THIS ASSET PURCHASE AGREEMENT made as of the 12th day of February, 2025. BETWEEN:
Exhibit 10.1
THIS ASSET PURCHASE AGREEMENT made as of the 12th day of February, 2025.
BETWEEN:
LODE-STAR MINING INC., a corporation incorporated under the laws of the state of Nevada, with an address at ▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
(the “Purchaser”)
AND:
Tarka L’Herpiniere, an individual with an address at ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇-▇▇-▇▇▇▇▇, ▇▇▇▇▇▇
(the “Vendor”)
WHEREAS:
A. The Vendor is the sole and exclusive legal and beneficial owner of all right, title, and interest in and to the assets, materials and Intellectual Property (as defined below) described in Schedule A, attached hereto and incorporated herein by reference, including the Intellectual Property Rights therein and thereto (collectively, the “IP Assets”).
B. The Purchaser wishes to acquire or to cause a wholly-owned subsidiary of the Purchaser to acquire (the “Acquisition”), and the Vendor wishes to sell, transfer, convey, assign, and deliver, on the terms and conditions set forth in this Agreement, all of Vendor’s right, title and interest in and to and under all IP Assets, including all past and future income, royalties, damages and payments due (including, rights to damages and payments for past, present or future infringements or misappropriations) with respect thereto, in each case, of the Vendor in all countries relating to such IP Assets (collectively the “Purchased Assets”), free and clear of all Encumbrances (as defined below).
In consideration of the undertakings of the parties, their mutual promises and covenants, and other valuable consideration as provided, the parties, intending to be legally bound, hereby agree as follows:
ARTICLE 1– INTERPRETATION
| 1.1 | Definitions |
In this Agreement and in the schedules, the following terms and expressions will have the following meanings:
| (a) | “Agreement” means this asset purchase agreement and all instruments amending it; “hereof”, “hereto” and “hereunder” and similar expressions mean and refer to this Agreement and not to any particular Article, Section, or other subdivision; “Article”, “Section” or other subdivisions of this Agreement followed by a number means and refers to the specified Article, Section or other subdivision of this Agreement; |
| (b) | “Acquisition” has the meaning ascribed thereto in the Recitals; |
| (c) | “Assessment” shall include a reassessment or additional assessment and the term “assessed” shall be interpreted in the same manner; |
| (d) | “Business Day” means any day other than a Saturday, a Sunday or a statutory holiday in the State of Texas; |
| (e) | “Closing” means the completion of the Transaction pursuant to this Agreement at the Closing Time; |
| (f) | “Closing Date” means the date on which the Closing occurs; |
| (g) | “Closing Time” means 10:00 am in the City of Houston, Texas on the Closing Date or such other time on the Closing Date as the Parties may agree upon as the time at which the Closing shall take place; |
| (h) | “Consent” means a license, permit, approval, consent, certificate, registration or authorization (including, without limitation, those made or issued by a Regulatory Authority, in respect of a Contract, or otherwise); |
| (i) | “Contract” means any agreement, understanding, indenture, contract, lease, deed of trust, license, option, instrument or other commitment, whether written of oral; |
| (j) | “Encumbrances” means mortgages, charges, pledges, security interests, liens, encumbrances, actions, claims, demands and equities of any nature whatsoever or howsoever arising and any rights or privileges capable of becoming any of the foregoing; |
| (k) | “Intellectual Property” means all rights and title under copyright, or trademark, and all trade-names, designs, Technical Know-How, Patents and other intellectual property rights of any kind throughout the world, whether registered or not, owned or controlled by the Vendor and relating to the development of Artificial Intelligence technology that comprise an advanced financial analytics and prediction platform built on machine learning technologies, specifically designed for financial market analysis and trading decision support, and which exist as of the Closing Date and including, without limitation all intellectual property listed in Schedule “A” hereto, and all physical embodiments thereof; |
| (l) | “Law” or “Laws” means all requirements imposed by statutes, regulations, rules, ordinances, by-laws, decrees, codes, policies, judgments, orders, rulings, decisions, approvals, notices, permits, guidelines or directives of any Regulatory Authority; |
| (m) | “Loss” and “Losses” mean any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding damages for lost profits or lost business opportunities and excluding any indirect, consequential or punitive damages suffered by the Purchaser or the Vendor; |
| (n) | “Patents” means any United States, Canadian or foreign patents and applications (including provisional applications), patents issuing from such applications, certificates of invention or any other grants by any court, administrative agency or commission or other federal, state, provincial, county, local or foreign governmental authority, instrumentality, agency commission or subdivision thereof, including the U.S. Patent and Trademark Office, Canadian Intellectual Property Office and the European Patent Office, for the protection of inventions, or foreign equivalents of any of the foregoing; |
| (o) | “Parties” means the Vendor and the Purchaser and any other person that may become a party to this Agreement, and Party means any one of them; |
| (p) | “person” includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency and any other form of entity or organization; |
| (q) | “U.S. Securities Act” means the United States Securities Act of 1933, as amended; |
| (r) | “Regulatory Authority” means any government, regulatory or administrative authority, agency, commission, utility or board (federal, provincial, municipal or local, domestic or foreign) having jurisdiction in the relevant circumstances and any person acting under the authority of any of the foregoing and any judicial, administrative or arbitral court, authority, tribunal or commission having jurisdiction in the relevant circumstances; |
| (s) | “Securities Laws” means the securities laws, regulations, rules, rulings and orders and the blanket rulings and policies and written interpretations of, and multilateral or national instruments adopted by, the securities regulators and the policies and rules of any applicable stock exchange or quotation or stock reporting system; |
| (t) | “Technical Know-How” shall mean all published or unpublished research, development information, technical data, designs, formulas, prototypes, samples, plans, specifications, methods, processes, systems, trade secrets, empirical data, computer programs and any other information or documentation related to the Intellectual Property, whether patentable or unpatentable, and whether in written, machine readable, oral form or drawing, and which exists at the Closing Date of this Agreement or which is subsequently developed or otherwise created from the IP Assets; |
| (u) | “Transaction” means the purchase and sale of the Purchased Assets and all other transactions contemplated by this Agreement. |
| 1.2 | Best Knowledge |
Any reference herein to “the best knowledge” of the Vendor will be deemed to mean the actual knowledge of the Vendor, together with the knowledge which they would have had if they had conducted a diligent inquiry into the relevant subject matter.
