Common use of Warranties of the Company Clause in Contracts

Warranties of the Company. The Company warrants that it is a duly formed licensed corporation, formed in the State of Colorado and currently in good standing in all respects, bearing the Colorado filing number 2013155940 and that it is fully compliant with reference to all filings required by the State of Colorado. The Company warrants that it has full authority to issue the 8,888,888 (eight million, eight hundred eighty-eight thousand, eight hundred eighty-eight) Restricted Common Stock, $0.001 par value, from its treasury and that the shares so Contemplated for issuance by this Agreement and that the issuance of such shares as are contemplated hereby shall breach no pre-existing agreement or condition. The Company further warrants that the $2,000,000 funding contemplated by this Agreement shall be used exclusively for the accounting, auditing, legal and administrative costs, and for the aforementioned acquisitional and operational costs, and for no other purpose. The Company assumes full responsibility to ensure that these funds are used for this and no other purpose. OBLIGATIONS OF THE INVESTORS Upon signature to this Agreement, Investors, jointly, shall be obligated to provide to the Company $2,000,000 USD (in total or in part pursuant to the amount subscribed herein) in good and free funds, and shall, forthwith, cause this amount of funding to be wired to the Company in accordance with the details in the enumerated wiring instructions set forth in Exhibit “A” hereto. Once the funds described above have been so wired to the credit of the Company, Investors shall have fully completed and fulfilled all of their obligations under this Agreement and shall, as a result, be entitled to receive the pro rata share issuance of the Company’s Restricted Common Stock, $0.001 par value, for a total issuance of 8,888,888 of such shares by the Company. OBLIGATIONS OF THE COMPANY Once the $2,000,000 funding amount has been received by the Company, the Company shall have the obligation to cause its Transfer Agent to issue the requisite 8,888,888 (eight million, eight hundred eighty-eight thousand, eight hundred eighty-eight) shares of the Company’s Restricted Common Stock, $0.001 par value, to each Investors on a pro rata basis pursuant to the amount subscribed. This shall amount to a total issuance of 8,888,888 shares of the Company’s Restricted Common Stock, $0.001 par value, to all of the Investors in total in conformance with the intent of this Agreement. The Company shall be obligated to ensure delivery of the said 8,888,888 (eight million, eight hundred eighty-eight thousand, eight hundred eighty-eight) shares of the Company’s Restricted Common Stock, $0.001 par value, effectuated by the Transfer Agent as requested by each individual Investor, and shall ordinate with the Transfer Agent and Investors to ensure all the satisfactory details of such share delivery are completed.

Warranties of the Company. The Company warrants that it is a duly formed and licensed corporation, formed in the State of Colorado and currently in good standing in all respects, bearing the Colorado filing number 2013155940 and that it is fully compliant with reference to all filings required by the State of Colorado. The Company also warrants that it is a fully reporting Rule 12 (g) company under the aforesaid SEC Rule and that its securities are currently traded in the public market and that it is in the process of completing all mandated filings with the SEC, the completion of such filings being the complete and sole reason for it having entered into this Agreement. The Company warrants that it has full authority to issue $5,000,000 in the 8,888,888 form of a Senior Secured Convertible Promissory Note at a rate per annum of seven and twenty-five hundredth percent (eight million, eight hundred eighty-eight thousand, eight hundred eighty-eight) Restricted Common Stock, $0.001 par value7.25%), from its treasury the date of this Senior Secured Convertible Promissory Note (“Convertible Note”), with a conversion feature into Company’s common stock at $5.00 per share. Upon conversion of the Convertible Note into Company common stock, the Noteholders would be issued 1,000,000 shares by the Company to the Investors, jointly and severally, for a total receipt of the needed $5,000,000. and that the shares so Contemplated for issuance by this Agreement and that the issuance of such shares as are contemplated hereby shall breach no pre-existing agreement or condition. The Company further warrants that the $2,000,000 5,000,000 funding contemplated by this Agreement shall be used exclusively for the accounting, auditing, legal legal, EXXXX filing, and administrative costscosts involved in completing the mandated filings with the SEC, and for the aforementioned acquisitional acquisition and operational costs, and for no other purpose. The Company assumes full responsibility to ensure that these funds are used for this and no other purposepurpose and shall allow the Investors to examine the relevant Company records to determine and ensure that the funds have been so exclusively used. OBLIGATIONS OF THE INVESTORS INVESTOR Upon signature to this Agreement, InvestorsInvestor as a participant in the Investor Group, jointly, shall be obligated to provide to the Company $2,000,000 5,000,000 USD (in total or in part pursuant to the amount subscribed herein) in good and free funds, and shall, forthwith, cause this amount of funding to be wired