Form 8-K

8-K — Z Squared Inc.

Accession: 0001683168-26-003388

Filed: 2026-04-30

Period: 2026-04-24

CIK: 0001759186

SIC: 6199 (FINANCE SERVICES)

Item: Completion of Acquisition or Disposition of Assets

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — zsquared_8k.htm (Primary)

EX-3.2 — AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (zsquared_0302.htm)

EX-10.1 — AMENDED AND RESTATED ASSET-FOR-SHARE EXCHANGE AGREEMENT WITH BSG SERIES CM (zsquared_1001.htm)

EX-10.2 — FIRST AMENDMENT TO AMENDED AND RESTATED ASSET-FOR-SHARE EXCHANGE AGREEMENT (zsquared_1002.htm)

EX-10.3 — SECOND AMENDMENT TO AMENDED AND RESTATED ASSET-FOR-SHARE EXCHANGE AGREEMENT (zsquared_1003.htm)

EX-10.6 — INDEMNIFICATION AGREEMENT BY AND BETWEEN Z SQUARED AND DAVID HALABU (zsquared_1006.htm)

EX-10.7 — NDEMNIFICATION AGREEMENT BY AND BETWEEN Z SQUARED AND ADAM SOHN (zsquared_1007.htm)

EX-10.8 — INDEMNIFICATION AGREEMENT BY AND BETWEEN Z SQUARED AND BRYAN FUERST (zsquared_1008.htm)

EX-10.9 — INDEMNIFICATION AGREEMENT BY AND BETWEEN Z SQUARED AND KENNETH COOPER (zsquared_1009.htm)

EX-10.10 — NDEMNIFICATION AGREEMENT BY AND BETWEEN Z SQUARED AND MICHELLE BURKE (zsquared_1010.htm)

EX-10.11 — INDEMNIFICATION AGREEMENT BY AND BETWEEN Z SQUARED AND BRIAN COGLEY (zsquared_1011.htm)

EX-10.12 — EMPLOYMENT AGREEMENT BY AND BETWEEN Z SQUARED AND DAVID HALABU (zsquared_1012.htm)

EX-10.13 — EMPLOYMENT AGREEMENT BY AND BETWEEN Z SQUARED AND MICHELLE BURKE (zsquared_1013.htm)

EX-10.14 — EMPLOYMENT AGREEMENT BY AND BETWEEN Z SQUARED AND BRIAN COGLEY (zsquared_1014.htm)

EX-10.15 — FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN Z SQUARED AND BRIAN COGLEY. (zsquared_1015.htm)

EX-21.1 — SUBSIDIARIES OF Z SQUARED INC. (zsquared_2101.htm)

EX-99.1 — UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (zsquared_9901.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: zsquared_8k.htm · Sequence: 1

COEPTIS THERAPEUTICS HOLDINGS, INC. 8-K

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

_____________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):

April 24, 2026

_____________________

Squared Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-39669

98-1465952

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

550

South Andrews Ave., Suite

#700

Fort

Lauderdale, Florida

33301

(Address of principal executive offices)

(Zip Code)

954-400-9994

(Registrant’s telephone number,

including area code)

Coeptis Therapeutics Holdings, Inc.

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of

each class

Trading Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $0.0001 per share

ZSQR

Nasdaq

Global Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

On April 24, 2026, CP Merger

Sub, Inc., a Wyoming corporation (“Merger Sub”) and wholly owned direct subsidiary of Coeptis Therapeutics Holdings,

Inc., a Delaware corporation (“Coeptis”), merged with and into Z Squared Inc., a Wyoming corporation (“Z Squared”),

with Z Squared surviving as a wholly owned subsidiary of Coeptis (the “Merger”). The Merger was completed on April

24, 2026 (the “Closing Date”). In connection with the Merger, pursuant to the Articles of Merger, the surviving

corporation changed its name to Z Squared OpCo Inc. (“OpCo”). Coeptis is the parent holding company of OpCo and, following

the Merger, on April 27, 2026, pursuant to an amendment to Coeptis’ certificate of incorporation, Coeptis changed its name to Z

Squared Inc., a Delaware corporation, and is referred to herein as “Pubco”. References to “we,” “us,”

“our,” and “the company” refer to Pubco unless the context otherwise requires.

These forward-looking statements

are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may cause our

(or our industry’s) actual results, levels of activity or performance to be materially different from any future results, levels

of activity or performance expressed or implied by these forward-looking statements. The “Risk Factors” section of this current

report sets forth detailed risks, uncertainties and cautionary statements regarding our business and these forward-looking statements.

We cannot guarantee future

results, levels of activity or performance. You should not place undue reliance on these forward-looking statements, which speak only

as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements

that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend

to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or

to reflect the occurrence of unanticipated events.

EXPLANATORY NOTE

On April 24, 2026, CP Merger

Sub, Inc., a Wyoming corporation (“Merger Sub”) and wholly owned direct subsidiary of Coeptis Therapeutics Holdings,

Inc., a Delaware corporation (“Coeptis”), merged with and into Z Squared Inc., a Wyoming corporation (“Z Squared”),

with Z Squared surviving as a wholly owned subsidiary of Coeptis (the “Merger”). The Merger was completed on April

24, 2026 (the “Closing Date”). In connection with the Merger, pursuant to the Articles of Merger, the surviving

corporation changed its name to Z Squared Opco Inc. (“OpCo”). Coeptis is the parent holding company of OpCo and, following the

Merger, on April 27, 2026, pursuant to an amendment to Coeptis’ certificate of incorporation, Coeptis changed its name to Z Squared

Inc., a Delaware corporation, and is referred to herein as “Pubco”. References to “we,” “us,”

“our,” and “the company” refer to Pubco unless the context otherwise requires.

This Current Report contains

summaries of the material terms of various agreements executed in connection with the transactions described herein. The summaries of

these agreements are subject to, and are qualified in their entirety by, reference to these agreements, all of which are incorporated

herein by reference.

This Current Report is being

filed in connection with a series of transactions consummated by the company and certain related events and actions taken by the company.

This current report responds to the following items

on Form 8-K:

Item 2.01

Completion of Acquisition or Disposition of Assets

Item 5.01

Changes in Control of the Registrant

Item 5.02

Departure of Directors or

Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain

Officers

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 9.01

Financial Statements and Exhibits

TABLE OF CONTENTS

Item 2.01.

Completion of Acquisition or Disposition of Assets

The Merger and Related Transactions

Description of Business

Risk Factors and Special Considerations

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Security Ownership of Certain Stockholders and Management

Directors and Executive Officers

Executive Compensation

Certain Relationships and Related Transactions

Description of Capital Stock

Market for Common Equity and Related Stockholder Matters

Legal Proceedings

Indemnification of Officers and Directors

Part F/S

Index To Exhibits

Description of Exhibits

Item 5.01

Changes in Control of the Registrant

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 9.01

Financial Statements and Exhibits

iii

Item 2.01.

