by all necessary action . Pledgor has the right, power,
legal capacity, and authority to enter into and perform Pledgor's obligations under this Agreement and, to Pledgor's knowledge, no consent of any third party is necessary with respect thereto; (b) this Agreement constitutes a valid and binding obligation of the Pledgor, enforceable against Pledgor in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity (whether considered in a proceeding at law or in equity) ; (c) the execution, delivery and performance by Pledgor of this Agreement and the pledge of the Pledged Interest by Pledgor hereunder does not and will not result in any violation of any agreement, indenture, instrument, certificate of incorporation, judgment, decree, order, law, rule or regulation applicable to Pledgor ; (d) except for the lien and security interest in the Pledged Interest granted hereunder to Pledgee, Pledgor is and, until the pledge of the Pledged Interest to Pledgee, will continue to be the sole owner, beneficially and of record, of the Pledged Interest, and holds and will continue to own the Pledged Interest free and clear of all liens, claims, charges, security interests and encumbrances of every kind and nature . (e) Pledgor acquired the Pledged Interest on November 17 , 2025 , pursuant to the Plan and Agreement of Reorganization between the Company and Exousia Ai, Inc . Pledgor and the Company shall defend Pledgee's and Pledgor's title and interest in and to the Pledged Interest against any and all liens, claims, security or other interests, rights, options or other impediments or encumbrances of any kind or nature whatsoever ; (f) the pledge of the Pledged Interest effected hereunder will vest in Pledgee the rights of Pledgor in the Pledged Interest as set forth herein, and will grant to Pledgee a valid, enforceable and perfected first lien and security interest in the Pledged Interest ; and (g) the representations and warranties of Pledgor contained in this Agreement shall survive the execution, delivery and performance of this Agreement until the termination of this Agreement in accordance with the provisions of Section 7 hereof . 4. Voting Rights; Dividends and Distributions. Until the termination of this Agreement: (a) Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers that would otherwise accrue to an owner of the Pledged Interest or any part thereof, except as set forth in Section 2 ; provided, however, that in the event that (i) Pledgor shall breach or otherwise fail to comply with any of the representations, warranties, covenants or obligations under or pursuant to this Agreement and such breach or failure shall continue for five ( 5 ) business days after written notice thereof to Pledgor, which notice shall specify in reasonable detail the nature of the breach or failure, or (ii) Pledgor or the Company 2
3 shall breach or otherwise default in any of their respective representations, warranties, covenants or obligations under the Note, or (iii) an Event of Default (as defined in Section 5 ) shall occur, Pledgee shall then have the right to exercise any and all voting and/or other consensual rights and powers that would otherwise accrue to an owner of the Pledged Interest, and Pledgor's voting rights shall immediately terminate . (b) All distributions, whether payable in cash, other property or securities of the Company or evidence of indebtedness of the Company that are payable or issuable with respect to the Pledged Interest shall, upon payment or issuance, be deemed to be part of the Pledged Interest . To the extent that such distributions include additional securities of the Company, such securities will be promptly delivered to Pledgee to be held by it in accordance with the provisions of this Agreement . 5. Remedies Upon Default . (a) Upon the occurrence of an Event of Default (as defined below), the Pledgee shall be entitled to vote all the Pledged Interest and receive all dividends and distributions thereon (which shall be delivered by the Company to the Pledgee), sell the Pledged Interest at a public or private sale for cash or otherwise, and otherwise exercise any and all rights and remedies available to a secured party upon default under the Uniform Commercial Code as enacted in Florida or otherwise with respect to the Pledged Interest . An "Event of Default" shall mean (i) any breach or default by Pledgor of this Agreement that remains uncured for five ( 5 ) business days after written notice, or (ii) any breach or default by Pledgor under the Note . Pledgee' s pursuit of any remedy or remedies set forth in Section 6 shall not constitute an election of remedies or preclude pursuit of any other remedy or remedies provided in this Section 6 separately, or concurrently, or in any combination . (b) In case of any sale by the Pledgee of any of the Pledged Interest on credit, or for future delivery, the shares so sold may be retained by the Pledgee until the sale price is received by the Pledgee . The Pledgee shall not incur any liability if the purchaser fails to pay for the Pledged Interest so sold . In case of any such failure, the Pledged Interest may be sold again, from time to time as determined by the Pledgee . Pledgor agrees that the sending by the Pledgee to Pledgor of written notice of the date on or after which any private sale or other intended disposition of