to the Company in accordance with the details in the enumerated wiring instructions set forth in Exhibit “AB” heretohereto or in some other form suitable to the Company as detailed in Exhibit “C”. APHE – CIA 2022 Once the funds described above have been so wired to the credit of the Company, Investors shall have fully completed and fulfilled all of their obligations, other than the ongoing obligations referred to under Warranties of Investors in this Agreement and shall, as a result, be entitled to receive the pro rata share issuance of the Company’s Restricted Common Stock, $0.001 par value, for issued a total issuance of 8,888,888 of such shares by the Company. OBLIGATIONS OF THE COMPANY Once the $2,000,000 funding amount has been received by the Company, the Company shall have the obligation to cause its Transfer Agent to issue the requisite 8,888,888 (eight million, eight hundred eighty-eight thousand, eight hundred eighty-eight) shares of the Company’s Restricted Common Stock, $0.001 par value, to each Investors on a pro rata basis pursuant to the amount subscribed. This shall amount to a total issuance of 8,888,888 shares of the Company’s Restricted Common Stock, $0.001 par value, to all of the Investors in total in conformance with the intent of this Agreement. The Company shall be obligated to ensure delivery of the said 8,888,888 (eight million, eight hundred eighty-eight thousand, eight hundred eighty-eight) shares of the Company’s Restricted Common Stock, $0.001 par value, effectuated by the Transfer Agent as requested by each individual Investor, and shall ordinate with the Transfer Agent and Investors to ensure all the satisfactory details of such share delivery are completeddually executed Convertible Promissory Note.

Warranties of the Company. The Company warrants that it is a duly formed a licensed corporation, formed in the State of Colorado and currently in good standing in all respects, bearing the Colorado filing number 2013155940 and that it is fully compliant with reference to all filings required by the State of Colorado. The Company also warrants that it is a fully reporting Rule 12 (g) company under the aforesaid SEC Rule and that its securities are currently traded in the public market and that it is in the process of completing all mandated filings with the SEC, the completion of such filings being the complete and sole reason for it having entered into this Agreement. The Company warrants that it has full authority to issue the 8,888,888 1,750,000 (eight one million, eight seven hundred eighty-eight and fifty thousand, eight hundred eighty-eight) Restricted Common Stock, $0.001 par value, Stock from its treasury and that the shares so Contemplated for issuance by this Agreement and that the issuance of such shares as are contemplated hereby shall breach no pre-existing agreement or condition. The Company further warrants that the $2,000,000 1,750,000 funding contemplated by this Agreement shall be used exclusively for the accounting, auditing, legal legal, XXXXX filing, and administrative costscosts involved in completing the mandated filings with the SEC, and for the aforementioned acquisitional acquisition and operational costs, and for no other purpose. The Company assumes full responsibility to ensure that these funds are used for this and no other purpose, and shall allow the Investors to examine the relevant Company records to determine and ensure that the funds have been so exclusively used. OBLIGATIONS OF THE INVESTORS Upon signature to this Agreement, Investors, jointly, shall be obligated to provide to the Company $2,000,000 1,750,000 USD (in total or in part pursuant to the amount subscribed herein) in good and free funds, and shall, forthwith, cause this amount of funding to be wired to the Company in accordance with the details in the enumerated wiring instructions set forth in Exhibit “A” hereto. Once the funds described above have been so wired to the credit of the Company, Investors shall have fully completed and fulfilled all of their obligations under this Agreement and shall, as a result, be entitled to receive the pro rata share issuance of the Company’s Restricted Common Stock, $0.001 par valueStock each, for a total issuance of 8,888,888 1,750,000 of such shares share by the Company, as contemplated by this Agreement as previously described herein subscription price of $1.00 per share US dollars. OBLIGATIONS OF THE COMPANY Once the $2,000,000 1,750,000 funding amount has been received by the Company, the Company shall have the obligation to cause its Transfer Agent to issue the requisite 8,888,888 1,750,000 (eight three million, eight hundred eighty-eight thousand, eight hundred eighty-eight) shares of the Company’s Restricted Common Stock, $0.001 par value, Stock to each Investors on a pro rata basis pursuant to the amount subscribed. This shall amount to a total issuance of 8,888,888 1,750,000 shares of the Company’s Restricted Common Stock, $0.001 par value, Stock to all of the Investors in total in conformance with the intent of this Agreement. The Company shall be obligated to ensure delivery of the said 8,888,888 1,750,000 (eight three million, eight hundred eighty-eight thousand, eight hundred eighty-eight) shares of the Company’s Restricted Common Stock, $0.001 par value, Stock effectuated by the Transfer Agent as requested by each individual Investor, Investor and shall ordinate with the Transfer Agent and Investors to ensure all the satisfactory details of such share delivery are completed.