Completion of Acquisition or Disposition of Assets

THE MERGER AND RELATED TRANSACTIONS

The Merger

On April 25, 2025, Coeptis

Therapeutics Holdings, Inc., a Delaware corporation (“Coeptis”), CP Merger Sub, Inc., a Wyoming corporation and wholly

owned direct subsidiary of Coeptis (“Merger Sub”), and Z Squared Inc., a Wyoming corporation (“Z Squared”),

entered into an Agreement and Plan of Merger, as may be amended from time to time (the “Merger Agreement”), pursuant

to which, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub merged with and into Z

Squared, with Z Squared surviving as a wholly owned subsidiary of Coeptis (the “Merger”). The Merger was completed

on April 24, 2026 (the “Closing Date”). In connection with the Merger, pursuant to the Articles of Merger,

the surviving corporation changed its name to Z Squared OpCo Inc. (“OpCo”). Coeptis is the parent holding company of

OpCo and, following the Merger, on April 27, 2026, pursuant to an amendment to Coeptis’ certificate of incorporation, Coeptis changed

its name to Z Squared Inc., a Delaware corporation, and is referred to herein as “Pubco”. References to “we,”

“us,” “our,” and “the company” refer to Pubco unless the context otherwise requires.

At the effective time of the Merger

(the “Effective Time”), each share of Z Squared’s common stock, par value $0.001 (the “Z Squared Common

Stock”) outstanding immediately prior to the Effective Time was converted into the right to receive one share of Coeptis’

common stock, par value $0.0001 per share (the “Coeptis Common Stock”), which shares of Coeptis Common Stock were issued

at the Effective Time as consideration for the Merger, as calculated pursuant to the terms set forth in the Merger Agreement.

As consideration for the Merger,

upon the consummation of the Merger (the “Closing”), the Z Squared stockholders collectively received from Coeptis,

in the aggregate, 43,877,497 shares of Coeptis Common Stock, representing the Applicable Percentage (as defined in the Merger Agreement)

of Coeptis’ issued and outstanding shares of Coeptis Common Stock as calculated on a fully-diluted basis, as provided in the Merger

Agreement (the “Merger Consideration”).

The rights attendant to the Coeptis

Common Stock are set forth in the Pubco’s Certificate of Incorporation, as amended to date, a copy of which is attached hereto as

Exhibits 3.1 and 3.2.

On April 27, 2026, concurrent

with the Merger, we amended our certificate of incorporation to change the name of the company from Coeptis Therapeutics Holdings, Inc.

to “Z Squared Inc.” The Certificate of Incorporation, as amended, is included as Exhibits 3.1 and 3.2 hereto.

Commencing on April 27, 2026,

the trading symbol for the Pubco Common Stock, which is currently listed on the Nasdaq Global Market, changed from “COEP”

to “ZSQR.”

The Merger will be treated as

a reverse merger of Coeptis for financial accounting purposes. The historical financial statements of Coeptis before the Merger will be

replaced with the historical financial statements of OpCo before the Merger in all future filings with the Securities and Exchange Commission

(the “SEC”).

Following the Closing Date, our

board of directors consists of five members. On the Closing Date, pursuant to the Merger Agreement, all of the then-serving directors

and executive officers of Coeptis resigned at or prior to the Effective Time. Prior to the Effective Time but to be effective immediately

following the closing of the Merger and ratification by the new Pubco Board, the Coeptis Board elected five designees selected by Z Squared

to serve as members of the board of directors of Pubco effective upon consummation of the Merger. The composition of the board of directors

of Pubco following the Effective Time in the aggregate satisfies the requisite independence requirements, as well as the sophistication

and independence requirements for the required committees, pursuant to Nasdaq listing requirements. As of the Effective Time, the board

of directors of Pubco is as follows:

David Halabu

Chief Executive Officer, President and Director

Adam Sohn

Director

Bryan Fuerst

Director

Kenneth Cooper

Director

Michelle Burke

Director and Chief Operating Officer

The executive officers of Pubco

following the consummation of the Merger are: David Halabu (Chief Executive Officer); Michelle Burke (Chief Operating Officer); and Brian

Cogley (Chief Financial Officer).

The parties have taken all actions

necessary to ensure that the Merger is treated as a tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986,

as amended.

On April 15, 2026, Coeptis undertook

a reorganization of its assets related to its biopharmaceutical operations (other than its assets with respect to GEAR Therapeutics, Inc.)

to reorganize such assets to be held directly or indirectly by a new subsidiary Coeptis Holdings, Inc (“CHI”). Specifically,

and in connection therewith, Coeptis entered into two assignment and assumption agreements and a contribution agreement pursuant to which

substantially all of such assets and liabilities were assigned/contributed to CHI, in exchange for the issuance to Coeptis of a 100% ownership

interest in CHI. Further, as of immediately prior to the consummation of the Merger, Coeptis declared a one-for-one pro rata dividend

of its ownership interest in CHI to the stockholders of Coeptis existing as of January 2, 2026 (the record date for Coeptis’ most

recent shareholder meeting), which pro rata distribution was effected prior to the closing of the Merger.

In addition, in exchange for Coeptis

keeping in its organization on a post-Merger basis its subsidiary GEAR Therapeutics, Inc, Coeptis issued to CHI 1,000,000 shares of Coeptis’

common stock and executed and delivered to CHI an option agreement that grants CHI a limited time option exercisable in its discretion

to acquire GEAR Therapeutics, Inc. for the fair market value of GEAR Therapeutics, Inc. at the time of exercise. The option becomes exercisable

on October 24, 2026, is exercisable for a period of twenty-four (24) months from the date on which such option becomes exercisable, and

contemplates that the exercise price for the option may be paid at the option of CHI in cash, by return of shares of Coeptis common stock

based on the value of the Coeptis common stock at the time of exercise of the option, or a combination thereof.

Current Ownership

Immediately after giving effect to the Merger, our

issued and outstanding securities as of the Closing Date of the Merger are 51,431, 493 shares of Pubco Common Stock .

Accounting Treatment; Change of Control

The Merger is being accounted

for as a “reverse merger,” and OpCo is deemed to be the acquirer in the reverse merger. Consequently, the assets and liabilities

and the historical operations that will be reflected in the financial statements prior to the Merger will be those of OpCo, and the consolidated

financial statements after completion of the Merger will include the assets and liabilities of OpCo, historical operations of OpCo and

operations of OpCo from the Closing Date of the Merger. Except as described in the previous paragraphs, no arrangements or understandings

exist among present or former controlling stockholders with respect to the election of members of our board of directors and, to our knowledge,

no other arrangements exist that might result in a change of control of Pubco. Further, as a result of the issuance of the shares of Coeptis

Common Stock pursuant to the Merger, a change in control of the Pubco occurred as of the date of consummation of the Merger.

DESCRIPTION OF BUSINESS

Immediately following the Merger,

the business of OpCo became the business of Pubco. Because the Merger is being accounted for as a “reverse merger,” and OpCo

is deemed to be the acquirer in the reverse merger, the business description below is a description of Pubco’s business based on

OpCo’s operations.

Corporate Information

Pubco is a public corporation,

and its securities are traded on the Nasdaq Global Market under the ticker (ZSQR). The principal executive offices of Pubco are located

at 550 South Andrews Ave. Ste. #700, Fort Lauderdale, FL 33301, which we lease, and its telephone number is (954) 400-9994.

