ACQUISITION AGREEMENT by and between

ACQUISITION AGREEMENT

by and between

Healthy Extracts, Inc.,

a Nevada corporation,

Green Valley Natural Solutions, LLC,

a Nevada limited liability company,

and

Online Publishing & Marketing, LLC,

a Nevada limited liability company,

on the one hand

and

▇▇▇▇▇▇▇▇, L.L.C.,

a Virginia limited liability company,

Online Publishing & Marketing, LLC,

a Virginia limited liability company,

and

the members of

▇▇▇▇▇▇▇▇, L.L.C.

and

Online Publishing & Marketing, LLC

on the other hand

dated January 13, 2023

ACQUISITION AGREEMENT

This Acquisition Agreement (this “Agreement”) is entered into on January 13, 2023 (the “Effective Date”) by and among Healthy Extracts, Inc., a Nevada corporation (“Healthy Extracts”), Green Valley Natural Solutions, LLC, a Nevada limited liability and wholly-owned subsidiary of Healthy Extracts (“Green Valley”), and Online Publishing & Marketing, LLC, a Nevada limited liability company and wholly-owned subsidiary of Healthy Extracts (“OPM-NV”), on the one hand, and Hyperion, L.L.C., a Virginia limited liability company (“Hyperion”), Online Publishing & Marketing, LLC, a Virginia limited liability company (“OPM-VA”), and the members of Hyperion and OPM-VA identified on the signature page hereof (each a “Selling Member” and collectively the “Selling Members”), on the other hand. Healthy Extracts, Green Valley, OPM-NV, Hyperion, OPM-VA, and the Selling Members shall each be referred to as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined have the meanings given to such terms in Exhibit A.

RECITALS

WHEREAS, Healthy Extracts desires to (i) acquire Hyperion by effectuating a merger of Hyperion with and into Green Valley, with Green Valley as the surviving entity, and (ii) acquire OPM-VA by effectuating a merger of OPM-VA with and into OPM-NV, with OPM-NV as the surviving entity.

NOW THEREFORE, in consideration of the premises and respective mutual agreements, covenants, representations and warranties herein contained, it is agreed between the Parties hereto as follows:

ARTICLE 1

MERGERS AND MERGER CONSIDERATION

1.1Merger of Hyperion with and into Green Valley. At the Closing, Hyperion will merge with and into Green Valley, with Green Valley being the surviving entity. At Closing, all of the issued and outstanding membership units of Hyperion (the “Hyperion Units”) will be exchanged for the Merger Consideration as set forth in Schedule 1. 

1.2Merger of OPM-VA with and into OPM-NV. At the Closing, OPM-VA will merge with and into OPM-NV, with OPM-NV being the surviving entity. At Closing, all of the issued and outstanding membership units of OPM-VA (the “OPM-VA Units”) will be exchanged for the Merger Consideration as set forth in Schedule 1. 

1.3Merger Consideration. At the Closing, Healthy Extracts will deliver to the Selling Members and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (only with regard to the Cash Consideration and the Note Consideration) the following, as more fully set forth in Schedule 1 (the “Merger Consideration”): 

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1.3.1One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) (the “Cash Consideration”), to be distributed as set forth in a Disbursement Memo executed by Healthy Extracts and the Selling Members at Closing; 

1.3.2Three (3) Secured Promissory Notes (each a “Note” and collectively the “Notes”) issued by Healthy Extracts, one issued to each of the Selling Members and one issued to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, in the combined principal amount of One Million Three Hundred Thousand Dollars ($1,300,000), each with a corresponding Pledge and Security Agreement (each a “Security Agreement” and collectively the “Security Agreements”), copies of which are attached hereto as Exhibits B and C (the “Note Consideration”); and 

1.3.3that number of shares of common stock of Healthy Extracts equal to One Million Two Hundred Fifty Thousand Dollars ($1,250,000), the exact number of shares of which will be calculated immediately prior to the Closing using the Healthy Extracts Common Stock Price per share (the “Stock Consideration”). 

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

OF HYPERION, OPM-VA, AND THE SELLING MEMBERS

2.1Representations and Warranties of Hyperion, OPM-VA, and the Selling Members. To induce Healthy Extracts to enter into this Agreement and to consummate the transactions contemplated hereby, Hyperion, OPM-VA, and the Selling Members, and each of them, jointly and severally, hereby represent and warrant as of the Effective Date and as of the Closing, as follows: 

(b)Except for the sales tax reserves in the approximate amount of $70,482.49¹, which amount will continue to be held in trust by Green Valley and OPM-NV for the payment of the Accrued Sales Tax, all Taxes, assessments, fees, penalties, interest and other governmental charges with respect to Hyperion and OPM-VA that have become due and payable on the date hereof have been paid in full or adequately reserved against by Hyperion and OPM-VA, including all interest and penalties thereon with respect to the periods then ended and for all periods thereto; 

(c)There are no agreements, waivers, or other arrangements providing for an extension of time with respect to the assessment of any Tax or deficiency against Hyperion and OPM-VA, nor are there any actions, suits, proceedings, investigations, or claims now pending against Hyperion  

¹ Balance as of January 9, 2023.  

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and OPM-VA in respect to any Tax or assessment, or any matters under discussion with any federal, state, local, or foreign authority relating to any Taxes or assessments, or any claims for additional Taxes or assessments asserted by any such authority, and there is no basis for the assertion of any additional Taxes or assessments against Hyperion and OPM-VA; and

(d)The consummation of the transactions contemplated by this Agreement will not result in the imposition of any additional Taxes on or assessments against Hyperion and OPM-VA. 

2.1.6Disputes and Litigation.  

(a) There are no suits, actions, litigation, proceedings, investigations, claims, complaints, or accusations pending, threatened against, or affecting Hyperion and OPM-VA or any of its properties, assets, or business or to which it is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign, or other governmental department, commission, board, bureau, agency, or instrumentality), and to the Knowledge of Hyperion and OPM-VA there is no basis for such suit, action, litigation, proceeding, investigation, claim, complaint, or accusation;  

(b) To the best of Hyperion, OPM-VA, and the Selling Members’ Knowledge, there is no pending or threatened change in any environmental, zoning or building laws, regulations, or ordinances which affect or could affect Hyperion and OPM-VA or any of its properties, equipment, assets or businesses; and  

(c) There is no outstanding order, writ, injunction, decree, judgment, or award by any court, arbitrator or governmental body against or affecting Hyperion and OPM-VA or any of its properties, assets, or businesses. There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent Liability which would give rise to any right of indemnification or similar right on the part of any member or manager of Hyperion and OPM-VA or any such person’s heirs, executors, or administrators as against Hyperion and OPM-VA. 