the Pledged Interest may be made, ten ( 10 ) business days in advance of such date, is considered reasonable notice . It is hereby agreed by Pledgor that a private or other sale is considered to be a commercially reasonable manner of disposition of the Pledged Interest . The Pledgee shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Interest for their own account for investment and not with a view to the distribution or sale thereof and, upon consummation of any such sale, the Pledgee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Interest so sold . Each such purchaser at any such sale shall receive the shares sold absolutely free from any claim or right on the part or in favor of Pledgor, all of which are hereby waived by Pledgor . The Pledgee shall not be obligated to make any sale of any Pledged Interest if it shall determine not
4 to do so, regardless of the fact that notice of sale of such Pledged Interest shall have been given. The Pledgee may, upon written notice, adjourn any public or private sale or cause the same to be adjourned from time to time and such sale may be made at the time and place to which the same was so adjourned. (c) Concerning the Shares . The Pledged Interest may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Pledgee or its transferee 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 Act (or a successor rule) ("Rule 144 ") . 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 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 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 AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS . THE SECURITIES MAYNOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 , AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE LENDER) , IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144 A 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 . " (c) Application of Proceeds of Sale . The proceeds of any sale of the Pledged Interest pursuant to this Section 5 shall be applied by the Pledgee as follows : FIRST, to the payment of all costs and expenses incurred by Pledgee in connection with such sale and otherwise in enforcing Pledgee's rights under this Agreement and the Note, including, but not limited to, the fees and expenses of Pledgee and the Pledgee's legal counsel, and all other costs or expenses incurred in connection with the exercise of any right or remedy hereunder and under the Note ;
5 SECOND, to the payment in full of the Obligations; and THIRD, with respect to any then excess thereof, to Pledgor, his successors or assigns, or as a court of competent jurisdiction may otherwise direct. (d) Liquidated Damages . Notwithstanding the foregoing, the Pledgee shall be under no obligation to sell the Pledged Interest and may retain such Pledged Interest as liquidated damages . (e) Grant of Power of Attorney . Pledgor hereby appoints the Pledgee, his successors and assigns, until this Agreement shall have been terminated in accordance with Section 6 , as Pledgor' s attorney - in - fact, with full power of substitution, for purposes of carrying out the provisions of this Agreement and taking any action and executing any instruments which such attorney - in - fact may deem necessary or advisable to accomplish the purposes of this Agreement, including the sale of the Pledged Interest in the name of Pledgor, which appointment as attorney - in - fact is irrevocable and coupled with an interest . 6. Termination . This Agreement shall terminate, and all liens and security interests in the Pledged Interest shall automatically terminate and be completely released, upon the payment in full of the Obligations . 7. Further Assurances . Pledgor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, reassignments, agreements and instruments, as Pledgee may at any time request in connection with this Agreement or with respect to the Pledged Interest or any part thereof, and with respect to the grant to Pledgee of the lien and security interest in the Pledged Interest, or otherwise in order to better assure and confirm unto Pledgee its rights and remedies hereunder and under the Note . The Pledgee will, upon the termination of this Agreement as provided in Section 6 hereof, return the Pledged Interest held by it to Pledgor . 8. Miscellaneous. (a) Each notice, request, consent, approval or other communication required or permitted by this Agreement (the "Notices") shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier, in each such instance against receipt thereof or sent by registered or certified mail, return receipt requested . Notices shall be deemed to have been given on the date of such personal delivery or, if sent by certified or registered mail, as aforesaid, on the third day after the date of mailing . Notices shall be addressed to the party for whom intended at his or its addresses set forth on the first page of this Agreement or to such other address as a party shall have designated by notice in writing to the other parties given in the manner provided by this Section . (b) Binding Effect ; Assignment . This Agreement shall be binding upon and mure to the benefit of the parties hereto, and their respective heirs, executors, legal