| 1.3 | Currency |
Unless otherwise indicated, all references to dollar ($) amounts in this Agreement are expressed in U.S Dollar currency.
| 1.4 | Governing Law |
This Agreement shall be exclusively governed by and construed and interpreted in accordance with the laws of the State of Texas and the federal laws of the United States applicable therein. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the State of Texas with respect to any matter arising under or related to this Agreement.
| 1.5 | Interpretation Not Affected by Headings |
The division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
| 1.6 | Number and Gender |
In this Agreement, unless the context otherwise requires, any reference to gender shall include both genders and words importing the singular number shall include the plural and vice-versa.
| 1.7 | Time of Essence |
Time shall be of the essence of every provision of this Agreement.
| 1.8 | Severability |
Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.
| 1.9 | Calculation of Time Periods |
Where a time period is expressed to begin or end at, on or with a specified day, or to continue to or until a specified day, the time period includes that day. Where a time period is expressed to begin after or to be from a specified day, the time period does not include that day. Where anything is to be done within a time period expressed after, from or before a specified day, the time period does not include that day. If the last day of a time period is not a Business Day, the time period shall end on the next Business Day.
| 1.10 | Statutory Instruments |
Unless otherwise specifically provided in this Agreement, any reference in this Agreement to any Law shall be construed as a reference to such Law as amended or re-enacted from time to time or as a reference to any successor thereto.
| 1.11 | Incorporation of Exhibits and Schedules |
The following are the exhibits and schedules attached to and incorporated by reference into this Agreement:
| Exhibit A | Form of Investor Questionnaire |
| Exhibit B | Form of Leak-Out Agreement |
| Schedule A | Purchased Assets |
ARTICLE 2– PURCHASE AND SALE
| 2.1 | Purchased Assets |
On the terms and subject to the fulfilment of the conditions of this Agreement, the Vendor agrees to sell, assign and transfer to the Purchaser or to a wholly-owned subsidiary of the Purchaser designated by the Purchaser prior to Closing, and the Purchaser agrees to purchase (or to cause the purchase) from the Vendor at the Closing Time on the Closing Date, all of the Purchased Assets in Schedule A.
| 2.2 | Purchase Price |
The aggregate purchase price (the “Purchase Price”) payable by the Purchaser to the Vendor for the Purchased Assets at Closing, shall be the issuance of 227,000,000 shares (the “Consideration Shares”), of common shares, par value $0.001 per share, of the Purchaser (“Common Shares”).
| 2.3 | Payment of Purchase Price |
At the Closing Time, the Purchaser will issue the Consideration Shares to the Vendor or to any person designated by the Vendor in writing prior to Closing, provided that any such designated person has returned to the Purchaser a completed and duly executed Investor Questionnaire in the form attached hereto as Exhibit A.
| 2.4 | Transfer Taxes |
The Purchaser shall be liable for and shall pay all federal and state sales taxes and all other taxes, duties, fees or other like charges of any jurisdiction properly payable in connection with the transfer of the Purchased Assets by the Vendor to the Purchaser.
| 2.5 | Securities Laws Compliance |
(1) The Parties hereto acknowledge that the issuance of the Consideration Shares by the Purchaser to the Vendor as contemplated herein is being made pursuant to an exemption from the registration and prospectus requirements of applicable securities laws pursuant to Section 4(a)(2) of the U.S. Securities Act, Regulation D promulgated under the U.S. Securities Act, and/or Regulation S promulgated under the U.S. Securities Act.