2.1.7Compliance with Laws. Hyperion and OPM-VA: (a) have at all times been, and presently are, in full compliance with, and have not received notice of any claimed violation of, any applicable federal, state, local, foreign, and other Laws, rules and regulations; and (b) have filed all returns, reports, and other documents and furnished all information required or requested by any federal, state, local, or foreign governmental agency and all such returns, reports, documents, and information so provided are true and complete in all respects. All permits, licenses, orders, franchises, and approvals of all federal, state, local, or foreign governmental or regulatory bodies required of Hyperion and OPM-VA for the conduct of its Business have been obtained, no violations are or have been recorded in respect of  

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any such permits, licenses, orders, franchises, and approvals, and there is no litigation, proceeding, investigation, arbitration, claim, complaint or accusation, formal or informal, pending or threatened, which may revoke, limit, or question the validity, sufficiency, or continuance of any such permit, license, order, franchise, or approval. Such permits, licenses, orders, franchises, and approvals are valid and sufficient for all activities presently carried on by Hyperion and OPM-VA.

2.1.8Guaranties. Hyperion and OPM-VA have not guaranteed any dividend, obligation, or Indebtedness of any Person or entity; nor has any Person or entity guaranteed any dividend, obligation, or Indebtedness of Hyperion and OPM-VA. 

2.1.9Books and Records. Hyperion and OPM-VA keep their books, records and accounts (including, without limitation, those kept for financial reporting purposes and for tax purposes) in accordance with good business practices and in sufficient detail to reflect the transactions and dispositions of its assets, Liabilities and equities. There are no records of Hyperion or OPM-VA members’ or managers’ meetings or of actions taken by such members and managers.  

2.1.10Leases. Except as set forth in Schedule 2.1.10, Hyperion and OPM-VA are not a party to or otherwise obligated under any lease or rental agreements for office space.  

2.1.11Liabilities. Except for the Liabilities incurred in the ordinary course of Business set forth in Schedule 2.1.11 (the “Ordinary Course Obligations”), which shall be assumed by Green Valley and OPM-NV respectively, Hyperion and OPM-VA have no outstanding short or long term Liabilities as of the Closing Date.  

2.1.12Financial Statements; Undisclosed Liabilities. 

(b)The Financial Statements have been prepared by Hyperion and OPM-VA and fairly and accurately present the financial condition of Hyperion and OPM-VA. Hyperion and OPM-VA’s books and records are complete and correct and accurately reflect all of the assets, Liabilities, transactions, and results of operations of Hyperion and OPM-VA, and the Financial Statements have been prepared and presented based upon and in conformity therewith.  

2.1.13Indebtedness. Except as set forth in Schedule 2.1.13, Hyperion and OPM-VA have no outstanding Indebtedness as of the Closing Date.  

2.1.14Absence of Certain Developments. Since September 30, 2022, no event, change, fact, condition or circumstance has occurred or arisen that has had or would reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 2.1.14, since September 30, 2022, Hyperion and OPM-VA have not: 

(o)(i) made, changed, or revoked any Tax election or settled or compromised any Tax claim or Liability or entered into a settlement or compromise, (ii) prepared or filed any income or other Tax Return unless such Tax Return will have been prepared or filed in a manner consistent with past practice, (iii) filed any amended Tax Return, (iv) entered into any Tax allocation agreement, Tax sharing agreement, or Tax indemnity agreement, or (v) taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such other similar action would have the effect of increasing the Liability for Taxes of Hyperion or OPM-VA for any period ending after the Closing Date or decreasing any Tax attribute of Hyperion or OPM-VA otherwise existing on the Closing Date; 

2.1.15Title to Assets; Sufficiency. Hyperion and OPM-VA have good and marketable title to, or a valid leasehold interest in, the tangible personal property used in the conduct of the Business and as reflected on the Latest Balance Sheet or acquired since the date thereof. The tangible personal property used in the conduct of the Business and as reflected on the Latest Balance Sheet or acquired since the date thereof is free and clear of all Liens, and will be free and clear of all Liens at the Closing. All items of tangible personal property owned or leased by Hyperion and OPM-VA are, in all material respects, in good operating condition and repair, ordinary wear and tear excepted. The assets (real, personal, tangible, and intangible) owned or leased by Hyperion and OPM-VA constitute all of those assets necessary to conduct the Business as presently conducted. The assets (real, personal, tangible, and intangible) are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted by Hyperion and OPM-VA prior to the Closing Date. 

2.1.16Material Contracts. 

(a)Except for the Contracts listed on, or required to be listed on, Schedule 2.1.16(a), (collectively, the “Material Contracts”) Hyperion and OPM-VA  are not a party to nor are they, or any of their assets, bound by any written or oral: 

(b)Hyperion and OPM-VA have performed all obligations required to be performed by them to date under the Material Contracts, and there are no material defaults, to the Knowledge of the Selling Members, by any other party thereto, and no event has occurred (or failed to occur) that, with the passing of time or the giving of notice, or both, would constitute a material default by Hyperion or OPM-VA under any such Material Contract, including the consummation of the transactions contemplated by this Agreement. 

(c)No consent, permission, waiver or approval is required to be obtained from, and no penalty, assessment or special payment is required to be paid to, and no notice is required to be sent to, any third party or Government Entity in order to preserve for of Healthy Extracts the benefits of the Material Contracts after the consummation of the transactions contemplated by this Agreement.  

2.1.17Insurance. Schedule 2.1.17 contains a list of each insurance policy, bond, or other form of insurance maintained by Hyperion and OPM-VA (the “Insurance Policies”). Schedule 2.1.17 also contains a list and description of all claims made by Hyperion and OPM-VA against the Insurance Policies since January 1, 2020, including without limitation claims regarding worker’s compensation and employers liability, business interruption, civil authority, all-risk, business auto, commercial coverage life and accidental death and dismemberment, short term disability and group long term disability insurance policies, and, with respect to the claims listed on Schedule 2.1.17, Hyperion and OPM-VA have not been informed that coverage has been questioned, denied, or disputed by the underwriters of such policies with respect to any such claims. All Insurance Policies are in full force and effect, and Hyperion and OPM-VA is not in default with respect to its obligations under any of the Insurance Policies. No written notice of cancellation or termination has been received by Hyperion or OPM-VA with respect to any of the Insurance Policies.  

2.1.18Intellectual Property Rights. All of the registered Intellectual Property and pending applications for registration of Intellectual Property, as well as all material unregistered Trademarks and Software owned by Hyperion and OPM-VA and used in the conduct of the Business (the “Intellectual Property”) are set forth on Schedule 2.1.18.  