6 representatives, successors and permitted assigns ; provided, however, that nothing in this Agreement, express or implied, shall confer on Pledgor the right to assign any of his rights or delegate any of his obligations hereunder at any time, absent the prior written consent of Pledgee . (c) No Waiver by Pledgee . No failure on the part of Pledgee to exercise, and no delay on the part of Pledgee in exercising, any right, power or remedy under this Agreement shall operate as a waiver thereof ; nor shall any single or partial exercise by Pledgee of any right, power or remedy under this Agreement preclude any other or further exercise thereof or the exercise of any right, power or remedy . The remedies provided in this Agreement are cumulative and are not exclusive of any remedies provided by law, including any equitable remedies available to Pledgee . (d) Amendments and Waivers . No amendment, supplement or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the party to be bound thereby . (e) Applicable Law . This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, with respect to contracts made and to be fully performed therein, without giving effect to the principles of conflicts of law thereof . Pledgee and Pledgor each hereby agree that the state and federal courts located in Broward County, Florida, and any other court of competent jurisdiction selected by Pledgee, shall have exclusive jurisdiction and venue over all actions and proceedings relating to this Agreement, and Pledgee and Pledgor each hereby waive the right to trial by jury and personal service in any such action, and consent to service of process in any manner permitted for Notices in Section 9 (a) hereof . Each of Pledgor and Pledgee hereby waives any defense of forum non conveniens with respect to any such action or proceeding . (f) Severability . If any term or provision of this Agreement shall be held to be illegal, invalid or unenforceable under applicable law, it shall not affect the continued legality, validity and enforceability of each remaining term and provision hereof, each of which shall continue in full force and effect . (g) Expenses . Pledgor and Pledgee shall pay all costs and expenses incurred by them relating to the negotiation, preparation and execution of this Agreement (except as otherwise provided in the Note) . In the event, however, of any action by Pledgee to enforce this Agreement, regardless of whether any legal proceeding is commenced, Pledgor, USTM and MC Classic jointly and severally agree to pay all costs and expenses, including attorneys' fees, which are incurred by Pledgee in connection therewith . (h) Counsel . No inference, assumption or presumption shall be drawn from the fact that a party or its or his attorney prepared and/or drafted this Agreement and it shall be conclusively presumed that the parties participated equally in such preparation and drafting . The parties hereto acknowledge that their execution hereof is voluntary, that they have been advised by their respective counsel as to all of the provisions hereof and that, in executing this Agreement,
7 each is not relying on any inducements, promises or representations made by the other party or its or his representatives, except as shall be expressly set forth herein. (i) Entire Agreement . This Agreement sets forth the entire agreement of the parties hereto with regard to the subject matter hereof (except for the applicable provisions of the Note) and supersedes and replaces all prior agreements and understandings, oral or written, with regard to such matters . G) Counterparts . This Agreement may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed an original, but all of which when taken together, shall constitute one and the same instrument, and this Agreement may be completed by facsimile transmission, which transmission will be deemed to be an original and considered fully legal and binding on each of the signatories hereto . [SIGNATURES FOLLOW ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. 8 WITNESS : @tad Signature PLEDGOR: EXOUSIA PRO HOLDING MANAGEMENT, LLC - Tom Roland ----- PrintName Title: Manager _ Richard Hourane y _ Print Name WITNESS: Signature PLEDGEE: Print Name COMPANY LAMY By: _ Nam e ------------- Title: ------------- B y : , _ .<....>a< :.=... - - = -- = - -- - ---- = = .....,.. . - - - ------- Name : ----- Title: Presicent
Exhibit 10.3
Docusign Envelope ID: 117C28AC - 7ADA - 471E - A016 - 3FA240F97C49 IRREVOCABLE TRANSFER AGENT INSTRUCTIONS VStock Transfer LLC 18 Lafayette Place Woodmere, NY Ladies and Gentlemen: LAMY, a Wyoming corporation (the "Company") and GB II Partners Inc . (collectively with its affiliates, successors and assigns, the "Lender"), have entered into a convertible promissory note in the principal amount as of the date hereof of $ 250 , 000 . 