(2) The Vendor represents, warrants, confirms to and covenants with the Purchaser that:
| (a) | it, and any other recipients of the Consideration Shares, will comply with all requirements of applicable securities laws in connection with the issuance to it of the Consideration Shares and the resale of any of the Consideration Shares; |
| (b) | the Vendor understands that the Consideration Shares have not been registered under the U.S. Securities Act or the securities laws of any State of the United States or of any other jurisdiction and that the Purchaser does not intend to register the Consideration Shares under the U.S. Securities Act, or the securities laws of any State of the United States or of any other jurisdiction and has no obligation to do so; |
| (c) | the Vendor, and any other recipients of the Consideration Shares, are acquiring the Consideration Shares for its own account and not with a view to its distribution within the meaning of Section 2(11) the U.S. Securities Act; |
| (d) | the Vendor, and any other recipients of the Consideration Shares who so indicate, are not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the U.S. Securities Act, and are acquiring the Consideration Shares pursuant to Section 4(a)(2) of the U.S. Securities Act and/or Regulation D promulgated under the Securities Act in a “private” offering, and have the ability to bear the economic risk in connection with the consummation of the transactions contemplated by this Agreement, including a complete loss of future value related to the Consideration Shares; |
| (e) | the Vendor is a resident of the country and state (where applicable) set forth on the signature page hereto and is not acquiring the Consideration Shares as a nominee or agent or otherwise for any other person; |
| (f) | the Vendor will comply with all applicable Laws and regulations in effect in any jurisdiction in which the Vendor purchases or sells the Consideration Shares and obtain any consent, approval or permission required for such purchases or sales under the Laws and regulations of any jurisdiction to which the Vendor is subject or in which the Vendor makes such purchases or sales, and the Purchaser shall have no responsibility therefor; |
| (g) | the Vendor is familiar with the business and financial condition and operations of the Purchaser, and the Vendor has had access to such information concerning the Purchaser and the Consideration Shares as it deems necessary to enable it to make an informed investment decision concerning the acquisition of the Consideration Shares; |
| (h) | the Vendor is not relying on (and will not at any time rely on) any communication (written or oral) of the Purchaser, as investment advice or as a recommendation to acquire the Consideration Shares; |
| (i) | the Vendor confirms that the Purchaser has not (1) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an acquisition of the Consideration Shares or (B) made any representation to the Vendor regarding the legality of an acquisition of the Consideration Shares under applicable legal investment or similar Laws or regulations, and in deciding to accept the Consideration Shares, the Vendor is not relying on the advice or recommendations of the Purchaser and the Vendor has made its own independent decision that the acquisition of the Consideration Shares is suitable and appropriate for the Vendor; |
| (j) | the Vendor has such knowledge, skill and experience in business, financial and investment matters that the Vendor is capable of evaluating the merits and risks of an investment in the Consideration Shares; with the assistance of the Vendor’s own professional advisors, to the extent that the Vendor has deemed appropriate, the Vendor has made its own legal, tax, accounting, and financial evaluation of the merits and risks of an investment in the Consideration Shares; the Vendor has considered the suitability of the Consideration Shares as an investment in light of its own circumstances and financial condition and the Vendor is able to bear the risks associated with an investment in the Consideration Shares, and it is authorized to invest in the Consideration Shares; |
| (k) | the Vendor is an “accredited investor” as defined in Rule 501(a) under the U.S. Securities Act; |
| (l) | the Vendor is acquiring the Consideration Shares solely for the Vendor’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Consideration Shares; the Vendor understands that the Consideration Shares have not been registered under the U.S. Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Vendor and of the other representations made by the Vendor in this Agreement; the undersigned understands that the Purchaser is relying upon the representations and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions; |
| (m) | the Vendor understands that the Consideration Shares are “restricted securities” under applicable U.S. federal securities laws and that the U.S. Securities Act and the rules of the U.S. Securities and Exchange Commission (the “SEC”) provide in substance that the Vendor may dispose of the Consideration Shares only pursuant to an effective registration statement under the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act, and the Vendor understands that the Purchaser has no obligation or intention to register any of the Consideration Shares or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the U.S. Securities Act or an exemption from registration thereunder (including pursuant to Rule 144 thereunder).; accordingly, the Vendor that under the Commission’s rules, the undersigned may dispose of the Consideration Shares only in “private placements” which are exempt from registration under the U.S. Securities Act, in which event the transferee will acquire “restricted securities,” subject to the same limitations that apply to the Consideration Shares in the hands of the Vendor; consequently, the Vendor understands that the Vendor must bear the economic risks of the investment in the Consideration Shares for an indefinite period of time; |
| (n) | the Vendor agrees: (1) that the Vendor will not sell, assign, pledge, give, transfer, or otherwise dispose of the Consideration Shares or any interest therein, or make any offer or attempt to do any of the foregoing, unless the transaction is registered under the U.S. Securities Act and complies with the requirements of all applicable state and foreign securities laws, or the transaction is exempt from the registration provisions of the U.S. Securities Act and all applicable requirements of state or foreign securities laws; (2) that the certificates representing the Consideration Shares will bear a legend making reference to the foregoing restrictions; and (3) that the Purchaser and its affiliates shall not be required to give effect to any purported transfer of such Consideration Shares, except upon compliance with the foregoing restrictions; and |
| (o) | the Vendor acknowledges that neither the Purchaser nor any other person offered the Consideration Shares by means of any form of general solicitation or advertising, including but not limited to: (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees were invited by any general solicitation or general advertising, and the Vendor further represents that none of the Vendor or any of its designees receiving Consideration Shares have engaged in any activities that constitute any form of general solicitation. |
(3) Upon the issuance of the Consideration Shares to the Vendor or his designees, and until such time as is no longer required under applicable securities laws, the certificates representing the Consideration Shares will bear legends in substantially the following form:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT IF APPLICABLE, (C) INSIDE THE UNITED STATES (1) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (2) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER, PRIOR TO SUCH SALE PURSUANT TO (C)(1) OR (2), HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION. PROVIDED THAT IF THE CORPORATION IS A “FOREIGN ISSUER” AS THAT TERM IS DEFINED BY REGULATION S OF THE U.S. SECURITIES ACT AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO RESTRICTIVE LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE CORPORATION AND ITS TRANSFER AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
ARTICLE 3– REPRESENTATIONS AND WARRANTIES
| 3.1 | Representations and Warranties of the Vendor |
The Vendor hereby makes the following representations and warranties to the Purchaser, intending to induce the Purchaser to enter into this Agreement, and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:
(1) Existence of the Vendor. The Vendor is an individual that is resident in France.
(2) Power and Authority. The Vendor has the power and authority to own or lease its property, including the ownership of the Purchased Assets and the Intellectual Property, and to carry on its business as now being conducted by it. To the extent required, the Vendor has obtained the necessary permissions and licenses to create the Purchased Assets and no third party has now or shall have in the future, any ownership, license, or other rights in the Purchased Assets or the Intellectual Property.
(3) Options. Except for the Purchaser’s right in this Agreement, no person has any option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an option, commitment, conversion right, right of exchange or other agreement for the purchase from the Vendor of any of the Purchased Assets.