Company History

General. Coeptis

was originally incorporated in the British Virgin Islands on November 27, 2018, under the name Bull Horn Holdings Corp. On October 27,

2022, Bull Horn Holdings Corp. domesticated from the British Virgin Islands to the State of Delaware. On October 28, 2022, in connection

with the closing of the merger, Coeptis changed its corporate name from Bull Horn Holdings Corp. to “Coeptis Therapeutics Holdings,

Inc.”

The 2021 Recapitalization Transaction

Coeptis Pharmaceuticals, LLC was

formed on July 12, 2017 as a Pennsylvania multi-member limited liability company. On December 1, 2018, the members of LLC contributed

their interest to a newly formed corporation, Coeptis Pharmaceuticals, Inc. As of December 1, 2018, the LLC became a disregarded single-member

limited liability company which is wholly owned by the newly formed corporation. On February 12, 2021, Vinings Holdings, Inc., a Delaware

corporation (“Vinings”), merged with and into Coeptis Pharmaceuticals, Inc. On July 12, 2021, Vinings legally changed its

name from Vinings Holdings, Inc. to Coeptis Therapeutics, Inc. Coeptis was the surviving corporation of that merger. As a result of the

merger, Vinings acquired the business of Coeptis and continued the existing business operations of Coeptis as a wholly owned subsidiary.

The merger was treated as a recapitalization of the company for financial accounting purposes. The historical financial statements of

Vinings before the merger were replaced with the historical financial statements of Coeptis before the Merger in all future filings with

the SEC.

The 2022 Merger Transaction.

On October 28, 2022, a wholly owned subsidiary of Bull Horn Holdings Corp., merged with and into Coeptis Therapeutics, Inc., with

Coeptis Therapeutics, Inc. as the surviving corporation of the 2022 merger. As a result of the 2022 merger, Coeptis acquired the business

of Coeptis Therapeutics, Inc., which Coeptis operated as a wholly owned subsidiary.

The 2026 Merger Transaction.

As described in more detail above, on April 24, 2026, Merger Sub merged with and into Z Squared, with Z Squared surviving as a wholly

owned subsidiary of Coeptis. On April 27, 2026, Coeptis Therapeutics Holdings, Inc. changed its name to “Z Squared Inc.”

DESCRIPTION OF THE BUSINESS CONDUCTED BY OPCO

Overview

OpCo is a development-stage, vertically

integrated cryptocurrency mining firm focused on optimized, multi-asset digital mining. OpCo will operate advanced mining facilities strategically

distributed across North America (specifically North Carolina, South Carolina, and Iowa).

Following the acquisition of mining

assets from BSG Series CM, LLC, as described under “Material Agreements” herein, OpCo will mine major cryptocurrency assets

Dogecoin (DOGE) and Litecoin (LTC). OpCo’s mining operations are expected to span six locations across South Carolina, Iowa, and

North Carolina, with 9,800 machines to be deployed, including 8,228 L7s, 849 L9s, and 723 DG1+ units and precise strategies tailored for

each asset and mining algorithm (e.g., SHA-256, Scrypt, kHeavyHash).

Key elements of OpCo’s operations will include:

Fleet Optimization: Continuous monitoring and rotation of miners based on performance, age, and market conditions.

Repair & Spare Parts Program: In-house process for tracking, repairing, and recycling units, maximizing hardware lifecycle and reducing capital waste.

Power Strategy: Dynamic response to curtailment and seasonal electricity rates, optimizing cost per kilowatt-hour and maintaining uptime. Energy costs are expected to be uniform at $0.088 per kWh, as set forth in the master Services Agreement with Minting Dome, and no material cost differences are anticipated at this stage.

Performance Reporting: Custom-built dashboards for real-time visibility into Hash Rate, unit status, revenue per machine, and operational health.

Mining Overview

OpCo will mine major cryptocurrency

assets Dogecoin (DOGE) and Litecoin (LTC). It manages a substantial fleet of specialized ASIC miners—including Antminer models (L7,

L9, and DG1+)—with precise strategies tailored for each asset and mining algorithm (e.g., SHA-256, Scrypt, kHeavyHash).

Mined crypto assets will be promptly

converted to fiat or stablecoins rather than held for extended periods, aligning with a risk-averse strategy to mitigate price volatility.

This conversion-focused approach supports compliance with accounting standards under ASC 350-60, where crypto assets are measured at fair

value, and helps avoid classification issues under securities regulations. The typical holding period for mined assets is expected to

be brief, not exceeding a period of up to two weeks from the receipt of mined crypto assets. This short duration minimizes exposure to

market fluctuations and facilitates rapid liquidity. USD proceeds from converting mined digital assets typically vary from the spot value

at receipt due to market movement and execution effects. Based on current experience, this variance is typically under approximately 3.0%,

but may be higher or lower and is not a fee, cap or guarantee. OpCo may use automated conversion protocols to minimize exposure to short-term

price swings. While OpCo aims to mitigate volatility, there may still be short-term fluctuations between mining and conversion that could

affect net proceeds.

In connection with the Merger,

a nationally recognized valuation firm performed a valuation analysis on behalf of Coeptis to estimate the fair market value of OpCo’s

mining operations as of January 31, 2025. On April 22, 2025, the firm completed its valuation analysis wherein it ascribed a value of

approximately $660,300,000 for OpCo’s mining machine assets. The valuation was based on the assumption that all of the company’s

machines are L9 application-specific integrated circuit (ASIC) miners dedicated to mining Dogecoin (DOGE). However, it should be noted

that the machines are in fact L7 ASIC miners, which are utilized to mine a broader range of digital assets, including Dogecoin (DOGE)

and Litecoin (LTC). Notwithstanding this clarification, no material update to the valuation report is required. Each machine is routinely

optimized on-site to reach L9-equivalent performance levels through methods such as overclocking and firmware updates.

Current Market Conditions

As of April 27, 2026, DOGE and

LTC were priced at $0.098985 and $55.52, respectively. OpCo expects to operate with an average energy cost of $0.088/kWh. Mining economics

were analyzed using three ASIC models, with Bitmain’s L9 demonstrating the highest efficiency (0.21 J/MH) and positive profit margins

under current conditions. DOGE contributes approximately 85–90% of daily mining revenue, with LTC as a secondary component. Break-even

DOGE prices range from $0.086 to $0.149, depending on miner type. Sensitivity analysis shows that a 20% increase in energy prices or 10%

drop in crypto prices would compress margins but leave operations with thinner-margin units like the L7 most affected.

Hash Rate

Hash Rate is the total computational

power a miner contributes to a network. Generally speaking, higher hash rate increases the probability of successfully mining a block

and receiving the associated block reward + transaction fees. Hash rate is directly correlated to revenue, only to the extent that it

proportionally outpaces the network difficulty and competitors' aggregate hash rate. With respect to energy consumption, mining hardware

converts electricity into hashing power. Energy usage is a function of the efficiency of the hardware (e.g., J/TH), the hash rate being

maintained, and uptime (ideally 100%). Mining Costs are primarily driven by electricity costs, cooling and infrastructure, depreciation

of hardware, and hosting/lease agreements. With higher hash rate, more blocks mined would be expected (assuming network difficulty remains

fixed), but if network difficulty rises, the same hash rate would generate lower rewards. Similarly, if market prices for DOGE or LTC

decrease, revenue in fiat terms declines despite static performance.