2.1.19Compliance with Laws; Permits. Hyperion and OPM-VA are, and have been, in material compliance with all applicable Laws, including without limitation all Laws related to or regarding COVID-19. Hyperion and OPM-VA hold all permits, approvals, registrations, franchises, licenses, certificates, accreditations and other authorizations of all Government Entities (the “Permits”) required for the conduct of the Business and all such Permits are set forth on Schedule 2.1.19. Hyperion and OPM-VA have complied with and is in compliance with the terms and conditions of such Permits. Hyperion or OPM-VA have not received any notices that it is in violation of any of the terms or conditions of such Permits. No loss or expiration of any such Permit is pending or, to the Knowledge of the Selling Members, threatened, other than expiration in accordance with the terms thereof. The Permits owned or used by Hyperion and OPM-VA immediately prior to the Closing will remain available for use on the same terms and conditions immediately subsequent to the Closing. 

2.1.20Related Party Transactions. Except as set forth on Schedule 2.1.20, Hyperion and OPM-VA is not a party to any Related Party Transaction and Hyperion and OPM-VA have not been a party to any Related Party Transaction. 

2.1.21Compensation of and Contracts with Employees; Accrued Liabilities. Schedule 2.1.21 sets forth a correct and complete list of all employees and consultants of Hyperion and OPM-VA as of the Closing (including any employee on furlough and/or temporary layoff status), and sets forth for each such individual the following: (a) name, (b) title or position (including whether full or part-time), (c) hire date, (d) current annual base compensation rate, (e) commission, bonus or other incentive-based compensation, and (f) the rate and amount of such compensation paid to each such employee from January 1, 2022 through November 30, 2022. Except as set forth on Schedule 2.1.21, there have been no changes in such compensation since September 1, 2022, in each case including bonuses and other compensation and fringe benefits. Except as set forth in Schedule 2.1.21, the employment relationship between Hyperion and OPM-VA and each employee is employment “at will”, and Hyperion or OPM-VA may terminate such employment relationship at any time for any reason with or without notice. Schedule 2.1.21 lists any employee handbook and/or personnel manuals that in any way affect the employees of Hyperion or OPM-VA, correct and complete copies of which have been given to Healthy Extracts. Any individual performing services for Hyperion or OPM-VA who has been classified as an independent contractor, as an employee of some other entity whose services are leased to Hyperion or OPM-VA, or as any other nonemployee category, has been correctly so classified and is in fact not a common law employee of Hyperion or OPM-VA. Except as set forth on Schedule 2.1.21, no employees are out on a leave of absence (whether related to furlough, disability, under the FMLA, or otherwise). Schedule 2.1.21 sets forth the accrued monthly Liabilities related to employment matters, (i) the aggregate bi-monthly payroll amount and (ii) the accrued paid time off amount as of January 6, 2022.  

2.1.22Employment Matters.  

(a)Hyperion or OPM-VA are not a party to any collective bargaining agreement covering any employee, and no union or association of employees has been certified or recognized as the collective bargaining representative of any employees or has attempted to engage in negotiations regarding terms and conditions of employment of such employees. No unfair labor practice charge, work stoppage, picketing, or other such activity relating to labor matters of Hyperion or OPM-VA is pending. There are no current or, to the Knowledge of the Selling Members, threatened attempts to organize or establish any labor union or employee association to represent any employees. 

2.1.23Financial Accounts and Authority. Schedule 2.1.23 hereto contains a true and complete list as of the date hereof of all banks, trust companies, and financial institutions in which Hyperion and OPM-VA maintains accounts or safe deposit vaults, each account number, and the names of all Persons authorized to draw thereon. There are no outstanding powers of attorney executed on behalf of ▇▇▇▇▇▇▇▇ and OPM-VA. There will be, at Closing, a minimum of Twenty Five Thousand Dollars ($25,000) cash in the combined bank accounts of Hyperion and OPM-VA. 

2.1.24CARES Act Matters. 

3.1.1Corporate Existence and Authority of Healthy Extracts. Healthy Extracts is a corporation duly organized and validly existing under the Laws of the State of Nevada. It has all requisite corporate power, franchises, licenses, permits, and authority to own its properties and assets and to carry on its business as it has been and is being conducted. Healthy Extracts is in good standing with the State of Nevada. Healthy Extracts shall transfer title in and to the Healthy Extracts Common Stock to the Selling Members free and clear of all Liens, security interests, pledges, encumbrances, charges, restrictions, demands, and claims of any kind or nature whatsoever, whether direct or indirect or contingent, other than restrictions imposed by federal and state securities Laws. 

3.1.2Capitalization of Healthy Extracts. The authorized equity securities of Healthy Extracts consists of two billion five hundred thousand (2,500,000) shares of common stock and seventy five million (75,000,000) shares of preferred stock. There are three hundred forty five million one hundred seventy two thousand four hundred forty two (345,172,442) shares of common stock issued and outstanding. There are no shares of preferred stock outstanding. There are currently warrants outstanding to acquire fourteen million sixteen thousand eight hundred (14,016,800) shares of common stock, options outstanding to acquire ten million four hundred fifty thousand (10,450,000) shares of common stock, Restricted Stock Units representing fifteen million nine hundred seventy five thousand (15,975,000) shares, and Restricted Stock Awards representing thirty six million (36,000,000) shares. No other equity interests of Healthy Extracts are issued and outstanding. All of the issued and outstanding equity interests have been duly and validly issued in accordance and compliance with all applicable Laws, rules, and regulations and are fully paid and nonassessable. Other than as set forth herein, there are no options, warrants, rights, calls, commitments, plans, contracts, or other agreements of any character granted or issued by Healthy Extracts which provide for the purchase, issuance or transfer of any equity interests of Healthy Extracts, nor are there any outstanding securities granted or issued by Healthy Extracts that are convertible into the equity securities of Healthy Extracts, and none are authorized. Healthy Extracts is not obligated or committed to purchase, redeem or otherwise acquire any of its equity securities. All presently exercisable voting rights in Healthy Extracts are vested exclusively in its outstanding common stock, and each share of such common stock is entitled to one vote on every matter that comes before its shareholders, and other than as may be contemplated by this Agreement, there are no voting trusts or other voting arrangements with respect to any of Healthy Extracts’ equity securities.  

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3.1.4Subsidiaries. Healthy Extracts has two active wholly-owned subsidiaries, BergaMet NA, LLC and Ultimate Brain Nutrients, LLC, plus Green Valley and OPM-NV, both of which were formed for purposes of completing the transactions contemplated by this Agreement. 