(4) Validity of Agreement.
| (a) | The Vendor has all necessary power to own the Purchased Assets and to enter into and perform its obligations under this Agreement, and the Vendor has all necessary power to enter into and perform its obligations under any other agreements or instruments to be delivered or given by it pursuant to this Agreement. |
| (b) | The Vendor’s execution and delivery of, and performance of its obligations under, this Agreement and the consummation of the Transaction have been duly authorized by all necessary action on the part of the Vendor. |
| (c) | This Agreement or any other agreements entered into pursuant to this Agreement to which the Vendor is a party constitute legal, valid and binding obligations of the Vendor enforceable against it in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. |
(5) No Violation. The execution and delivery of this Agreement by the Vendor, the consummation of the Transaction and the fulfilment by the Vendor of the terms, conditions and provisions hereof will not (with or without the giving of notice or lapse of time, or both):
| (a) | contravene or violate or result in a material breach or a material default under or give rise to a right of termination, amendment or cancellation or the acceleration of any obligations of the Vendor under: |
| (i) | any applicable Law; |
| (ii) | any judgment, order, writ, injunction or decree of any Regulatory Authority having jurisdiction over the Vendor; |
| (iii) | any Consent held by the Vendor or necessary to the ownership of the Purchased Assets; or |
| (iv) | the provisions of any Contract to which the Vendor is a party or by which it is, or any of its properties or assets are, bound; or |
| (b) | result in the creation or imposition of any Encumbrance on any of the Purchased Assets. |
(6) Regulatory and Contractual Consents. There is no requirement to make any filing with, give any notice to or obtain any Consent from any Regulatory Authority as a condition to the lawful consummation of the Transaction. There is no requirement under any Contract to which the Vendor is a party or by which the Vendor is bound to make any filing with, give any notice to, or to obtain the Consent of, any party to such Contract relating to the Transaction.
(7) Compliance with Laws. The Vendor has complied, in all material respects, with all Laws applicable to the Purchased Assets.
(8) Purchased Assets. Schedule A is a complete and accurate list of all Intellectual Property underlying the Purchased Assets;
(9) Title to Purchased Assets. The Vendor has good and marketable title to the Purchased Assets. The Purchased Assets are free and clear of all Encumbrances and restrictions of transfer. There are no actions, suits, claims or proceedings threatened, pending or in progress on the part of any named inventor of the Patents and Intellectual Property relating in any way to the Purchased Assets and the Vendor has not received notice of (and Vendor is not aware of any facts or circumstances which could reasonably be expected to give rise to) any other actions, suits, investigations, claims or proceedings threatened, pending or in progress relating in any way to the Patents and Intellectual Property. The Purchased Assets do not infringe upon any third party’s Intellectual Property rights. The Purchased Assets were not developed with the use of confidential information or trade secrets of a third party, or in other respects in violation of law, and there is no action, order or proceeding alleging any of the foregoing.
(10) Beneficial Ownership. As of the date hereof and as of immediately prior to the Closing, the Vendor does not own of record or beneficially (within the meaning of Rule 13d-3 promulgated under the U.S. Securities and Exchange Act of 1934, 12 amended), any securities of the Purchaser or any derivative securities that entitle the Vendor to acquire any securities of the Purchaser.
(11) Brokers. The Vendor has not engaged any broker or other agent in connection with the Transaction and, accordingly, there is no commission, fee or other remuneration payable to any broker or agent who purports or may purport to have acted for the Vendor.
(12) Full Disclosure. No representation or warranty by the Vendor in this Agreement and no statement contained in any certificate or other document furnished or to be furnished to the Purchaser pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. There is no event or circumstance which the Vendor has not disclosed to the Purchaser which could reasonably be expected to have a material adverse effect with respect to the Purchased Assets, the Transaction or the Purchaser’s ability to further develop and commercialize the Purchased Assets.
| 3.2 | Representations and Warranties of the Purchaser |
The Purchaser hereby makes the following representations and warranties to the Vendor and acknowledges that the Vendor is relying on such representations and warranties in entering into this Agreement and completing the Transaction:
(1) Incorporation and Existence. The Purchaser has been duly incorporated and organized and is a valid and subsisting company under the laws of the state of Nevada and is duly qualified to carry on business in the state of Nevada and in each other jurisdiction, if any, wherein the carrying out of the activities contemplated makes such qualifications necessary.
(2) Capitalization. As at the date of this Agreement, the Purchaser has 120,937,442 Common Shares and no convertible securities issued and outstanding.
(3) Reporting Issuer. The Purchaser has a class of securities registered under the United States Securities and Exchange Act of 1934, as amended, and its public filings with the SEC and available on the ▇▇▇▇▇ website at ▇▇▇.▇▇▇.▇▇▇ are true, complete and correct in all material respects. The Purchaser is not in material default under the applicable Securities Laws. No orders suspending the sale or ceasing the trading of any securities issued by the Purchaser have been issued by any Regulatory Authority, and no proceedings for such purpose are pending or, to the knowledge of the Purchaser, threatened.