Energy costs are also a critical

metric. Less efficient miners can become unprofitable during price compression or halving events. Margins can also be affected due to

price volatility or difficulty spikes.

Dogecoin (DOGE)

Dogecoin is a decentralized, peer-to-peer

cryptocurrency that was initially introduced in 2013 as a light-hearted alternative to Bitcoin. Based on the Scrypt algorithm and derived

from the Litecoin codebase, Dogecoin offers relatively fast transaction times and low fees. Despite its origins as a meme-inspired digital

asset, Dogecoin has gained significant popularity and adoption, driven in part by its active online community and high-profile endorsements.

Dogecoin is primarily used for tipping, microtransactions, and charitable donations, though it has increasingly been integrated into select

payment systems.

Litecoin (LTC)

Litecoin is a decentralized, open-source

cryptocurrency launched in 2011 as one of the earliest alternatives to Bitcoin. The Litecoin network utilizes the Scrypt proof-of-work

algorithm and is designed to provide faster transaction confirmation times and a different hashing algorithm than Bitcoin. Litecoin’s

maximum supply is capped at 84 million coins, and it has been widely adopted for peer-to-peer transactions and as a testbed for innovations

later implemented in other cryptocurrencies, such as Segregated Witness (SegWit) and the Lightning Network. Litecoin is often referred

to as the “silver to Bitcoin’s gold.”

OpCo will distinguish itself within

the cryptocurrency mining industry through its specialized altcoin-centric mining strategy, bolstered by extensive and proven operational

experience.

Unlike most major cryptocurrency

mining firms focused solely on bitcoin, OpCo will strategically mine altcoins, Dogecoin (DOGE) and Litecoin (LTC). This portfolio enables

OpCo to:

Maximize profitability by rapidly reallocating hash power to coins offering superior short- to medium-term ROI, especially during market fluctuations.

Reduce asset-specific risk, ensuring more balanced, stable revenue streams even during downturns or volatile market conditions.

Optimize hardware investment by deploying specialized, highly-efficient ASIC miners uniquely tailored for specific altcoin algorithms, enhancing mining profitability compared to competitors using generalized equipment.

The Dogecoin and Litecoin networks

are decentralized and do not require governmental authorities or financial institution intermediaries to create, transmit or determine

the value of Dogecoin or Litecoin. Rather, Dogecoin and Litecoin are created by the Dogecoin and Litecoin network protocols through a

process referred to as “mining” and the persons or machines that provide transaction verification services to the Dogecoin

and Litecoin networks are rewarded with new Dogecoin and Litecoin. They are called “miners.”

The Dogecoin and Litecoin blockchains

are a digital chain of blocks with each block containing information relating to a group of Dogecoin or Litecoin transactions. Miners

validate Dogecoin and Litecoin transactions, securing the blocks and adding the blocks of transactions to the blockchain record by using

computer processing power to solve complex mathematical problems. Solving the problems will result in the block being successfully added

to the chain. This means that the Dogecoin or Litecoin transaction information in the block is verified and locked into the blockchain

where it remains as a permanent record on the blockchain network. The record set maintained by the Dogecoin and Litecoin networks is publicly

viewable and accessible to all. As an incentive to those who incur the computational cost of securing the Dogecoin and Litecoin networks

by validating transactions, the miner who correctly solves the problem resulting in a block being added to the Dogecoin or Litecoin blockchain

is rewarded with Dogecoin or Litecoin.

To begin Dogecoin or Litecoin

mining, a user can download and run Dogecoin or Litecoin network mining software, which turns the user’s computer into a “node”

on the Dogecoin or Litecoin network that validates blocks. Each block contains the details of some or all of the most recent transactions

of Dogecoin and Litecoin submitted by users of the Dogecoin and Litecoin network that are not already included in prior blocks, and a

transaction awarding an amount of Dogecoin and Litecoin to the miner who will add the new block. Each unique block can be solved and added

to the blockchain by only one miner. Therefore, individual miners and mining pools (i.e., groups of miners acting together) on the Dogecoin

and Litecoin networks are engaged in a competitive process of increasing their computing power to improve their likelihood of solving

for new blocks and receiving Dogecoin or Litecoin rewards. As more miners join the Dogecoin and Litecoin networks and its collective processing

power increases, the Dogecoin and Litecoin networks adjust the complexity of the block-solving equation to maintain a predetermined pace

of adding a new block to the blockchain, which varies by blockchain. A miner’s proposed block is added to the blockchain once a

majority of the nodes on the Dogecoin or Litecoin network confirms the miner’s work. Miners that are successful in adding a block

to the blockchain are awarded Dogecoin or Litecoin for their effort and may also receive transaction fees paid by transferors whose transactions

are recorded in the block. This reward system is the method by which new Dogecoin and Litecoin enter into circulation.

Performance Metrics - Network Hash Rate and

Difficulty

In cryptocurrency mining, “Hash

Rate” or “hashes per second” are the measuring units of the processing speed of a mining computer mining Dogecoin or

Litecoin. “Hash Rate” is defined as the speed at which a computer can take any set of information and use an algorithm to

reduce that information into a string of letters and numbers of a certain length, known as a “hash.” A “hash”

is the computation run by mining hardware in support of the blockchain; therefore, a miner’s “Hash Rate” refers to the

rate at which it is capable of solving such computations.

An individual miner has a Hash

Rate measured as the total Hash Rate of all of the miners it deploys in its Dogecoin and Litecoin mining operations, and network-wide

there is a total Hash Rate of all miners seeking to mine Dogecoin and Litecoin. The higher total Hash Rate of a specific miner, as a percentage

of the network wide total Hash Rate, generally results over time in a corresponding higher success rate in Dogecoin and Litecoin rewards

as compared to miners with lower Hash Rates. Today, network wide Hash Rates are measured in peta hashes per second, or one quadrillion

(1,000,000,000,000,000) hashes per second, and exa hashes per second, or one quintillion (1,000,000,000,000,000,000) hashes per second.

“Difficulty” is a

relative measure of how complex the process is made to successfully solve the algorithm and obtain a Dogecoin or Litecoin award. The difficulty

is adjusted by the Dogecoin network mining software periodically generally as a function of how much hashing power is deployed by the

network of miners and designed to maintain certain mining results so that, on average, one minute is required to produce a Dogecoin block.

If the time to produce a block is generally exceeding the one minute expectation, which suggests that the target difficulty is set too

high, the network reduces the degree of difficulty and vice versa, with this protocol called difficulty retargeting.

Mining Power Requirements

OpCo excels at leveraging dynamic

power strategies, including curtailment programs and proactive adjustments based on real-time electricity pricing. This allows OpCo to

operate at significantly lower and more predictable energy costs compared to competitors, creating a sustainable cost advantage.

Breakeven Analysis

OpCo plans to operate a substantial

fleet of specialized ASIC miners, including Bitmain Antminer L7, Bitmain Antminer L9, and ElphaPex DG1+ miners, all of which are specifically

designed for mining Scrypt-based cryptocurrencies Dogecoin (DOGE) and Litecoin (LTC). The breakeven analysis of mining DOGE and LTC with

this fleet is computed by setting the normalized power cost per (GH/s)-day, equal to merged-mining revenue per (GH/s)-day and solving

for the DOGE price using contemporaneous DOGE and LTC coin yields per (GH/s)-day computed from network hashrate or difficulty.

