AMENDMENT TO SHARE EXCHANGE AGREEMENT

Exhibit 10.3

AMENDMENT TO

SHARE EXCHANGE AGREEMENT

THIS AMENDMENT TO SHARE EXCHANGE AGREEMENT (this “Amendment”) is effective as of December 27, 2022 (“Effective Date”) by and among ITSQUEST, Inc., a New Mexico corporation (“Company”), the shareholders of Company, Xxxxx Xxxxxx and Xxxx Xxxxxx, (each a “Shareholder,” and collectively, the “Shareholders”), and Unicoin Inc., a Delaware corporation formerly known as TransparentBusiness, Inc. (“Unicoin”).

WHEREAS, the parties hereto have entered into that certain Share Exchange Agreement dated as of November 19, 2020 (the “Agreement”), into which this Amendment shall be incorporated; and

WHEREAS, the parties wish to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein, and intending to be legally bound hereby, the parties agree as follows:

1. Shares Held in Reserve.

Notwithstanding Section 1(b) of the Agreement, Unicoin agrees to release from reserve one million five hundred thousand (1,500,000) shares of Unicoin common stock, thereby reducing the number of shares held in reserve pursuant to Section 1(b) to two million (2,000,000), and issue the released shares to the Shareholders upon execution of this Amendment, as follows:

	Xxxx Xxxxxx		735,000 Shares
	Xxxxx Xxxxxx		765,000 Shares

Schedule A to the Agreement is hereby revised accordingly, and Schedule A attached hereto shall replace the existing Schedule A to the Agreement.

2. Contingent Divestiture.

The first paragraph of Section 2 is hereby deleted and replaced in its entirety with the following:

“In the event that (i) Unicoin does not conduct a registered public offering of its Common Stock in which the Unicoin Shares issued to Company pursuant to this Agreement are registered with the US Securities and Exchange Commission and listed for trading on a national securities exchange in the United States, with an initial listing price of at least ten Dollars ($10.00) per share, or (ii) Unicoin’s proposed security tokens “Unicoins” do not become tokenized and listed on an available Alternative Trading System or cryptocurrency exchange (whichever is applicable), with a quoted price at or above $1.00 per token at any time on or before December 31, 2024 (the “Trigger Event”), then:”

The remainder of Section 2 shall remain in effect, unmodified by this Amendment.

3. Consideration

In consideration of the foregoing, Unicoin shall issue rights to receive ten million (10,000,000) Unicoin security tokens to each of the Shareholders, (for an aggregate of 20,000,000 unicoin rights to the Shareholders, collectively) upon execution of this Amendment.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

ITSQUEST, INC.				UNICOIN INC.
By:	/s/ Xxxx Xxxxxx	12/28/2022		/s/ Xxxxxx Xxxx	12/27/2022
Name:	Xxxx Xxxxxx			Xxxxxx Xxxx,
Title:	President			Chief Financial Officer
SHAREHOLDERS
/s/ Xxxx Xxxxxx		12/28/2022
Xxxx Xxxxxx
/s/ Xxxxx Xxxxxx		12/28/2022
Xxxxx Xxxxxx

2

SCHEDULE A

Shareholder	Shares of Company Owned as of the Date of Execution of this Agreement	Shares of Unicoin Inc. to be Acquired Pursuant to the Exchange Contemplated by this Agreement	Shares of Unicoin Inc. Subject to Escrow
Xxxx Xxxxxx	49,000	4,900,000	980,000
Xxxxx Xxxxxx	51,000	5,100,000	1,020,000

Sch A-1