(4) Validity of Agreement.
| (a) | The Purchaser has all necessary corporate power to own the Purchased Assets. The Purchaser has all necessary corporate power to enter into and perform its obligations under this Agreement and any other agreements or instruments to be delivered or given by it pursuant to this Agreement. |
| (b) | The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transaction have been duly authorized by all necessary corporate action on the part of the Purchaser. |
| (c) | This Agreement or any other agreements entered into pursuant to this Agreement to which the Purchaser is a party constitute legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. |
(5) No Violation. The execution and delivery of this Agreement by the Purchaser, the consummation of the Transaction and the fulfilment by the Purchaser of the terms, conditions and provisions hereof will not (with or without the giving of notice or lapse of time, or both):
| (a) | contravene or violate or result in a breach or a default under or give rise to a right of termination, amendment or cancellation or the acceleration of any obligations of the Purchaser, under: |
| (i) | any applicable Law; |
| (ii) | any judgment, order, writ, injunction or decree of any Regulatory Authority having jurisdiction over the Purchaser; |
| (iii) | the Articles, Notice of Articles or any resolutions of the board of directors or shareholders of the Purchaser; |
| (iv) | any Consent held by the Purchaser; or |
| (v) | the provisions of any Contract to which the Purchaser is a party or by which it is, or any of its properties or assets are, bound. |
(6) Brokers. The Purchaser has not engaged any broker or other agent in connection with the Transaction and, accordingly, there is no commission, fee or other remuneration payable to any broker or agent who purports or may purport to have acted for the Purchaser.
(7) Consents. There is no requirement for the Purchaser to make any filing with, give any notice to or obtain any Consent from any Regulatory Authority as a condition to the lawful consummation of the Transaction.
(8) Consideration Shares. The Consideration Shares to be issued hereunder will, upon issue and delivery, be validly issued as fully-paid and non-assessable shares in the capital of the Purchaser, free of all restrictions on trading other than those required by applicable securities law.
(9) Material Change/Material Fact. There is no “material fact” or “material change” (as those terms are defined in applicable securities legislation) in the affairs of the Corporation that has not been generally disclosed to the public.
| 3.3 | Survival of Covenants, Representations and Warranties of the Vendor |
To the extent that they have not been fully performed at or prior to the Closing Time, and unless otherwise provided, the covenants, representations and warranties of the Vendor contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant to this Agreement shall survive the Closing and shall continue for the benefit of the Purchaser for a period of 2 years notwithstanding such Closing, nor any investigation made by or on behalf of the Purchaser or any knowledge of the Purchaser, except that the representations and warranties set out in Section 3.1(1) to and including 3.1(4), Section 3.1(9), Section 3.1(10) and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 6.1, shall survive the Closing and continue in full force and effect without limitation of time.
| 3.4 | Survival of Covenants, Representations and Warranties of the Purchaser |
To the extent that they have not been fully performed at or prior to the Closing Time, and unless otherwise provided, the covenants, representations and warranties of the Purchaser contained in this Agreement and in any agreement, instrument, certificate or other document delivered pursuant to this Agreement shall survive the Closing and shall continue for the benefit of the Vendor for a period of 2 years notwithstanding such Closing, nor any investigation made by or on behalf of the Vendor or any knowledge of the Vendor, except that the representations and warranties set out in Sections 3.2(1) and 3.2(4), and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 6.2, shall survive the Closing and shall continue in full force and effect without limitation of time.
ARTICLE 4– COVENANT
| 4.1 | Maintenance of Corporate Status |
Prior to Closing and for a period of a least 36 months after the Closing Date, the Purchaser shall use its commercially reasonable efforts to remain a corporation validly subsisting under the laws of its jurisdiction of existence, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable laws, rules and regulations of each such jurisdiction.
| 4.2 | Piggyback Registration |
For a period of 12 months after the Closing Date, whenever the Purchaser proposes to register any Common Shares under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the registrable securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company, the Vendor and any of the Vendor’s designees receiving Consideration Shares will have the right to require, by written notice to the Purchaser, that the Purchaser include for registration on such registration statement their Consideration Shares.
ARTICLE 5– Conditions
| 5.1 | Mutual Conditions Precedent |
The respective obligations of the parties hereto to consummate the transactions contemplated hereby are subject to the satisfaction, on or prior to the Closing Time, of the following conditions any of which may be waived by the mutual consent of such parties without prejudice to their rights to rely on any other or others of such conditions:
| (a) | The Purchaser and the Vendor shall have entered into any assignments as may be required for the transfer of any IP Assets. |
| (b) | Concurrently with the Closing Date the Purchaser shall have entered into the following agreements (collectively the “Ancillary Agreements”): |
| (i) | license agreement with Predictive Technologies, LLC, a Colorado limited liability company (“Predictive”), pursuant to which Predictive will grant the Purchaser an exclusive worldwide license to use certain artificial intelligence (AI) technology owned by Predictive in consideration for the payment of an aggregate of $440,000, payable in minimum monthly installments of $5,000 per month; and |
| (ii) | software development agreement with Arcterix SARL, (“Arcterix”), pursuant to which Arcterix will carry out certain software development activities on the Purchaser’s behalf for a period of not more than twelve months. |
| 5.2 | Conditions to the Obligations of the Purchaser |
Notwithstanding anything herein contained, the obligation of the Purchaser to complete the transactions provided for herein will be subject to the fulfillment of the following conditions at or prior to the Closing Time:
| (a) | The representations and warranties of the Vendor contained in this Agreement shall be true and accurate on the date hereof and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time (regardless of the date as of which the information in this Agreement or in any Schedule or other document made pursuant hereto is given). |
| (b) | The Vendor shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them at or prior to the Closing Time. |
| (c) | The Vendor shall have delivered to the Purchaser a certificate in a form satisfactory to the Purchaser confirming that the facts with respect to each of the representations and warranties of the Vendor are as set out herein and remain true at the Closing Time and that the Vendor has performed each of the covenants required to be performed by it hereunder. |
| (d) | No order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction will have been made, and no action or proceeding will be pending or threatened which, in the opinion of counsel to the Purchaser, is likely to result in an order, decision or ruling: |
| (i) | to disallow, enjoin, prohibit or impose any limitations or conditions on the Transaction or the transactions contemplated hereby; or |
| (ii) | to impose any limitations or conditions which may have an adverse effect on the Purchased Assets. |
| (e) | All consents, approvals authorizations of any governmental or regulator authority or person whose consent to the Transaction is required to be obtained in order to carry out the transactions contemplated hereby in compliance with all laws and agreements binding upon the parties hereto will have been obtained. |
| (f) | On or prior to the Closing Date, the Purchaser shall have settled certain related party debts in amounts mutually agreed to by the Vendor and the Purchaser at a deemed price per share mutually agreed to by the Vendor and the Purchaser (the “Debt Settlement”). |
The conditions contained in this Section 5.2 are inserted for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser at any time. The Vendor acknowledges that the waiver by the Purchaser of any condition or any part of any condition will constitute a waiver only of such condition or such part of such condition, as the case may be, and will not constitute a waiver of any covenant, agreement, representation or warranty made by the Vendor herein that corresponds or is related to such condition or such part of such condition, as the case may be. If any of the conditions contained in this Section 5.2 are not fulfilled or complied with in all material respects as herein provided, the Purchaser may, at or prior to the Closing Time at its option, rescind this Agreement by notice in writing to the Vendor and in such event the Purchaser will be released from all obligations hereunder and, unless the condition or conditions which have not been fulfilled are reasonably capable of being fulfilled or caused to be fulfilled by the Vendor, then the Vendor will also be released from all obligations hereunder.