The normalized power cost per

(GH/s)-day (the “Fleet-Weighted Energy Cost”) represents the daily power cost per unit of hash rate normalized to 1 GH/s for

one day, and is calculated by multiplying the total power (kW) of the fleet × 24 hours × the electricity hosting rate of $0.088/kWh,

and dividing the product by the total hashrate (GH/s) of the fleet. Using this calculation and applying manufacturer-listed hashrate (GH/s)

and power consumption (kW) data for the expected fleet of miners, OpCo estimates the Fleet-Weighted Energy Cost to be approximately $0.7451

per GH per day, which represents the cost of electricity required to operate 1 GH/s of hashrate for a full day.

Cost per unit of hash = (34,063 kW × 24h ×

0.088 USD/kWh) / 96,555 GH/s

= $0.7451 per GH per day

The expected merged-mining revenue

(i.e. combined DOGE and Litecoin LTC coin yields per (GH/s)-day)) is computed from contemporaneous network statistics (block reward and

block cadence) using network hashrate or, conversely, network difficulty. To mitigate day-to-day randomness in block discovery and to

stabilize estimates for the breakeven analysis, the date range (April 18–27, 2026) is used by computing the expected coins on each

day (using that day’s network hashrate or difficulty) and then averaging across the window to obtain period-average DOGE and LTC

coin yields per (GH/s)-day.

DOGE has a fixed reward of 10,000

DOGE per block and targets ~1 minute per block, while LTC’s current reward is 6.25 LTC per block and targets ~2.5 minutes per block.

For coins (DOGE or LTC), expected coins per (GH/s) per day are calculated by multiplying the blocks per day by the coins per block, and

dividing by the network hashrate in GH/s using the network hashrate method:

Network hashrate method:

Network difficulty method:

Network Hashrate Method

Network Difficulty Method

5.0979 DOGE per (GH/s)-day

0.001448 LTC/GH/day (average)

Independently, the difficulty method over the same

window yields ≈ 5.0979 DOGE and ≈ 0.001448 LTC coins per (GH/s)-day.

Using the April 18–27, 2026

window and LTC at $55.52, with a fleet-weighted energy cost of $0.7451 USD per (GH/s)-day, the DOGE breakeven prices are approximately

0.1462 USD/DOGE (DOGE-only) and 0.1304 USD/DOGE when crediting LTC at $55.52 per LTC.

DOGE-only:

DOGE with LTC credit at LTC $55.52

(April 27, 2026 close):

The breakeven price of merged

mining is influenced primarily by two factors: (i) the cost of electricity and (ii) the global hashrate of the Dogecoin/Litecoin networks.

The breakeven analysis is an operational metric. and the estimated breakeven amounts assume that the electricity and hosting rate of $0.088/kWh

under the Master Services Agreement with Minting Dome remains constant. While direct operational costs, such as electricity and hosting,

are considered, the breakeven analysis also assumes continuous operation of the miners on a 24 hours/day, 7 days/week basis; and excludes

pool fees and transaction fees, setup costs, maintenance, insurance, repairs, and other necessary costs and expenses of OpCo.

By equating the Fleet-Weighted

Energy Cost to the expected merged-mining revenue (per unit of hash rate derived from contemporaneous network hashrates, block times,

and block rewards), OpCo arrived at the breakeven point for the price per DOGE when considering Dogecoin yields alone, as well as the

price per DOGE when including the offsetting value of Litecoin produced through merged mining. Therefore, if OpCo mines DOGE at the same

price, it would achieve a breakeven.

Inputs from April 18-27, 2026

LTC Price (as of April 27, 2026)

$55.52

Total Power (kW) of miner fleet

34,063

Total Hashrate (GH/s) of miner fleet

96,555

DOGE Yield Average

5.0979 DOGE coins per (GH/s)-day

LTC Yield Average

0.001448 LTC coins per (GH/s)-day

Breakeven (DOGE only)

0.1462 USD

Breakeven (DOGE with LTC)

0.1304 USD

Digital Asset Mix

Upon commencement of OpCo’s

mining operations, DOGE will contribute 85-90% of daily mining revenue, and LTC will contribute the remaining, secondary component. Using

the above closing prices for DOGE and LTC on April 27, 2026, DOGE daily issuance value of 1,440 blocks per day materially exceeds LTC’s

at 576 blocks per day. When both DOGE and LTC are merged-mined on Scrypt hardware, DOGE’s larger reward value accounts for the principal

driver of daily revenue based on the current prices and rewards.

DOGE’s outsized revenue

contribution is due in part to current network conditions. A higher LTC price or, alternatively, a lower LTC network hashrate, would increase

the LTC contribution in the DOGE breakeven formula and reduce the breakeven price, which in turn would increase margins.

Mining Pools

OpCo intends to register and operate

its mining hardware within mining pools managed by third-party mining pool operators, each of whom ranks among the top five largest global

mining pool operators for Dogecoin and Litecoin, such as EMCD, Antpool and ViaBTC. OpCo will contribute its hash rate to one or more global

mining pools operated by the third-party mining pool operators, subject to their terms of service. In simple terms, the mining pool operator

calculates and pays miners, such as OpCo, their share of the reward, which is a function of: (a) the miners’ actual hash rate contributed

and (b) global network difficulty. The operator pays the miners (e.g. OpCo) in arrears for their mathematically calculated share of global

block rewards (net of fees to the operator) plus our share of global transaction fees.

Each mining pool operator maintains

different fee structures and reward methods for different coins, which are subject to change. The fee charged by each mining pool operator

varies and is subject to change. OpCo expects fees to vary in an amount up to 4%.

Mining Pool Service Agreements

OpCo intends to “sign-up”

with the mining pool operators on-line according to pre-arranged parameters, whereby OpCo’s hash rates are added to the pool in

exchange for a ratable share of the pool’s Rewards based on the hash rate contributed by OpCo. The service agreements entered into

with each mining pool operator are standard and typically commence as of the date of registration of a user account and continue for the

lifetime of such account, under which the user undertakes to provide computing power in exchange for the cryptocurrencies mined, which

are governed by and subject to the operator’s published online terms of use/service.

Mining Pool Verification of Rewards

In exchange for providing computing

power, which represents OpCo’s performance obligation, OpCo would be entitled to non-cash consideration in the form of cryptocurrency,

calculated under one of two payout methods, depending on the coin mined and the reward system used by the mining pool operator to distribute

mining rewards. For example, the EMCD pool operates on the PPS+ and PPLNS models for Litecoin and Dogecoin, respectively. In the PPLNS

(or Pay-Per-Last-N-Shares) reward distribution method, rewards depends on: (1) the mining pool’s luck in finding a block —

the reward will only be paid if the pool finds blocks during a specific period (if the pool finds more blocks, the miners receive a higher

reward); and (2) The number (N) of the last shares the miners’ equipment contributed to the pool — miners who worked longer

during the period will receive higher rewards compared to those with short-term connections.