3.1.5Execution of Agreement. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not: (a) violate, conflict with, modify or cause any default under or acceleration of (or give any Party any right to declare any default or acceleration upon notice or passage of time or both), in whole or in part, any charter, article of organization, bylaw, mortgage, Lien, deed of trust, indenture, lease, agreement, instrument, order, injunction, decree, judgment, Law, or any other restriction of any kind to which Healthy Extracts is a party or by which it or any of its properties are bound; (b) result in the creation of any security interest, Lien, encumbrance, adverse claim, proscription, or restriction on any property or asset (whether real, personal, mixed, tangible, or intangible), right, contract, agreement, or business of Healthy Extracts; (c) violate any Law, rule or regulation of any federal or state regulatory agency; or (d) permit any federal or state regulatory agency to impose any restrictions or limitations of any nature on Healthy Extracts or any of its respective actions. 

3.1.6Disputes and Litigation. Except as set forth in Schedule 3.1.6, (a) there are no suits, actions, litigation, proceedings, investigations, claims, complaints, or accusations pending, threatened against, or affecting Healthy Extracts or any of its properties, assets or business or to which it is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign, or other governmental department, commission, board, bureau, agency or instrumentality); (b) there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect Healthy Extracts or any of its properties, equipment, assets, or businesses; and (c) there is no outstanding order, writ, injunction, decree, judgment, or award by any court, arbitrator, or governmental body against or affecting Healthy Extracts or any of its properties, assets, or businesses. There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent Liability which would give rise to any right of indemnification or similar right on the part of any officer or director of Healthy Extracts or any such Person’s heirs, executors or administrators as against Healthy Extracts. 

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ARTICLE 4

CLOSING AND DELIVERY OF DOCUMENTS

4.1Closing. The Closing (the “Closing”) shall take place remotely at the offices of ▇▇▇▇▇ ▇▇▇▇ & Sessions, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, on the earlier of (a) no later than two (2) Trading Days following the completion of the conditions precedent set forth in Section 5.1, (b) March 31, 2023, or (c) at such other place, date and time as the Parties may agree in writing (the “Closing Date”). 

4.2Deliveries by Hyperion and OPM-VA: At the Closing, Hyperion and OPM-VA shall deliver to Healthy Extracts: 

(a)all of Hyperion and OPM-VA’s books and records, including all financial and accounting records; 

(b)the duly authorized and valid resignation of all managers, officers and directors of ▇▇▇▇▇▇▇▇ and OPM-VA, including a general mutual release of Hyperion and OPM-VA by each; 

(c)a duly executed Officers Certificate for each of Hyperion and OPM-VA, in the forms attached hereto as Exhibits D and E. 

4.3Deliveries by Healthy Extracts: At the Closing, Healthy Extracts shall deliver to the Selling Members and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (as applicable): 

(a)the Cash Consideration, Note Consideration, and the Stock Consideration; 

(b)a duly executed Officers Certificate, in the form attached hereto as Exhibit F; and 

(c)a duly executed termination agreement, terminating the employment of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. 

ARTICLE 5

CONDITIONS, TERMINATION, AMENDMENT AND WAIVER

5.1Conditions Precedent. This Agreement, and the transactions contemplated hereby, shall be subject to the following conditions precedent: 

5.1.1The obligations of Healthy Extracts to satisfy its obligations hereunder shall be subject to the fulfillment (or waiver by Healthy Extracts), at or prior to the Closing, of the following conditions, which Hyperion, OPM-VA, and the Selling Members agree to use their best efforts to cause to be fulfilled: 

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(a)Representations, Performance. If the Closing Date is not the date hereof, the representations and warranties contained in Section 2.1 hereof shall be true at and as of the date hereof and shall be repeated and shall be true at and as of the Closing Date with the same effect as though made at and as of the Closing Date, except as affected by the transactions contemplated hereby; Hyperion, OPM-VA, and the Selling Members shall have duly performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date. 

(b)Consents. Any required consent to the transactions contemplated by this Agreement shall have been obtained or waived. 

(c)Litigation. No suit, action, arbitration, or other proceeding or investigation shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit or to obtain material damages or other material relief in connection with this Agreement or the consummation of the transactions contemplated hereby or which is likely to affect materially the value of Hyperion and OPM-VA. 

(d)Consents and Approvals. All material licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental or regulatory bodies which are: (1) necessary to enable  Hyperion and OPM-VA to continue operating its business shall have been obtained and be in full force and effect; and (2) necessary for the consummation of the transactions contemplated hereby, shall have been obtained. Any notices to or consents of any party to any agreement or commitment constituting part of the transactions contemplated hereby, or otherwise required to consummate any such transactions, shall have been delivered or obtained. 

(e)No Injunction. There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prevents the consummation of the transactions contemplated by this Agreement, and no litigation or proceedings seeking the issuance of such an injunction, order or decree or seeking to impose substantial penalties on Hyperion and OPM-VA if this Agreement is consummated shall be pending. 

(f)Office and Warehouse Lease. Healthy Extracts, or its Affiliate, will have entered into a new lease agreement for at least twelve (12) month period at the current location of Hyperion and OPM-VA. 

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(g)Consulting Agreement. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ will have entered into a Consulting Agreement with Green Valley acceptable to ▇▇▇▇▇▇▇▇▇, Green Valley, and Healthy Extracts. Further, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ will have entered into a termination and release agreement with Hyperion and OPM-VA. 

(h)Audit of Hyperion and OPM-VA. The independent auditor of Healthy Extracts will have completed an audit of the financial statements of Hyperion and OPM-VA covering all periods required to be filed with the Securities and Exchange Commission by Healthy Extracts. 

(i)Healthy Extracts Financing. Healthy Extracts will have closed on one or more financing rounds for an aggregate amount of no less than Four Million Dollars ($4,000,000), at least Two Hundred Thousand ($200,000) of which will be invested by the Selling Members within thirty (30) days of the Closing, as evidenced at the Closing by a binding agreement between the Selling Members and Healthy Extracts. 

(j)Healthy Extracts Uplisting. Healthy Extracts will have commenced trading, or been approved to commence trading, on either the Nasdaq or the NYSE American Exchange. 

5.1.2The obligations of Hyperion, OPM-VA, and the Selling Members to satisfy their other obligations hereunder shall be subject to the fulfillment (or waiver by Hyperion, OPM-VA, and the Selling Members), at or prior to the Closing, of the following conditions, which Healthy Extracts agrees to use its best efforts to cause to be fulfilled: 

(a)Representations, Performance. If the Closing Date is not the date hereof, the representations and warranties contained in Section 3.1 hereof shall be true at and as of the date hereof and shall be repeated and shall be true at and as of the Closing Date with the same effect as though made at and as of the Closing Date, except as affected by the transactions contemplated hereby; Healthy Extracts, Green Valley, and OPM-NV shall have duly performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date. 