| 5.3 | Conditions to the Obligations of the Vendor |
Notwithstanding anything herein contained, the obligations of the Vendor to complete the transactions provided for herein will be subject to the fulfillment of the following conditions at or prior to the Closing Time:
| (a) | The representations and warranties of the Purchaser contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby will be true and accurate on the date hereof and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time (regardless of the date as of which the information in this Agreement or any such Schedule or other document made pursuant hereto is given). |
| (b) | The Purchaser shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the Closing Time. |
| (c) | The Purchaser shall have delivered to the Vendor a certificate confirming that the facts with respect to each of the representations and warranties of the Purchaser are as set out herein at the Closing Time and that the Purchaser has performed each of the covenants required to be performed by it hereunder. |
| (d) | There shall have been no material adverse change in the business of the Purchaser. |
| (e) | No order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction will have been made, and no action or proceeding will be pending or threatened which, in the opinion of counsel to the Vendor, is likely to result in an order, decision or ruling: |
(i) to disallow, enjoin, prohibit or impose any limitations or conditions on the Transaction or the transactions contemplated hereby; or
(ii) to impose any limitations or conditions which may have an adverse effect on the business of the Purchaser.
| (f) | All consents, approvals and authorizations of any governmental or regulatory authority or person whose consent to the Transaction is required to be obtained in order to carry out the transactions contemplated hereby in compliance with all laws and agreements binding upon the parties hereto will have been obtained. |
| (g) | The Purchaser shall issue and deliver to the Vendor or its designees the Consideration Shares. |
| (h) | On or prior to the Closing Date, the Debt Settlement shall have closed. |
The conditions contained in this Section 5.3 hereof are inserted for the exclusive benefit of the Vendor and may be waived in whole or in part by the Vendor at any time. The Purchaser acknowledges that the waiver by the Vendor of any condition or any part of any condition will constitute a waiver only of such condition or such part of such condition, as the case may be, and will not constitute a waiver of any covenant, agreement, representation or warranty made by the Vendor herein that corresponds or is related to such condition or such part of such condition, as the case may be. If any of the conditions contained in this Section 5.3 hereof are not fulfilled or complied with as herein provided, the Vendor may, at or prior to the Closing Time at its option, rescind this Agreement by notice in writing to the Purchaser and in such event the Vendor will be released from all obligations hereunder and, unless the condition or conditions which have not been fulfilled are reasonably capable of being fulfilled or caused to be fulfilled by the Purchaser, then the Purchaser will also be released from all obligations hereunder.
ARTICLE 6–CLOSING
| 6.1 | Vendor Deliveries |
At the Closing Time, the Vendor shall deliver to the Purchaser the following in form and substance satisfactory to the Purchaser:
| (a) | the certificate of the Vendor contemplated in Section 5.2; |
| (b) | all documentation and other evidence reasonably requested by the Purchaser in order to establish the due authorization and consummation of the Transaction required to effectively carry out the obligations of the Vendor pursuant to this Agreement; |
| (c) | lock-up and leak-out agreements, substantially in the form attached hereto as Exhibit B (“Leak-Out Agreements”), duly executed by the Vendor and each person designated by the Vendor to receive Consideration Shares; |
| (d) | any other documentation necessary or reasonably required to transfer the Purchased Assets to the Purchaser with a good and marketable title, free and clear of all Encumbrances whatsoever. |
| 6.2 | Purchaser Deliveries |
At the Closing Time, the Purchaser shall deliver to the Vendor the following in form and substance satisfactory to the Vendor:
| (a) | the certificate of the Purchaser contemplated in Section 5.3; |
| (b) | certificates or DRS statements representing the Consideration Shares; |
| (c) | duly executed copies of the Ancillary Agreements; |
| (d) | duly executed copies of the Leak-Out Agreements; |
| (e) | a certified copy of the resolution of the directors of the Purchaser authorizing the execution and delivery of this Agreement, the Debt Settlement and the Ancillary Agreements and the performance by the Purchaser of the terms of the Agreement including without limitation the allotment and issuance of the Consideration Shares and appointing the persons set out in Section 4.6 hereof; and |
| (f) | all documentation and other evidence reasonably requested by the Vendor in order to establish the due authorization and consummation of the Transaction, including the taking of all corporate proceedings by the boards of directors and shareholders of the Purchaser required to effectively carry out the obligations of the Purchaser pursuant to this Agreement. |
| 6.3 | Place of Closing |
The Closing shall take place at the Closing Time at the offices of counsel to the Purchaser or at such other place as the Purchaser and the Vendor may agree upon in writing.