00 (the "Note") . A copy of the Note is attached hereto . VStock Transfer, as the registrar and transfer agent (the "Transfer Agent") for the Company's common stock (the "Common Stock"), the Company requests that you familiarize yourself with your issuance and delivery obligations contained in the Note . Capitalized terms used but not defined in this instruction letter shall have the meanings ascribed to them in the Note as the case may be . Notwithstanding anything herein to the contrary, the instructions herein shall also apply to the issuance of, and removal of restrictive legend from, any shares of the Company's common stock related to any amendment or settlement entered into between the Company and the Lender with respect to the Note . You are hereby irrevocably authorized, directed and instructed to reserve a sufficient number of shares of Common Stock, to provide for the issuance of a number of shares of Common Stock into which the Note is convertible into (each the "Conversion Shares") (initially 3 , 333 , 334 shares of Common Stock) (the "Reserved Amount") . Pursuant to the terms of the Note, the Reserved Amount shall be recalculated and adjusted, and in addition the Reserved Amount may be increased, from time to time, by written instructions of the Lender . Any shares reserved hereunder may be utilized by the Lender to satisfy the Company's obligations under the Agreement or Note, and the transfer agent must issue any such shares within three ( 3 ) business days of request from Lender, without the need for any action or confirmation by the Company . In the event that the issuer is in arrears, VStock Transfer will require payment of the balance due in addition to the conversion fees from either the issuer or the funding source . In no event shall the Transfer Agent be required to issue and deliver share certificates without prior payment of its fees for the certificates to be issued . The ability of the Lender to convert the Note into Conversion Shares in a timely manner is a material obligation of the Company pursuant to the Note . You are therefore irrevocably authorized, directed, and instructed to issue the Conversion Shares to the Lender as provided herein (without any restrictive legend, either in certificated fonn or through the facilities of the Depository Trust Company as requested by the Lender) upon the presentation by the Lender of customary documentation as described below without any further action or confirmation by the Company . The transfer agent shall issue the Conversion Shares within three ( 3 ) business days of your receipt from the Lender of : (A) a notice of conversion of the Note (a "Conversion Notice") executed by the Lender ; and (B) an opinion of counsel to the Company or the Lender, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Conversion Shares issued to the Lender pursuant to the Conversion Notice are not "restricted securities" as defined in Rule 144 or other applicable exemption and should be issued to the Lender without any restrictive legend . The transfer agent must issue the shares of common stock to the Lender, pursuant to this letter, despite any threatened or ongoing dispute between the Company and Lender, unless the Company provides a certified copy of a valid court order prohibiting such issuance prior to the issuance deadline for the respective conversion . The Transfer Agent will not be responsible for any of the numbers or calculations provided in the Conversion Notice . In the event that the Reserved Amount is insufficient to accommodate the number of Conversion Shares to be issued pursuant to any Conversion Notice, the Company agrees and directs that you issue the Conversion Shares that may be in excess of the Reserved Amount using all then available authorized, but unissued shares of Common Stock . 1
2 Docusign Envelope ID: 117C2SAC - 7ADA - 471E - A016 - 3FA240F97C49 The Company hereby requests and directs that your firm act immediately, without delay and without the need for any action or confirmation by the Company with respect to the issuance of Conversion Shares pursuant to any Conversion Notice received from the Lender . You are directed to not delay in processing any Conversion Notice owing to the fact that the Company is in arrears of its fees and other monies owed to your firm, and you acknowledge that you will not so delay any Conversion Notice processing . If at the time a Conversion Notice is delivered to your firm the Company is then in arrears to your firm, or has been placed on credit hold, Lender shall have the right as a condition to such processing to pre - pay the full cost of processing the Conversion Notice . The Transfer Agent is hereby authorized and directed to promptly disclose to the Lender without any additional confirmation from the Company, after Lender's request from time to time, the total number of shares of common stock issued and outstanding, cost basis on any issuance of the Company's common stock, total number of shares of common stock in the float, total number of shares of common stock that are authorized but unissued and unreserved, and number of shares of the Company's commori stock held in reserve for the Lender . The Transfer Agent is also authorized to, without any additional confirmation from the Company, release any information you deem necessary towards the processing, clearing and settlement of the shares arising from this reservation, as well as effectuate a transfer of all or a portion of the shares of common stock reserved hereunder to any third party if directed to do so by Lender . The Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability, damage, claim, or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence or in bad faith (which gross negligence or bad faith must be determined by a final, non - appealable order, judgment, decree or ruling of a court of competent jurisdiction) . You shall have no liability to the Company in respect to any action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel . The Board of Directors of