(b)Consents. Any required consent to the transactions contemplated by this Agreement shall have been obtained or waived. 

(c)Litigation. No suit, action, arbitration or other proceeding or investigation shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit or to obtain material damages or other material relief in connection with this Agreement or the consummation of the transactions contemplated hereby or which is likely to affect materially the value of Healthy Extracts. 

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(e)Consents and Approvals. All material licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental or regulatory bodies which are: (1) necessary to enable Healthy Extracts Star to continue operating its business shall have been obtained and be in full force and effect; and (2) necessary for the consummation of the transactions contemplated hereby, shall have been obtained. Any notices to or consents of any party to any agreement or commitment constituting part of the transactions contemplated hereby, or otherwise required to consummate any such transactions, shall have been delivered or obtained. 

(f)No Injunction. There shall not be in effect any injunction, order, or decree of a court of competent jurisdiction that prevents the consummation of the transactions contemplated by this Agreement, and no litigation or proceedings seeking the issuance of such an injunction, order or decree or seeking to impose substantial penalties on Healthy Extracts if this Agreement is consummated shall be pending. 

(g)Healthy Extracts Financing. Healthy Extracts will have closed on an equity financing in an amount equal to no less than Four Million Dollars ($4,000,000). 

(h)Healthy Extracts Uplisting. Healthy Extracts will have commenced trading, or been approved to commence trading, on either the Nasdaq or the New York Stock Exchange. 

5.2Conditions Subsequent.  

5.2.1On the Closing Date, Healthy Extracts shall deposit the Note Security with the Escrow Agent.  

5.2.2Within twelve (12) months following the Closing, Healthy Extracts, Green Valley, and OPM-NV will have phased out any use of the name, image, and/or likeness of the Selling Members from all of its newly created and distributed marketing materials. Further, Healthy Extracts, Green Valley, and OPM-NV will not commence any new marketing campaigns using the name, image and/or likeness of the Selling Members. 

5.2.3The Selling Members will leave all tax escrow funds in Hyperion and OPM-VA for payment of 2022 and monthly sales taxes as applicable. Green Valley and OPM-NV shall timely pay all sales taxes accrued by ▇▇▇▇▇▇▇▇ and OPM-VA as set forth on Schedule 2.1.11 (the “Accrued Sales Tax”) when due. 

5.2.4Healthy Extracts, Green Valley and OPM-NV shall continue to provide  health insurance to the employees of Hyperion and OPM-VA post-merger on the same or reasonably similar terms without interruption in coverage. 

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5.3Termination. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated before the Closing occurs only as follows: 

5.3.1By written consent of all the Parties at any time. 

5.3.2By Healthy Extracts, by notice to Hyperion, OPM-VA, and the Selling Members at any time, if (a) one or more of the representations and warranties in Section 2.1 is untrue or unfulfilled; or (b) one or more of the conditions specified in Section 5.1.1 is not satisfied at the time at which the Closing would otherwise occur, or if satisfaction of such conditions is or becomes impossible. 

5.3.3By Hyperion, OPM-VA and the Selling Members, by notice to Healthy Extracts at any time, if (a) one or more of the representations and warranties in Section 3.1 is untrue or unfulfilled; or (b) one or more of the conditions specified in Section 5.1.2 is not satisfied at the time at which the Closing would otherwise occur, or if satisfaction of such conditions is or becomes impossible. 

5.3.4By any Party, by written notice to the other Parties, if the Closing has not occurred by the date set forth in Section 4.1. 

5.4Effect of Termination. If this Agreement is terminated pursuant to Section 5.3., this Agreement shall terminate without any Liability or further obligation of any Party to another. 

5.5Waiver and Amendment. Any term, provision, covenant, representation, warranty or condition of this Agreement may be waived, but only by a written instrument signed by the Party entitled to the benefits thereof. The failure or delay of any Party at any time or times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall in no manner operate as a waiver of or affect such Party’s right at a later time to enforce the same. No waiver by any Party of any condition, or of the breach of any term, provision, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty. No modification or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all Parties hereto. 

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ARTICLE 6

COVENANTS, INDEMNIFICATION

6.1To induce Healthy Extracts to enter into this Agreement and to consummate the transactions contemplated hereby, and without limiting any covenant, agreement, representation or warranty made, Hyperion, OPM-VA, and the Selling Members, and each of them, covenant and agree as follows: 

6.1.1 Notices and Approvals. Hyperion and OPM-VA agree: (a) to give all notices to third parties that may be necessary or reasonably deemed desirable by Healthy Extracts in connection with this Agreement and the consummation of the transactions contemplated hereby; (b) to use their best efforts to obtain all federal and state governmental regulatory agency approvals, consents, permits, authorizations, and orders necessary or deemed reasonably desirable by Healthy Extracts in connection with this Agreement and the consummation of the transaction contemplated hereby; and (c) to use their best efforts to obtain all consents and authorizations of any other third parties necessary or deemed reasonably desirable by Healthy Extracts in connection with this Agreement and the consummation of the transactions contemplated hereby. 

6.2Indemnification. 

6.2.1Indemnity of Hyperion, OPM-VA, and the Selling Members. Healthy Extracts agrees to indemnify, defend and hold Hyperion, OPM-VA, and the Selling Members harmless from and against any and all Losses (as hereinafter defined) arising out of or resulting from the breach by Healthy Extracts of any representation, warranty, covenant or agreement of Healthy Extracts, Green Valley, or OPM-NV contained in this Agreement or the schedules and exhibits hereto. For purposes of Section 6.2, the term “Losses” shall mean all damages, costs and expenses (including reasonable attorneys’ fees) of every kind, nature or description, it being the intent of the Parties that the amount of any such Loss shall be the amount necessary to restore the indemnified party to the position it would have been in (economically or otherwise), including any costs or expenses incident to such restoration, had the breach, event, occurrence, or condition occasioning such Loss never occurred. Notwithstanding the foregoing provisions of this section, no claim for indemnification shall be made by Hyperion, OPM-VA, or the Selling Members under this Section unless and until the aggregate amount of all Losses of Hyperion, OPM-VA, and the Selling Members in respect thereof shall exceed the Indemnification Hurdle. In no event shall Healthy Extracts’ liability under this Section exceed the Indemnification Cap. 