ARTICLE 7– INDEMNIFICATION
| 7.1 | Purchaser Indemnity |
The Purchaser will indemnify, defend, and hold harmless the Vendor from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Vendor by reason of, resulting from, based upon or arising out of (i) any misrepresentation, misstatement or breach of warranty of the Purchaser contained in or made pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement; or (ii) the breach or partial breach by the Purchaser of any covenant or agreement of the Purchaser made in or pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement.
| 7.2 | Vendor Indemnity |
The Vendor will indemnify, defend, and hold harmless the Purchaser from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Purchaser by reason of, resulting from, based upon or arising out of (i) any misrepresentation, misstatement or breach of warranty of Vendor contained in or made pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement; or (ii) the breach or partial breach by the Vendor of any covenant or agreement of the Vendor made in or pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement.
ARTICLE 8- ARBITRATION
| 8.1 | Reasonable Commercial Efforts to Settle Disputes |
If any controversy, dispute, claim, question or difference (a “Dispute”) arises with respect to this Agreement or its performance, enforcement, breach, termination or validity, the Parties to the Dispute will use all commercially reasonable efforts to settle the Dispute. To this end, they will consult and negotiate with each other in good faith and understanding of their mutual interests to reach a just and equitable solution satisfactory to all such Parties.
| 8.2 | Arbitration |
Except as is expressly provided in this Agreement, if the Parties do not reach a solution pursuant to Section 8.1 within a period of 30 Business Days following the first notice of the Dispute by any Party to the other party(ies) to the Dispute, then upon written notice by any Party to the other party(ies) to the Dispute, the Dispute will be submitted to non-binding arbitration in accordance with the provisions of the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Expedited Procedures. To the fullest extent permitted by law, any dispute arising from or related to this Agreement, including questions about the scope of arbitrability, shall be subject to mandatory arbitration before a single arbitrator. Any such arbitration, including the appointment of the arbitrator, shall be conducted by the AAA in accordance with the AAA’s Commercial Expedited Procedures. Any such arbitration shall take place remotely or, if required to take place in person, in the State of Texas.
ARTICLE 9– TERMINATION; GENERAL
| 9.1 | Termination |
(a) This Agreement may be terminated at any time prior to the by the mutual written consent of the Purchaser and the Vendor.
(b) This Agreement may be terminated by either the Purchaser or the Vendor at any time prior to the Closing: (1) if the Transaction has not been consummated on or before February 28, 2024 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily resulted in, the failure of the Transaction to be consummated on or before the End Date; or (2) if any governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Transaction, and such Law shall have become final and nonappealable.
(c) This Agreement may be terminated by the Purchaser at any time prior to the Closing if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Vendor set forth in this Agreement such that the conditions to the Closing of the Transaction set forth in this Agreement would not be satisfied and, such breach is incapable of being cured by the End Date; or, if capable of being cured by the End Date, shall not have been cured prior to the earlier of (1) 5 days after written notice thereof is given by the Purchaser to the Vendor or (2) the End Date.
(d) This Agreement may be terminated by the Vendor at any time prior to the Closing if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Purchaser set forth in this Agreement such that the conditions to the Closing of the Transaction set forth in this Agreement would not be satisfied and, such breach is incapable of being cured by the End Date; or, if capable of being cured by the End Date, shall not have been cured prior to the earlier of (1) 5 days after written notice thereof is given by the Vendor to the Purchaser or (2) the End Date.
| 9.2 | Confidentiality |
The Purchaser covenants and agrees that, except as otherwise authorized by the Vendor and until the Closing, neither the Purchaser nor its representatives, agents or employees will disclose to third parties, directly or indirectly, any confidential information or confidential data relating to the Vendor or the Business discovered or received by the Purchaser or its representatives, agents or employees as a result of the Vendor making available to the Purchaser and its representatives, agents or employees the information requested by them in connection with the Transaction.
| 9.3 | Collection of Personal Information |
The Vendor acknowledges and consents to the fact that the Purchaser may be required to collect its personal information which may be disclosed by the Purchaser to:
(a) Securities regulatory authorities;
(b) the Purchaser’s registrar and transfer agent; and
(c) tax authorities.
By executing this Agreement, the Vendor is deemed to be consenting to the foregoing collection, use and disclosure of such personal information and to the retention of such personal information for as long as permitted or required by law or business practice. The Vendor hereby consents to the foregoing collection, use and disclosure of such personal information for such purposes only. The Vendor also consents to the filing of copies or originals of any of the documents described herein as may be required to be filed with any securities regulatory authority in connection with the transactions contemplated hereby. An officer of the Purchaser is available to answer questions about the collection of personal information by the Purchaser.
| 9.4 | Notices |
(1) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by facsimile or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows:
| (a) | if to the Purchaser: |
LODE-STAR
MINING INC.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇@▇▇▇▇-▇▇▇▇▇▇▇▇▇▇.▇▇▇
| (b) | if to the Vendor: |
Tarka
L’Herpiniere
▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇
Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day, on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labour dispute or other event that might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as described.