the Company has approved the foregoing irrevocable instructions . The Company agrees that in the event that you resign or are terminated or removed as the Company's transfer agent, the Company shall engage a suitable replacement transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and conditions of these irrevocable instructions within five ( 5 ) days of such event . The Company shall not terminate the Transfer Agent as the Company's transfer agent without a signed consent from the Lender . The Lender is intended to be and is a third - party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be made without the signed written consent of the Lender . Except from and after the date that you resign or are terminated or removed as the Company's transfer agent, these irrevocable instructions may not be repealed, withdrawn or countermanded by the Company without the prior written consent of the Lender . The Company acknowledges that the Lender is relying on the representations and covenants made by the Company in this agreement and that the representations and covenants contained in this agreement constitute a material inducement to the Lender purchasing the Note and the Warrant . The Company further acknowledges that without such representations and covenants of the Company, the Lender would have purchased neither the Note or the Warrant . The Lender is an intended third - party beneficiary of this agreement . The parties hereto specifically acknowledge and agree that in the event of a breach or threatened breach by a party hereto of any provision hereof, the Lender will be irreparably damaged, and that damages at law would be an inadequate remedy if this Letter were not specifically enforced . Therefore, in the event of a breach or threatened breach of this agreement, the Lender shall be entitled, in addition to all other rights or remedies, to an injunction restraining such breach, without
3 Docusign Envelope ID: 117C28AC - 7ADA - 471E - A016 - 3FA240F97C49 being required to show any actual damage or to post any bond or other security, or to a decree for a specific performance of the provisions of this letter. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly or indirectly pursuant to or under this agreement shall be brought solely in a federal or state court located in the State of New York . By its execution hereof, the parties hereto covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York . The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto . [Signature page to follow]
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Docusig n Envelope ID : 117C28AC - 7ADA - 471 E - A0 16 - 3FA240F97C49 [SIGNATURE PAGE TO TRANSFER AGENT LETTER} Very trul y yours , LAMY ' "'" ' '" By: fl.toJf - Dw u - Name : a1WP l!>?t "%98 r Title: C hi ef E xec uti ve Officer Acknowledged and Agreed as of the date first written above: VStock Transfer S i gned: - r - -- l,, - &_ - ,..,,, ;;:,.u - + - t ,,£ - ---- ' - - - B y - : ' - "# - .,..,.....,,_ - '=P H _ _ _ _ _ Title: - + - ,,..... _,_....,.. . _ _ .....,.. _ _
EXHIBIT A (Note) [EXHIBIT A TO TRANSFER AGENT LETTER]
Exhibit 10.4
RESCISSION AGREEMENT AND MUTUAL RELEASE
This Rescission Agreement and Mutual Release (the “Agreement”) is entered into as of March 10, 2026, by and between Exousia Bio, Inc., formerly L A M Y, a Wyoming corporation (“LMMY”), and Progenicyte Japan CO., LTD., a Japanese corporation (“Progenicyte”). LMMY and Progenicyte are collectively referred to herein as the “Parties”, each a “Party”.
RECITALS
WHEREAS, pursuant Plan and Agreement of Reorganization (the “Reorganization Agreement”) dated as of November 11, 2025, among LMMY and the shareholders of Exousia Ai, Inc., a Florida corporation, with one of such shareholders being Progenicyte, Progenicyte was issued 21,000,000 shares of LMMY common stock (the “Reorganization Shares”); and
WHEREAS, it has come to the attention of the Parties that the issuance of the Reorganization Shares to Progenicyte was based on a mistake of fact; and
WHEREAS, in light of the foregoing, the Parties have determined that it is in their respective best interests to rescind the Reorganization Agreement only as it relates to Progenicyte, and to have each of the Parties returned to their statuses quo ante.
AGREEMENT
WHEREFORE, for good and adequate consideration and subject to all of the terms and conditions herein contained, it is agreed, among the Parties, as follows:
1. Accuracy of Recitals. The Parties agree that the statements made above in the Recitals to this Agreement are true and accurate.
2. Rescission of the Reorganization Agreement as to Progenicyte. At the Effective Time (defined below), upon the terms and subject to the conditions set forth herein, LMMY and Progenicyte, and each of them, agree to rescind the Reorganization Agreement as to Progenicyte, but not as to the other parties to the Reorganization Agreement, the Reorganization Agreement being of no further force or effect as to LMMY and Progenicyte.
In conjunction with such rescission, Progenicyte shall return to LMMY for cancellation all of the Reorganization Shares and Progenicyte shall have no further claim with respect to the Reorganization Shares and Progenicyte undertakes to execute such documents and to take such actions as may be necessary for LMMY to effect the cancellation of the Reorganization Shares.