6.2.2Indemnity of Healthy Extracts, Green Valley, and OPM-NV. Hyperion, OPM-VA, and the Selling Members, and each of them, hereby agrees to indemnify, defend, and hold Healthy Extracts, Green Valley, and OPM-NV harmless from and against any and all Losses arising out of or resulting from the breach by Hyperion, OPM-VA, or a Selling Member of any representation,  

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warranty, agreement, or covenant contained in this Agreement or the exhibits and schedules hereto, including, without limitation, the failure to disclose any Liabilities or material contracts or agreements pursuant to Section 2.1. Notwithstanding the foregoing provisions of this section, no claim for indemnification shall be made by Healthy Extracts, Green Valley, or OPM-NV under this Section unless and until the aggregate amount of all Losses of Healthy Extracts, Green Valley, or OPM-NV in respect thereof shall exceed the Indemnification Hurdle. In no event shall Hyperion, OPM-VA, or the Selling Members’ liability under this Section exceed the Indemnification Cap.

6.2.3Indemnification Procedure. 

(a)An indemnified party shall notify the indemnifying party of any claim of such indemnified party for indemnification under this Agreement within thirty (30) days of the date on which such indemnified party or an executive officer or representative of such indemnified party first becomes aware of the existence of such claim. Such notice shall specify the nature of such claim in reasonable detail and the indemnifying party shall be given reasonable access to any documents or properties within the control of the indemnified party as may be useful in the investigation of the basis for such claim. The failure to so notify the indemnifying party within such thirty-day period shall not constitute a waiver of such claim but an indemnified party shall not be entitled to receive any indemnification with respect to any additional loss that occurred as a result of the failure of such Person to give such notice. 

In the event any indemnified party is entitled to indemnification hereunder based upon a claim asserted by a third party (including a claim arising from an assertion or potential assertion of a claim for Taxes), the indemnifying party shall be given prompt notice thereof, in reasonable detail. The failure to so notify the indemnifying party shall not constitute a waiver of such claim but an indemnified party shall not be entitled to receive any indemnification with respect to any Loss that occurred as a result of the failure of such Person to give such notice. The indemnifying party shall have the right (without prejudice to the right of any indemnified party to participate at its expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing if it gives written notice of its intention to do so not later than twenty (20) days following notice thereof by the indemnifying party or such shorter time period as required so that the interests of the indemnified party would not be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both an indemnifying party and an indemnified party and the indemnified party shall have reasonably concluded that counsel selected by the indemnifying party has a conflict of interest because of the availability of different or additional defenses to the indemnified party, the indemnified

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party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party. If the indemnifying party does not so choose to defend or prosecute any such claim asserted by a third party for which any indemnified party would be entitled to indemnification hereunder, then the indemnified party shall be entitled to recover from the indemnifying party, on a monthly basis, all of its attorneys’ reasonable fees and other costs and expenses of litigation of any nature whatsoever incurred in the defense of such claim. Notwithstanding the assumption of the defense of any claim by an indemnifying party pursuant to this paragraph, the indemnified party shall have the right to approve the terms of any settlement of a claim (which approval shall not be unreasonably withheld).

(b)The indemnifying party and the indemnified party shall cooperate in furnishing evidence and testimony and in any other manner which the other may reasonably request, and shall in all other respects have an obligation of good faith dealing, one to the other, so as not to unreasonably expose the other to an undue risk of loss. The indemnified party shall be entitled to reimbursement for out-of-pocket expenses reasonably incurred by it in connection with such cooperation. Except for fees and expenses for which indemnification is provided pursuant to Section 6.3, as the case may be, and as provided in the preceding sentence, each party shall bear its own fees and expenses incurred pursuant to this paragraph (b). 

6.3Confidentiality. The Selling Members will treat and hold as such all of the Confidential Information, refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to Healthy Extracts or destroy, at the request and option of Healthy Extracts, all tangible embodiments (and all copies) of the Confidential Information that are in such party’s possession. In the event that a Selling Member is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Selling Member will notify Healthy Extracts promptly of the request or requirement so that Healthy Extracts may seek an appropriate protective order or waive compliance with the provisions of this Section 6.3. If such protective order is not obtained, or if and to the extent Healthy Extracts waives such prohibition, the Selling Member may make such disclosure. Notwithstanding anything herein to the contrary, each Party to this Agreement (and each employee, representative, and other agent of such Party) may disclose to any and all Persons, without limitation, the Agreement and the transactions contemplated hereby for Tax reporting, legal advice, and other similar purposes. 

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ARTICLE 7

MISCELLANEOUS

7.1Expenses. Whether or not the transactions contemplated hereby are consummated, each of the Parties hereto shall bear the cost of all fees and expenses relating to or arising from its compliance with the various provisions of this Agreement and such Party’s covenants to be performed hereunder, and except as otherwise specifically provided for herein, each of the Parties hereto agrees to pay all of its own expenses (including, without limitation, attorneys and accountants’ fees and printing expenses) incurred in connection with this Agreement, the transactions contemplated hereby, the negotiations leading to the same and the preparations made for carrying the same into effect, and all such fees and expenses of the Parties hereto shall be paid prior to Closing. 

7.2Notices. Any notice, request, instruction or other document required by the terms of this Agreement, or deemed by any of the Parties hereto to be desirable to be given to any other Party hereto shall be in writing and shall be delivered by facsimile, overnight courier, or email to the following addresses: 

with a copy to (which will not constitute notice to Selling Members):

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The Persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. Notice shall be conclusively deemed given at the time of delivery if made during normal business hours; otherwise, notice shall be deemed given on the next business day.

7.3Entire Agreement. This Agreement, together with the schedules and exhibits hereto, sets forth the entire agreement and understanding of the Parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant, or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any Party hereto which is not embodied in this Agreement, or exhibits hereto or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant, or condition not so set forth. 

7.4Survival of Representations. All statements of fact (including financial statements) contained in the schedules, the exhibits, the certificates or any other instrument delivered by or on behalf of the Parties hereto, or in connection with the transactions contemplated hereby, shall be deemed representations and warranties by the respective Party hereunder. All representations, warranties, agreements, and covenants hereunder shall survive the Closing and remain effective for a period of eighteen (18) months thereafter regardless of any investigation or audit at any time made by or on behalf of the Parties or of any information a Party may have in respect thereto. Consummation of the transactions contemplated hereby shall not be deemed or construed to be a waiver of any right or remedy possessed by any Party hereto, notwithstanding that such Party knew or should have known at the time of Closing that such right or remedy existed. 

7.5Incorporated by Reference. All documents (including, without limitation, all financial statements) delivered as part hereof or incident hereto are incorporated as a part of this Agreement by reference. 