(2) Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 9.4.
| 9.5 | Public Announcements and Disclosure |
The Parties shall consult with each other before issuing any press release or making any other public announcement with respect to this Agreement or the Transaction and, except as required by any applicable Law or stock exchange having jurisdiction, no Party shall issue any such press release or make any such public announcement without the prior written consent of the others, which consent shall not be unreasonably withheld or delayed. Prior to any such press release or public announcement, none of the Parties shall disclose this Agreement or any aspect of the Transaction except to its board of directors, its senior management, its legal, accounting, financial or other professional advisors, any financial institution contacted by it with respect to any financing required in connection with the Transaction and counsel to such institution, or as may be required by any applicable Law or stock exchange having jurisdiction.
| 9.6 | Assignment |
The rights of the Purchaser hereunder are not assignable without the written consent of the Vendor. The rights of the Vendor hereunder are not assignable without the written consent of the Purchaser, provided that the Purchaser may assign its rights and obligations hereunder to a wholly-owned subsidiary of the Purchaser.
| 9.7 | Commercially Reasonable Efforts |
The Parties acknowledge and agree that, for all purposes of this Agreement, an obligation on the part of any Party to use its “commercially reasonable efforts” to obtain any waiver, Consent or other document shall not require such Party to make any payment to any person for the purpose of procuring the same, other than payments for amounts due and payable to such person, payments for incidental expenses incurred by such person and payments required by any applicable law or regulation.
| 9.8 | Expenses |
Unless otherwise provided, each of the Vendor and the Purchaser shall be responsible for the expenses (including fees and expenses of legal advisers, accountants and other professional advisers) incurred by them, respectively, in connection with the negotiation and settlement of this Agreement and the completion of the Transaction, with the exception that the Purchaser shall reimburse the Vendor for his costs incurred in relation to the Transaction in the amount of US$7500.00. In the event of termination of this Agreement, the obligation of each Party to pay its own expenses will be subject to any rights of such Party arising from a breach of this Agreement by another Party.
| 9.9 | Further Assurances |
Each of the Parties shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other Parties may reasonably require from time to time after Closing at the expense of the requesting Party for the purpose of giving effect to this Agreement and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.
| 9.10 | Entire Agreement |
This Agreement, including all Schedules, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral including without limitation, the Letter of Intent. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter except provided in this Agreement.
| 9.11 | Waiver, Amendment |
Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the Party to be bound. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.
| 9.12 | Rights Cumulative |
The rights and remedies of the Parties are cumulative and not alternative.
| 9.13 | Counterparts |
This Agreement may be executed in any number of counterparts, and/or by facsimile or e-mail transmission of Adobe Acrobat files, each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument. Any Party executing this Agreement by fax or Adobe Acrobat file shall, immediately following a request by any other Party, provide an originally executed counterpart of this Agreement provided, however, that any failure to so provide shall not constitute a breach of this Agreement.
[signature page to follow]
IN WITNESS WHEREOF this Agreement has been executed as of the 12 day of February, 2025.
| LODE-STAR MINING INC. | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | Chief Executive Officer | |
| THE VENDOR: | ||
| /s/ Tarka L’Herpiniere | ||
TARKA L’HERPINIERE
| Country and State of Residence: | France |
Schedule A
PURCHASED ASSETS
Asset:
1. All improvements, modifications, creations and enhancements created by Vendor using Predictive Technologies’ AI models (the “PNE-SIA System”) as memorialized in the “Agreement for Development and Commercialization of Derivative Products” between Vendor and Predictive Technologies, LLC executed on January 28, 2025 with an effective date of September 1, 2024 including, but not limited to, Alpha demos of the PNE-SIA System. All intellectual property related thereto, including websites and web domains.
2. All works described in Section 4 of the License Agreement between Predictive Technologies, LLC and Purchaser executed on or about the Closing Date.
3. PNE-SIA Implementation, Optimization, and Development Know-How
Type of Asset:
1. Software including, but not limited to, instructions, data, computer programs, object code and source code, related to the Asset as set forth above.
2. Proprietary technical know-how, skills and expert knowledge for the operation, maintenance, optimization, and further development of the PNE-SIA System.
3. Know-how that is the proprietary to Vendor, derived from his experience developing, training, testing, implementing, and optimizing the PNE-SIA System. This includes:
| ○ | Data Curation and Management Techniques: Specific methods developed by Vendor for collecting, cleaning, and preparing news, social media, and expert data for optimal input into the PNE-SIA. |
| ○ | Model Training and Tuning Methodologies: Detailed methodologies developed and applied by Vendor for training the LLM and other predictive models within the PNE-SIA, including optimal hyperparameter selection, evaluation, and validation techniques, custom loss functions, custom optimizers, and best practices for data sampling. |
| ○ | System Optimization Strategies: Best practices developed by Vendor for configuring, operating, and scaling the system for optimal performance. This also includes details on how to optimize model performance through data augmentation, and specialized data filtering and data preprocessing techniques. |
| ○ | Troubleshooting and Maintenance Procedures: Detailed procedures developed by Vendor to diagnose and fix any issues with the PNE-SIA, and knowledge of common failure points. |
| ○ | Advanced System Customization: Procedures and approaches developed by Vendor for enhancing or customizing the system for specific use cases or for increasing the accuracy of predictions. Specific techniques for using data to tune model parameters to a specific stock. |
| ○ | Interpretation of Predictive Outputs: Vendor’s detailed understanding on interpreting the results and reports generated by the PNE-SIA system and how to use them for the highest accuracy. |
| ○ | Expert Knowledge Integration: Methods developed by Vendor to effectively utilize expert inputs to inform system outputs, by curating and structuring expert knowledge for system-readable format. |
| ● | Delivery methods: The know-how will be delivered through a combination of: |
| ○ | Written documentation detailing methodologies and procedures developed by Vendor. |
| ○ | Any relevant proprietary scripts, code, or tools developed by Vendor that are not licensed by Predictive Technologies LLC. |
| ○ | On-site or remote training and knowledge transfer sessions led by ▇▇▇▇▇▇. |