Warranties of the Company. The Company warrants that it is a duly formed and licensed corporation, formed in the State of Colorado and currently in good standing in all respects, bearing the Colorado filing number 2013155940 and that it is fully compliant with reference to all filings required by the State of Colorado. Initials Initials APHE – CIA 2021 The Company also warrants that it is a fully reporting Rule 12 (g) company under the aforesaid SEC Rule and that its securities are currently traded in the public market and that it is in the process of completing all mandated filings with the SEC, the completion of such filings being the complete and sole reason for it having entered into this Agreement. The Company warrants that it has full authority to issue $5,000,000 in the 8,888,888 form of a Convertible Promissory Note at a rate per annum of seven and twenty-five hundredth percent (eight million, eight hundred eighty-eight thousand, eight hundred eighty-eight) Restricted Common Stock, $0.001 par value7.25%), from its treasury the date of this Convertible Promissory Note (“Convertible Note”), with a conversion feature into Company’s common stock at $5.00 per share to Initial Public Offering price. Upon conversion of the Convertible Note into Company common stock, the Noteholders would be issued 1,000,000 shares by the Company to the Investors, jointly and severally, for a total receipt of the needed $5,000,000. and that the shares so Contemplated for issuance by this Agreement and that the issuance of such shares as are contemplated hereby shall breach no pre-existing agreement or condition. The Company further warrants that the $2,000,000 5,000,000 funding contemplated by this Agreement shall be used exclusively for the accounting, auditing, legal legal, EXXXX filing, and administrative costscosts involved in completing the mandated filings with the SEC, and for the aforementioned acquisitional acquisition and operational costs, and for no other purpose. The Company assumes full responsibility to ensure that these funds are used for this and no other purpose. OBLIGATIONS OF THE INVESTORS Upon signature purpose and shall allow the Investors to this Agreement, Investors, jointly, shall be obligated examine the relevant Company records to provide to the Company $2,000,000 USD (in total or in part pursuant to the amount subscribed herein) in good determine and free funds, and shall, forthwith, cause this amount of funding to be wired to the Company in accordance with the details in the enumerated wiring instructions set forth in Exhibit “A” hereto. Once ensure that the funds described above have been so wired to the credit of the Company, Investors shall have fully completed and fulfilled all of their obligations under this Agreement and shall, as a result, be entitled to receive the pro rata share issuance of the Company’s Restricted Common Stock, $0.001 par value, for a total issuance of 8,888,888 of such shares by the Company. OBLIGATIONS OF THE COMPANY Once the $2,000,000 funding amount has been received by the Company, the Company shall have the obligation to cause its Transfer Agent to issue the requisite 8,888,888 (eight million, eight hundred eighty-eight thousand, eight hundred eighty-eight) shares of the Company’s Restricted Common Stock, $0.001 par value, to each Investors on a pro rata basis pursuant to the amount subscribed. This shall amount to a total issuance of 8,888,888 shares of the Company’s Restricted Common Stock, $0.001 par value, to all of the Investors in total in conformance with the intent of this Agreement. The Company shall be obligated to ensure delivery of the said 8,888,888 (eight million, eight hundred eighty-eight thousand, eight hundred eighty-eight) shares of the Company’s Restricted Common Stock, $0.001 par value, effectuated by the Transfer Agent as requested by each individual Investor, and shall ordinate with the Transfer Agent and Investors to ensure all the satisfactory details of such share delivery are completedexclusively used.