7.6Remedies Cumulative. No remedy herein conferred upon any Party is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. 

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7.7Execution of Additional Documents. Each Party hereto shall make, execute, acknowledge, and deliver such other instruments and documents, and take all such other actions as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby. 

7.8Finders’ and Related Fees. Each of the Parties hereto is responsible for, and shall indemnify the other against, any claim by any third party to a fee, commission, bonus, or other remuneration arising by reason of any services alleged to have been rendered to or at the instance of said Party to this Agreement with respect to this Agreement or to any of the transactions contemplated hereby. 

7.9Governing Law. This Agreement has been negotiated and executed in Nevada and shall be construed and enforced in accordance with the Laws of Nevada and the federal Laws of the United States. 

7.10Forum. Each of the Parties hereto agrees that any action or suit which may be brought by any Party hereto against any other Party hereto in connection with this Agreement or the transactions contemplated hereby may be brought only in the applicable court in Clark County, Nevada. 

7.11Attorneys’ Fees. Except as otherwise provided herein, if a dispute should arise between the Parties including, but not limited to arbitration, the prevailing Party shall be reimbursed by the non-prevailing Party for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys’ fees exclusive of such amount of attorneys’ fees as shall be a premium for result or for risk of loss under a contingency fee arrangement. 

7.12Binding Effect and Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, administrators, legal representatives, and assigns, provided that no Party may assign its rights hereunder without the consent of the other.  

7.13Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 

7.14Captions. The captions in this Agreement are for convenience of reference only and shall not be given any effect in the interpretation of this Agreement. 

7.15Waiver. The failure of a Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing. 

[remainder of page intentionally left blank; signature page to follow]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written hereinabove.

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Exhibit A

“Business” means the specialized development, formulation, marketing, and selling of nutritional supplements, nutraceutical products, eBooks, books, docuseries, and other miscellaneous information-related products, other than products containing Tetrahydrocannabinol or THC.

² ▇▇▇ ▇▇▇▇▇ shall be responsible for paying the 2.5% fee due to ▇▇▇▇▇▇, and the 2.5% fee due to FinnCom, from the proceeds from his note.

³ This amount is intended to be 30% of the net Cash Consideration to the Selling Members, subject to withholding.

⁴ This amount is intended to be 30% of the net Note Consideration to the Selling Members, subject to withholding.

Exhibit B

FOR VALUE RECEIVED, Healthy Extracts, Inc., a Nevada corporation (collectively, the “Company”), hereby promises to pay to the order of [Ÿ], a[n] [Ÿ] (the “Holder”), in immediately available funds, the total principal sum of [Ÿ] Dollars ($[Ÿ]).

This Secured Promissory Note is being issued as consideration under the Acquisition Agreement by and between the Company and affiliated parties, on the one hand, and the Holder and affiliated parties, on the other hand (the “Acquisition Agreement”). Capitalized terms not defined herein shall have the meaning assigned to them in the Acquisition Agreement. 

1.MATURITY DATE; PAYMENTS.  

A.THE PRINCIPAL HEREOF AND ANY UNPAID ACCRUED INTEREST THEREON SHALL BE DUE AND PAYABLE ON FEBRUARY [Ÿ], 2024 (THE “MATURITY DATE”) (UNLESS SUCH PAYMENT DATE IS ACCELERATED AS PROVIDED IN SECTION 5 HEREOF).  

▇.▇▇ payments are required prior to the Maturity Date. 

2.INTEREST RATE. UNTIL THE MATURITY DATE, THIS NOTE SHALL BEAR INTEREST AT THE APPLICABLE FEDERAL FUNDS RATE OF [•], WHICH SHALL ACCRUE AND BE PAID AT THE MATURITY DATE. FOLLOWING THE MATURITY DATE, INTEREST SHALL ACCRUE ON THE OUTSTANDING PRINCIPAL AMOUNT HEREOF AT THE RATE OF EIGHT PERCENT (8%) PER ANNUM OR, IF SUCH RATE IS USURIOUS OR NOT PERMITTED BY CURRENT LAW, THEN AT THE HIGHEST RATE OF INTEREST PERMITTED BY LAW. PAYMENT OF ALL AMOUNTS DUE HEREUNDER SHALL BE MADE ON THE MATURITY DATE AND AT THE ADDRESS OF THE HOLDER SET FORTH IN THE ACQUISITION AGREEMENT. 

3.PREPAYMENT; PRINCIPAL UPON DEFAULT. THE COMPANY MAY AT ANY TIME PREPAY ALL OR ANY PART OF THE PRINCIPAL BALANCE OF THIS NOTE.  

4.REPRESENTATIONS AND WARRANTIES. Company hereby represents and warrants as of the date hereof as follows: 

(a)Existence. The Company is duly formed, validly existing and in good standing under the laws of the state of its jurisdiction of organization. 

B-1

(b)Power and Authority. The Company has the requisite power and authority, and the legal right, to execute and deliver this Note and the Pledge, Security, and Escrow Agreement of even date herewith (the “Security Agreement”) and to perform its obligations hereunder and thereunder. 

(c)Authorization; Execution and Delivery. The execution and delivery of this Note and the Security Agreement by the Company and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Company has duly executed and delivered this Note and the Security Agreement. 

(d)No Approvals. No consent or authorization of, filing with, notice to, or other act by, or in respect of, any governmental authority or any other person is required in order for the Company to execute, deliver, or perform any of its obligations under this Note or the Security Agreement. 

(e)No Violations. The execution and delivery of this Note and the Security Agreement and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not (i) violate any law applicable to the Company or by which any of its properties or assets may be bound; or (ii) constitute a default under any material agreement or contract by which the Company may be bound. 