Rewards under PPS+ (or Pay Per

Share Plus) reward method depend on the number of shares sent by the miners’ equipment (as in PPS) and the pool's luck in finding

the block — in this case the miners get an additional reward if the pool finds a block (as in PPLNS). The higher the luck, the more

blocks the pool will find, and the more additional rewards the miners get. OpCo will use dashboard metrics provided by the mining pool

operator and blockchain explorers to calculate/verify its share of rewards received. Online agreements with each mining pool operator

define payout terms, fees, and operational obligations, and are publicly available on each operator’s website.

Key Storage

Anchorage Digital employs a sophisticated

Multi-Party Computation (MPC) with quorum requirements and multiple signors, as confirmed by OpCo's usage. This architecture provides

the following security features:

Hardware Security Module (HSM) Integration

Anchorage Digital utilizes FIPS

140-2 certified hardware security modules that keep private key material completely offline within air-gapped hardware while enabling

real-time transaction processing. The HSMs perform independent verification of transaction instructions and organizational policies before

authorizing any asset movement.

Multi-Party Computation Framework:

The MPC system ensures that private

keys never exist in complete form at any location or time. Key shares are distributed across multiple secure environments, with threshold

signatures requiring a predetermined quorum for transaction authorization. This eliminates single points of failure inherent in traditional

custody models.

Quorum-Based Authorization:

Anchorage Digital's policy engine

validates that transactions meet organizational policies through cryptographic signatures from multiple hardware devices. The system requires

biometric voice and video transaction approval from authorized users, with cryptographically signed instructions endorsing source, destination,

currency, and amount.

Geographic and Access Controls:

Anchorage Digital maintains geographically

distributed infrastructure with strict physical access controls meeting ISO 13491-2 and other security standards. The system provides

proof of exclusive control and auditable records for compliance purposes.

Insurance

OpCo will maintain insurance with

Anchorage Digital. The insurance policy covers digital assets throughout their life cycle, addressing gaps that typically exist in crypto

custody insurance. Anchorage Digital maintains an aggregate $100 million commercial crime insurance policy that provides coverage for

certain losses due to theft, robbery, burglary, as well as third-party computer and funds transfer fraud. This coverage applies to assets

at all times when held at Anchorage Digital Bank, with no distinction between hot and cold storage, and provides comprehensive “end-to-end”

insurance coverage not typically available at other custodians whose insurance coverage applies only to cold storage. As a federally chartered

bank, Anchorage Digital’s insurance arrangements are subject to federal banking oversight, providing additional assurance of coverage

adequacy and claims-paying ability. Digital assets held in custody by Anchorage Digital, however, are not guaranteed by Anchorage Digital

and are not subject to the insurance protections of the Federal Deposit Insurance Corporation (FDIC).

Material Agreements

Master Services Agreement with Minting Dome

OpCo is party to a Master Services

Agreement (“MSA”) with Minting Dome, a leading provider of digital asset infrastructure and tokenization services. Minting

Dome provides technical and operational support for the issuance, management, and lifecycle services of digital assets and tokens related

to OpCo’s blockchain initiatives, specifically, the optimized, multi-asset digital mining of Dogecoin and Litecoin. Pursuant to

the MSA, Minting Dome hosts sites/locations whereby it provides electrical power at $0.088 per KWh, internet access, and connection equipment

necessary for the operation of OpCo’s ASIC miners. Following the installation of OpCo’s ASIC miners, Minting Dome provides

(i) management services, including remote monitoring to oversee the uptime of the ASIC miners and to facilitate repairs, (ii) on-site

personnel to rack, set-up and de-rack the ASIC miners, and (iii) operation and maintenance of the ASIC miners in accordance with industry

standards. The MSA provides that Minting Dome is the exclusive provider of these services to OpCo.

The agreement sets forth key terms

including service level commitments, data security obligations, confidentiality and intellectual property rights. OpCo pays certain delivery

and installation, logistics coordination, repair services, racking and de-racking, and hosting and management services fees.

The MSA became effective at the

Effective Time and is structured with an initial term of three (3) years, with automatic renewal provisions unless terminated by either

party in accordance with the agreement’s terms.

Master Services Agreement with Anchorage Digital

OpCo has also entered into a Master

Custody Services Agreement (the “Custody Agreement”) with Anchorage Digital, a regulated digital asset custodian and infrastructure

provider. Under the terms of the Custody Agreement, Anchorage Digital will act as custodian of OpCo’s digital assets deposited with

Anchorage Digital. Anchorage Digital will provide services through its technology platform, which include: (i) the storage of OpCo’s

digital assets, specifically, Dogecoin and Litecoin, (ii) handling and settlement of digital assets pursuant to OpCo’s authenticated

instructions, and (iii) determining the eligibility of digital assets for continued storage. Anchorage Digital also provides support services,

such as access to representatives for account management and, if needed, lock-up support services to restrict withdrawals and transfers

from OpCo’s accounts with Anchorage Digital. Further, Anchorage Digital may, in its sole discretion, offer on-chain services to

OpCo that include staking, voting, vesting, signaling, and other activities involving interaction with the blockchain underlying the Dogecoin

and Litecoin digital assets. The Custody Agreement governs custody services only and does not provide for conversion services. Any conversion

services, if utilized, would be provided under a separate arrangement with an Anchorage Digital affiliate or through third-party providers.

In consideration for Anchorage

Digital providing the preceding services, OpCo will pay to Anchorage Digital fees depending on the Assets Under Custody (“AUC”)

tier, ranging from 35 annual basis points (“Annual Basis Points”) for AUC under $10 million to 15 Annual Basis Points for

AUC greater than $500 million. The Custody Agreement includes provisions related to security protocols, regulatory compliance, indemnification,

and fees. Anchorage Digital does not have the authority to assign, hypothecate, pledge, encumber or otherwise dispose of OpCo’s

digital assets. The Custody Agreement became effective on August 14, 2025 for an initial term of one year and will automatically renew

for a renewal term of one year following the initial term unless terminated in accordance with its terms. While the Custody Agreement

is currently effective, OpCo will begin using Anchorage Digital’s custodian services in full under the Custody Agreement following

the Effective Date and concurrently with the commencement of OpCo’s business operations. Anchorage Digital’s services support

OpCo’s commitment to operating in a secure and compliant digital asset environment.

Amended and Restated Asset-For-Share Exchange Agreement

Concurrently and in connection

with the closing of the Merger Transaction, OpCo acquired operational mining computer assets comprised of 8,228 Bitmain Antminer L7 units,

849 Bitmain Antminer L9 units and 723 ElphaPex DG1+ units from BSG Series CM in exchange for 44,062,947 shares of OpCo Common Stock issued

to BSG Series CM at a cost basis of $16.31 per share pursuant to an Asset-For-Share Exchange Agreement (as amended by the First Amendment

to the Amended and Restated Asset-For-Share Exchange Agreement dated February 10, 2026, and the Second Amendment to the Amended and Restated

Asset-For-Share Exchange Agreement dated April 23, 2026, the “Asset-For-Share Exchange Agreement”). The shares will be issued

to BSG Series CM pursuant to an exemption from registration under the Securities Act. The Asset-For-Share Exchange Agreement was consummated

concurrently with the Merger Transaction with the representations and warranties of OpCo and BSG Series CM surviving, along with the following

share transfer restrictions.