3. Effective Time. The Effective Time of this Agreement shall be upon the mutual execution of this Agreement.
4. Releases.
4.1 Release by LMMY. At the Effective Time, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, LMMY specifically releases, waives and forever discharges Progenicyte, including its successors in interest, its past, present and future assigns, officers, directors, shareholders, subsidiaries, affiliates, insurers and underwriters, from any and all past and future claims, demands, actions, liabilities and causes of action, of every kind and character, whether asserted or unasserted, whether known or unknown, suspected or unsuspected, in law or in equity, for or by reason of any matter, cause or thing whatsoever, arising out of the claims asserted by LMMY prior to the date of mutual execution of this Agreement from the beginning of time.
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4.2 Release by Progenicyte. At the Effective Time, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Progenicyte specifically releases, waives and forever discharges LMMY, including its successors in interest, its past, present and future assigns, officers, directors, shareholders, subsidiaries, affiliates, insurers and underwriters, from any and all past and future claims, demands, actions, liabilities and causes of action, of every kind and character, whether asserted or unasserted, whether out of the claims asserted by Progenicyte prior to the date of mutual execution of this Agreement from the beginning of time.
5. Representations and Warranties.
5.1 Of LMMY. LMMY represents and warrants to Progenicyte that:
(a) The execution and performance of this Agreement by LMMY has been duly authorized by its Board of Directors.
(b) The performance by LMMY of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of LMMY or any contractual obligation by which LMMY may be bound.
5.2 Of Progenicyte. Progenicyte represents and warrants to LMMY that:
(a) The execution and performance of this Agreement by Progenicyte has been duly authorized by its Board of Directors.
(b) The performance by Progenicyte of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of Progenicyte or any contractual obligation by which Progenicyte may be bound.
6. Legal Counsel. The Parties acknowledge that they have each had an opportunity to engage legal counsel of their choosing with respect to their entering into this Agreement.
7. No Assignment. This Agreement is not assignable in whole or in any part, and shall be binding upon the Parties, their representatives, successors or assigns.
8. Counterparts. This Agreement may be executed in multiple counterparts which shall be deemed an original. It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, if each party executes at least one counterpart.
9. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Florida.
11. Additional Documents. The Parties agree to cooperate fully and execute any and all supplementary documents and to take all additional actions which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Agreement.
| 2 |
IN WITNESS WHEREOF, LMMY and Progenicyte have caused this Agreement to be duly executed as of the date set forth above.
LMMY:
EXOUSIA BIO, INC.
(formerly L A M Y)
By: /s/ Matthew Dwyer
Matthew Dwyer
Chief Executive Officer
PROGENICYTE :
Progenicyte Japan CO., LTD.
By: /s/ Kiminobu Sugaya
Kiminobu Sugaya
Chief Executive Officer
| 3 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew Dwyer, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the period ended November 30, 2025, of Exousia Pro, Inc., formerly LAMY, a Wyoming corporation (the “registrant”);
2. 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;
3. 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 registrant as of, and for, the periods presented in this report;
4. The registrant’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 registrant 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 registrant, 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 registrant’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
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’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 registrant’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 registrant’s internal control over financial reporting.
| March 17, 2026. | |
| /s/ Matthew Dwyer | |
| Matthew Dwyer | |
|
Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew Dwyer, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the period ended November 30, 2025, of Exousia Pro, Inc., formerly LAMY, a Wyoming corporation (the “registrant”);
2. 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;
3. 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 registrant as of, and for, the periods presented in this report;
4. The registrant'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 registrant 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 registrant, 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 registrant'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
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant'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 registrant'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 registrant's internal control over financial reporting.
| March 17, 2026. | |
| /s/ Matthew Dwyer | |
| Matthew Dwyer | |
|
Chief Financial Officer (Principal Financial Officer) |
EXHIBIT 32.1
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 Quarterly Report of Exousia Pro, Inc., formerly LAMY, a Wyoming corporation (the “Company”), on Form 10-Q, for the period ended November 30, 2025, as filed with the Securities and Exchange Commission, I, Matthew Dwyer, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Quarterly 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 result of operations of the Company. |
| March 17, 2026. | |
| /s/ Matthew Dwyer | |
| Matthew Dwyer | |
|
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer) |