(f)Enforceability. The Note and the Security Agreement are valid, legal, and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 

5.DEFAULT. THE OCCURRENCE OF ANY ONE OF THE FOLLOWING EVENTS SHALL CONSTITUTE AN “EVENT OF DEFAULT”: 

(A)THE NON-PAYMENT, WHEN DUE, OF ANY PRINCIPAL OR INTEREST OWED PURSUANT TO THIS NOTE; 

(B)THE MATERIAL BREACH OF ANY REPRESENTATION OR WARRANTY IN THIS NOTE, UNLESS SUCH REPRESENTATION OR WARRANTY IS ALREADY QUALIFIED BY MATERIALITY, THEN THE BREACH OF SUCH REPRESENTATION OR WARRANTY; 

(C)THE BREACH OF OR FAILURE TO PERFORM ANY COVENANT OR UNDERTAKING, NOT OTHERWISE PROVIDED FOR IN THIS SECTION 5; 

(D)THE COMMENCEMENT BY THE COMPANY OF ANY VOLUNTARY PROCEEDING UNDER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY, READJUSTMENT OF DEBT, RECEIVERSHIP, DISSOLUTION, OR LIQUIDATION LAW OR STATUTE OF ANY JURISDICTION, WHETHER NOW OR HEREAFTER IN EFFECT; OR THE ADJUDICATION OF THE COMPANY AS INSOLVENT OR BANKRUPT BY A DECREE OF A COURT OF COMPETENT JURISDICTION; OR THE PETITION OR APPLICATION BY THE  

B-2

COMPANY FOR, ACQUIESCENCE IN, OR CONSENT BY THE COMPANY TO, THE APPOINTMENT OF ANY RECEIVER OR TRUSTEE FOR THE COMPANY OR FOR ALL OR A SUBSTANTIAL PART OF THE PROPERTY OF THE COMPANY; OR THE ASSIGNMENT BY THE COMPANY FOR THE BENEFIT OF CREDITORS; OR THE WRITTEN ADMISSION OF THE COMPANY OF ITS INABILITY TO PAY ITS DEBTS AS THEY MATURE;

(E)THE COMMENCEMENT AGAINST THE COMPANY OF ANY PROCEEDING RELATING TO THE COMPANY UNDER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY, ADJUSTMENT OF DEBT, RECEIVERSHIP, DISSOLUTION OR LIQUIDATION LAW OR STATUTE OF ANY JURISDICTION, WHETHER NOW OR HEREAFTER IN EFFECT, PROVIDED, HOWEVER, THAT THE COMMENCEMENT OF SUCH A PROCEEDING SHALL NOT CONSTITUTE AN EVENT OF DEFAULT UNLESS THE COMPANY CONSENTS TO THE SAME OR ADMITS IN WRITING THE MATERIAL ALLEGATIONS OF SAME, OR SAID PROCEEDING SHALL REMAIN UNDISMISSED FOR TWENTY (20) DAYS; OR THE ISSUANCE OF ANY ORDER, JUDGMENT OR DECREE FOR THE APPOINTMENT OF A RECEIVER OR TRUSTEE FOR THE COMPANY OR FOR ALL OR A SUBSTANTIAL PART OF THE PROPERTY OF THE COMPANY, WHICH ORDER, JUDGMENT OR DECREE REMAINS UNDISMISSED FOR TWENTY (20) DAYS; OR A WARRANT OF ATTACHMENT, EXECUTION, OR SIMILAR PROCESS SHALL BE ISSUED AGAINST ANY SUBSTANTIAL PART OF THE PROPERTY OF THE COMPANY; OR 

(F)AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING IN THE SECURITY AGREEMENT OR ANY OTHER NOTE ISSUED IN CONNECTION WITH THE SECURITY AGREEMENT BEYOND ANY APPLICABLE CURE PERIODS. 

In the event the Holder becomes aware of a breach of Sections 5(a), (b) or (c), then provided such breach is capable of being cured by Company, the Holder shall notify the Company in writing of such breach and the Company shall have ten (10) calendar days after the earlier of (a) notice or (b) the Company’s knowledge of such breach, to cure such breach.

Upon the occurrence of any Default or Event of Default, the Holder, may, by written notice to the Company, declare all or any portion of the unpaid principal amount due to Holder, together with all accrued interest thereon, immediately due and payable, in which event it shall immediately be and become due and payable, provided that upon the occurrence of an Event of Default as set forth in paragraph (d) or paragraph (e) hereof, all or any portion of the unpaid principal amount due to Holder, together with all accrued interest thereon, shall immediately become due and payable without any such notice.

6.TRANSFERABILITY. THIS NOTE SHALL NOT BE TRANSFERRED, PLEDGED, HYPOTHECATED, OR ASSIGNED BY EITHER PARTY WITHOUT THE EXPRESS WRITTEN CONSENT OF THE OTHER PARTY.  

B-3

7.GOVERNING LAW; VENUE. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEVADA. THE PARTIES AGREE THAT ANY ACTION BROUGHT TO ENFORCE THE TERMS OF THIS AGREEMENT WILL BE BROUGHT IN THE APPROPRIATE FEDERAL OR STATE COURT HAVING JURISDICTION OVER CLARK COUNTY, NEVADA, UNITED STATES OF AMERICA. 

8.CONFORMITY WITH LAW. IT IS THE INTENTION OF THE COMPANY AND HOLDER TO CONFORM STRICTLY TO APPLICABLE USURY AND SIMILAR LAWS. ACCORDINGLY, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS NOTE, IT IS AGREED THAT THE AGGREGATE OF ALL CHARGES WHICH CONSTITUTE INTEREST UNDER APPLICABLE USURY AND SIMILAR LAWS THAT ARE CONTRACTED FOR, CHARGEABLE OR RECEIVABLE UNDER OR IN RESPECT OF THIS NOTE, SHALL UNDER NO CIRCUMSTANCES EXCEED THE MAXIMUM AMOUNT OF INTEREST PERMITTED BY SUCH LAWS, AND ANY EXCESS, WHETHER OCCASIONED BY ACCELERATION OR MATURITY OF THIS NOTE OR OTHERWISE, SHALL BE CANCELED AUTOMATICALLY, AND IF THERETOFORE PAID, SHALL BE EITHER REFUNDED TO THE COMPANY OR CREDITED ON THE PRINCIPAL AMOUNT OF THIS NOTE. 

Exhibit C

(g)Pledgor, Collateral Agent and Holders will severally and jointly indemnify, defend and hold harmless Escrow Agent from and against any and all losses, liabilities, costs, damages and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses or other reasonable and documented out-of-pocket professional fees and expenses which Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against Escrow Agent, arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, except to the extent such loss, liability, cost, damage or expense has been finally adjudicated to have been directly caused by Escrow Agent’s willful misconduct or gross negligence; provided, however, that, as between the Pledgor and Holders will each be responsible for 50 percent of any such loss, liability, cost, damage or expense. To the extent any such loss, liability, cost, damage or expense is caused by a Pledgor, or their agents, Pledgor will indemnify, reimburse and hold harmless Holders for any and all such loss, liability, cost, damage or expense incurred by Holders. To the extent any such loss, liability, cost, damage or expense is caused by Holders, or their agents, then Holders will indemnify, reimburse and hold harmless Pledgor from any and all such loss, liability, cost, damage or expense incurred by Pledgor. The provisions of this Section 6(g) will survive the resignation or removal of Escrow Agent and the termination of this Agreement. 

Exhibit D

Exhibit E

Exhibit F