Pursuant to the Asset-For-Share

Exchange Agreement, BSG Series CM agreed to not sell, dispose of, or otherwise transfer the shares received from OpCo unless the volume-weighted

average price of OpCo’s Common Stock over the ten (10) consecutive days immediately prior to the proposed sale date is greater than

$16.31 per share. BSG Series CM further agreed that, commencing on the date on which OpCo’s Common Stock becomes publicly traded

on a national securities exchange or recognized over-the-counter market, and continuing for a period of eighteen (18) months thereafter,

BSG Series CM and each transferee of OpCo Common Stock transferred from BSG Series CM will not sell more than one-eighteenth of the total

number of OpCo shares beneficially owned by it in any calendar month, not engage in any short selling, or sales that exceed five percent

(5%) of the average daily trading volume of OpCo’s Common Stock over the ten (10) trading days immediately preceding such sale.

Notwithstanding the lock-up and leak-out restrictions, BSG Series CM may sell OpCo Common Stock if the publicly quoted closing price exceeds

$35.00 per share for any two (2) consecutive trading days. These restrictions also apply to any transferees of the shares held by BSG

Series CM.

Competition

The digital asset mining industry

is intensely competitive and rapidly evolving. We face competition from a range of companies that are well-capitalized, technologically

advanced, and geographically diversified. These competitors include public and private entities that operate large-scale mining operations

and infrastructure, many of which have significant access to renewable and low-cost energy sources.

Our competitors have invested

heavily in purpose-built facilities, state-of-the-art mining hardware, and proprietary software to optimize operational efficiency. Several

of these companies emphasize sustainability and environmental responsibility by sourcing energy from low-carbon or renewable sources,

including hydroelectric, solar, wind, nuclear, and captured methane. Some are vertically integrated, managing everything from equipment

procurement to facility operations, and are actively developing multi-gigawatt mining campuses powered by renewable energy.

Additionally, some competitors

have global footprints, with operations spanning North America, the Middle East, Europe, and Asia. These companies benefit from economies

of scale, strategic energy partnerships, and favorable regulatory environments in certain jurisdictions. Others support the decentralization

of mining by providing institutional mining services, equipment financing, and large-scale mining pool operations.

The market also includes entities

that have recently diversified into mining new proof-of-work digital assets beyond bitcoin, further increasing competition for infrastructure

and capital. In this dynamic environment, we compete primarily on the basis of energy cost, access to capital, mining efficiency, facility

uptime, regulatory compliance, and environmental stewardship.

While we believe our strategic

positioning, technological capabilities, and commitment to sustainable practices offer significant competitive advantages, there is no

assurance that we will be able to compete successfully against current or future industry participants.

Competitive Advantages

OpCo will distinguish itself in

the cryptocurrency mining industry through a unique altcoin-focused strategy, deep operational expertise, and agile infrastructure management.

Unlike many of its peers that concentrate exclusively on bitcoin mining, OpCo will strategically balance its operations with altcoins,

Dogecoin (DOGE) and Litecoin (LTC). This altcoin-centric approach enables OpCo to dynamically reallocate hash power to assets offering

superior short- to medium-term returns, particularly during periods of market volatility. The result is a more resilient and balanced

revenue profile, mitigating asset-specific risk and maximizing capital efficiency. OpCo will also deploy specialized ASIC hardware tailored

to the unique algorithms of these altcoins, allowing for greater mining efficiency than firms reliant on generalized mining equipment.

OpCo’s leadership team brings

a track record of success in cryptocurrency mining, marked by sophisticated logistics, infrastructure optimization, and economic discipline.

Michelle Burke, Chief Operating Officer of OpCo, is experienced in directing strategic vision, financial oversight and daily operations

for a successful crypto mining operation from her roles as Chief Executive Officer of Minting Dome and Chief Operating Officer of Wattum

Management. OpCo will excel in the full lifecycle management of its mining assets, supported by advanced repair systems, component reclamation

processes, and techniques that extend hardware longevity. These practices minimize downtime, reduce capital expenditure, and lower environmental

impact. OpCo’s real-time analytics infrastructure will enable precise, data-driven decision-making at both strategic and operational

levels, ensuring sustained performance optimization across its fleet.

Operational agility is another

key differentiator. OpCo will use Minting Dome’s hosting facility network to swiftly redeploy mining equipment across facilities

to capitalize on favorable electricity rates, regulatory conditions, or other operational efficiencies. This flexibility allows OpCo to

adapt more quickly than many of its competitors in an ever-evolving industry. Additionally, OpCo will leverage dynamic power management

strategies, including curtailment programs and real-time electricity pricing models, to significantly reduce and stabilize energy costs

- one of the most critical inputs in cryptocurrency mining.

Finally, OpCo’s distributed,

facility-agnostic infrastructure reduces exposure to localized disruptions such as regulatory shifts or grid instability. This structure

not only enhances operational resilience but also supports rapid scalability into new geographies and emerging technologies, providing

OpCo with long-term strategic advantage.

Operational Strategy

OpCo employs a lean, data-driven,

and asset-optimized operational strategy designed to maximize returns from digital assets, namely Dogecoin and Litecoin. Rather than focusing

solely on scale, OpCo emphasizes operational flexibility, lifecycle efficiency, and precision execution to sustain competitive mining

performance. Central to this approach is OpCo’s altcoin opportunism strategy, which will target assets such as Dogecoin and Litecoin-cryptocurrencies

offering favorable short- to mid-term return potential. By deploying highly specialized ASIC miners tailored to these alternative algorithms,

OpCo will be able to unlock greater efficiency and profit margins than firms focused exclusively on bitcoin.

OpCo’s hash power management

will be continuously informed by real-time analysis of market trends, network difficulty, and token-specific profitability. This enables

dynamic reallocation of mining resources to optimize returns as market conditions evolve. Operations are distributed across multiple third-party

and partner-owned facilities in a facility-agnostic structure. This approach avoids over-reliance on any single hosting provider and supports

agile relocation of equipment based on shifting power costs, infrastructure readiness, and uptime performance.

OpCo will implement comprehensive,

end-to-end equipment lifecycle management to protect and extend the value of its mining assets. Each unit is tracked from deployment through

repair and eventual retirement. A structured spare parts and reclamation system enables OpCo to extract usable components from decommissioned

equipment, while in-house repair coordination reduces downtime and minimizes capital expenditure.

Operational decisions are grounded

in real-time analytics integrated through centralized dashboards, aggregating data from mining pools, facility APIs, and internal sensors.

This infrastructure will enable daily monitoring of unit-level Hash Rate, energy consumption, and profitability. The data is used to proactively

detect underperformance, identify facility issues, and ensure energy efficiency across the fleet.

OpCo will also manage energy costs

through a responsive curtailment strategy. It proactively adapts operations to curtailment schedules, seasonal rate fluctuations, and

electricity market conditions-throttling or shifting activity to preserve profitability during high-cost periods. Facility-level downtime

is analyzed and categorized to distinguish between voluntary curtailment, forced outages, and repair-related downtime.

A core component of OpCo’s

future success will lie in its asset agility and logistical precision. Standard operating procedures govern the decommissioning, repair,

and inventory management of hardware. On-the-ground personnel oversee installations, PDU swaps, and physical control of mining units.

