Common use of Exchange and Satisfaction Clause in Contracts

Exchange and Satisfaction. The Obligations are hereby surrendered by the Warrant Holder and exchanged for the Securities and other considerations according to the following terms and conditions. a. As of December 9, 2021, the Warrant Holder currently holds the following warrants. i. Warrants to purchase 76,000 shares at $0.25 (twenty-five cents) each. ii. Warrants to purchase 76,000 shares at $0.75 (seventy-five cents) each. All of the above warrants expire on January 7, 2023 have had their underlying shares registered and do not have a cashless exercise option or any anti-dilution features. b. Warrant holder agrees to exchange all of the above warrants for the following considerations: i. The 76,000 warrants currently priced at $0.25 shall be exchanged into cash and new warrants under the following terms and conditions: · new warrants to purchase 38,000 shares under the terms of any new warrants granted as a result of any financing of the Company greater than $4 Million (the “New Financing”) · a cash payment to the Warrant Holder of $3,800 for half of the 76,000 warrants (i.e., 38,000 @ $0.10 per warrant). This cash payment shall be due within ten (10) business days of closing the New Financing. ii. The 76,000 warrants currently priced at $0.75 shall be exchanged for new warrants at the same number and price but with all other terms the same as warrants resulting from the New Financing. In the event when the Company is not successful in obtaining new financing greater than $4 Million, the warrants’ terms remain unchanged and the common share warrants will expire on their original date, as set forth in section 3(a).

Exchange and Satisfaction. The Obligations are hereby surrendered by the Warrant Holder and exchanged for the Securities and other considerations according to the following terms and conditions. a. As of December 9, 2021, the Warrant Holder currently holds the following warrants. i. Warrants to purchase 76,000 100,000 shares at $0.25 (twenty-five cents) each. ii. Warrants to purchase 76,000 100,000 shares at $0.75 (seventy-five cents) each. All of the above warrants expire on January 7, 2023 have had their underlying shares registered and do not have a cashless exercise option or any anti-dilution features. b. Warrant holder agrees to exchange all of the above warrants for the following considerations: i. The 76,000 100,000 warrants currently priced at $0.25 shall be exchanged into cash and new warrants under the following terms and conditions: · new warrants to purchase 38,000 50,000 shares under the terms of any new warrants granted as a result of any financing of the Company greater than $4 Million (the “New Financing”) · a cash payment to the Warrant Holder of $3,800 5,000 for half of the 76,000 100,000 warrants (i.e., 38,000 50,000 @ $0.10 per warrant). This cash payment shall be due within ten (10) business days of closing the New Financing. ii. The 76,000 100,000 warrants currently priced at $0.75 shall be exchanged for new warrants at the same number and price but with all other terms the same as warrants resulting from the New Financing. In the event when the Company is not successful in obtaining new financing greater than $4 Million, the warrants’ terms remain unchanged and the common share warrants will expire on their original date, as set forth in section 3(a).

Exchange and Satisfaction. The Obligations are hereby surrendered by the Warrant Holder and exchanged for the Securities and other considerations according to the following terms and conditions. a. As of December 9, 2021, the Warrant Holder currently holds the following warrants. i. Warrants to purchase 76,000 100,000 shares at $0.25 (twenty-five cents) each. ii. Warrants to purchase 76,000 100,000 shares at $0.75 (seventy-five cents) each. All of the above warrants expire on January 7, 2023 have had their underlying shares registered and do not have a cashless exercise option or any anti-dilution features. b. Warrant holder agrees to exchange all of the above warrants for the following considerations: i. The 76,000 100,000 warrants currently priced at $0.25 shall be exchanged into cash and new warrants under the following terms and conditions: · new warrants to purchase 38,000 50,000 shares under the terms of any new warrants granted as a result of any financing of the Company greater than $4 Million (the “New Financing”) · a cash payment to the Warrant Holder of $3,800 5,000 for half of the 76,000 100,000 warrants (i.e., 38,000 50,000 @ $0.10 per warrant). This cash payment shall be due within ten (10) business days of closing the New Financing. ii. The 76,000 100,000 warrants currently priced at $0.75 shall be exchanged for new warrants at the same number and price but with all other terms the same as warrants resulting from the New Financing. In the event when the Company is not successful in obtaining new financing greater than $4 Million, the warrants’ terms remain unchanged and the common share warrants will expire on their original date, as set forth in section 3(a).

Exchange and Satisfaction. The Obligations are hereby surrendered by the Warrant Holder and exchanged for the Securities and other considerations according to the following terms and conditions. a. As of December 97, 2021, the Warrant Holder currently holds the following warrants. i. Warrants to purchase 76,000 496,602 shares at $0.20 (twenty cents) each. ii. Warrants to purchase 704,334 shares at $0.25 (twenty-five cents) each. iiiii. Warrants to purchase 76,000 704,334 shares at $0.75 (seventy-five cents) each. All of the above warrants expire on January 7December 31, 2023 2022, have had their underlying shares registered and do not have a cashless exercise option or any anti-dilution features. b. Warrant holder agrees to exchange all of the above warrants for the following considerations: i. The 76,000 496,602 warrants currently priced at $0.20 shall be repriced at $0.16 and their total reduced by 5%. Specifically, the Warrant Holder shall exercise 471,772 warrants at $0.16 within 15 business days of signing this agreement for a total of $75,484. ii. The 704,334 warrants currently priced at $0.25 shall be exchanged into cash and new warrants under the following terms and conditions: · new warrants to purchase 38,000 352,167 shares under the terms of any new warrants granted as a result of any financing of the Company greater than $4 Million (the “New Financing”) · a cash payment to the Warrant Holder of $3,800 35,217 for half of the 76,000 704,334 warrants (i.e., 38,000 352,167 @ $0.10 per warrant). This cash payment shall be due within ten five (10) business days of closing the New Financing. iiiii. The 76,000 704,334 warrants currently priced at $0.75 shall be exchanged for new warrants at the same number and price but with all other terms the same as warrants resulting from the New Financing. In the event when the Company is not successful in obtaining new financing greater than $4 Million, the warrants’ terms remain unchanged and the common share warrants will expire on their original date, as set forth in section 3(a).