Every piece of equipment will be tracked via serial number and shipping records to maintain accountability and prevent loss during transfers

or facility moves.

Rather than pursuing scale for

its own sake, OpCo’s growth philosophy centers on sustainable efficiency. OpCo will avoid overleveraging and remain focused on optimizing

hardware, adapting to network shifts, and positioning itself to capitalize on emerging asset classes. This operational discipline enables

OpCo to scale effectively and profitably within an increasingly competitive mining ecosystem.

Intellectual Property

OpCo holds no patents, copyrights,

trademarks, or licensing agreements.

Government Regulation

Government regulation of digital

assets, including cryptocurrency, and blockchain technology is being actively considered by the United States federal government via a

number of agencies and regulatory bodies, as well as similar entities in other countries. State government regulations also may apply

to OpCo’s mining activities and other related activities in which OpCo participates or may participate in the future. Certain regulatory

bodies have shown an interest in regulating or investigating companies engaged in the blockchain technology or business.

In addition, because transactions

in cryptocurrency provide varying degrees of anonymity, they are susceptible to misuse for criminal activities, such as money laundering.

This misuse, or the perception of such misuse (even if untrue), could lead to greater regulatory oversight of cryptocurrency platforms,

and there is the possibility that law enforcement agencies could close cryptocurrency platforms or other crypto-related infrastructure

with little or no notice and prevent users from accessing or retrieving cryptocurrency held via such platforms or infrastructure.

Multiple United States federal

agencies and regulators have been active in rulemaking, issuing guidance and regulating various actors in the blockchain technology industry,

including the CFTC, SEC, FINRA, OCC, CFPB, FinCEN, OFAC, IRS, FDIC, and Federal Reserve. In response to these events, the digital asset

markets have experienced extreme price volatility. As the regulatory and legal environment evolves, OpCo may become subject to new laws,

further regulation by the SEC, and other federal or state agencies, which may affect OpCo’s Dogecoin and Litecoin mining and other

related activities. Certain state and local authorities have introduced and passed legislation that may affect OpCo’s business and

the business of crypto mining.

For additional discussion regarding

OpCo’s belief about the potential risks existing and future regulations pose to OpCo’s business, see “Risk Factors”

herein.

Environmental Considerations

OpCo is aware that energy consumption

is both a principal cost driver and a key environmental consideration within the cryptocurrency mining industry. As part of its commitment

to sustainable operations, OpCo integrates energy efficiency and environmental responsibility into its facility selection, operational

planning, and equipment lifecycle strategies.

Electricity represents the largest

variable expense in OpCo’s future mining operations. OpCo will continuously monitor power pricing at each hosting facility, including

$/kWh rates, time-of-use pricing structures, and peak-hour penalties. By leveraging real-time Hash Rate analytics, OpCo dynamically adjusts

its mining loads to reduce operational intensity during periods of elevated energy costs or utility curtailment events, thereby optimizing

profitability while minimizing environmental strain.

Facility selection is strategically

driven by energy profile considerations. OpCo will partner exclusively with hosting providers that offer competitive long-term power

agreements and infrastructure capable of efficiently supporting high-density ASIC hardware. This ensures not only cost-effective operations

but also the use of stable, grid-compliant energy solutions with lower transmission losses.

As part of its sustainability initiative,

OpCo will employ a comprehensive equipment lifecycle management strategy focused on waste minimization and resource efficiency. OpCo

will actively reuse functional hardware components—such as hash boards, control boards, and cooling fans—and work with certified

e-waste recyclers to responsibly dispose of non-repairable units. These practices reduce the volume of electronic waste and limit demand

for new raw materials by extending the operational lifespan of mining equipment through repair and parts reclamation.

OpCo will also participate in

structured energy curtailment programs offered by its hosting partners, such as Duke Energy’s PowerShare initiative in North Carolina.

These programs typically involve 2–3 curtailment periods per year, most often during peak demand times such as extreme heat or cold.

The maximum curtailment period is up to 8 hours per event, though the duration is typically 4–5 hours. During a curtailment event,

the mining facility does not shut down operations entirely. Instead, demand load levels are reduced, allowing mining machines to temporarily

idle (“sleep”) while cooling fans continue to run. This approach reduces stress on hardware and enables the facility to resume

full operations quickly after the curtailment ends. Because there are 8,760 potential operating hours in a year, and curtailment is expected

to total no more than approximately 24 hours annually, the impact represents roughly 0.3% of total operating time. As a result, curtailment

is not expected to materially reduce OpCo’s overall mining capacity or hash power.

OpCo’s equipment procurement

decisions will prioritize energy efficiency over raw Hash Rate. It favors next-generation miners with superior joules-per-terahash (J/TH)

performance, including models such as the L9 for Scrypt-based assets with favorable energy profiles. Each hardware purchase is evaluated

based on projected energy return on investment (EROI), ensuring that equipment decisions support both economic performance and environmental

responsibility.

Through these integrated measures,

OpCo seeks to maintain operational excellence while reducing its environmental impact and contributing to the long-term sustainability

of the digital asset mining ecosystem.

Legal Proceedings

OpCo may become engaged, in litigation

in the ordinary course of business. Subject to the inherent uncertainties of litigation and although no assurances are possible, we believe

that there are no pending lawsuits or claims that, individually or in the aggregate, will have a material adverse effect on our business,

financial condition or our results of operations.

OpCo is party to the Asset-For-Share

Exchange Agreement with BSG Series CM, LLC (“BSG Series CM”), an entity currently named as a defendant in ongoing litigation

initiated by the Securities and Exchange Commission involving allegations of misconduct related to certain investment activities. BSG

Series CM is subject to regulatory monitoring and oversight pursuant to court orders issued in connection with this litigation. While

OpCo is not a party to the litigation, it acknowledges that its contractual relationship with BSG Series CM may expose it to certain reputational

and operational risks associated with the ongoing legal proceedings and monitoring.

Planned Business Operations Following the

Merger Transaction

OpCo’s planned business

operations over the next 12 months center on deploying and activating its fleet of approximately 9,800 ASIC miners across multiple hosting

sites in the United States, while simultaneously laying the groundwork for infrastructure and product-oriented initiatives that support

long-term scalability.

Q1 2026 Operational Plan:

Upon closing, OpCo expects to initiate the following

critical operational steps:

· Execute

hosting agreements and energize facilities in multiple states

· ⁠Install

approximately 9,000 ASIC units across hosting sites

· Inventory

and document all OpCo assets

· Link

all operational machines to the selected mining pool(s)

· Establish

daily miner health monitoring protocols and uptime reporting

· ⁠Investigate

a strategy for adding additional ASIC units to the fleet as sourcing opportunities arise

· Finalize

remote management processes for real-time visibility

These deployments are expected to occur in a staged

rollout, with full activation of the fleet targeted by the end of Q2 2026.

Q2 2026 Strategic Development Focus:

In parallel with core mining operations,

OpCo has begun evaluating and planning for additional revenue-generating opportunities that align with its infrastructure, existing asset

base, and market expertise. These early-stage initiatives are subject to feasibility review, partner discussions, and technical assessment

before any capital-intensive implementation occurs. Planned areas of focus include potential retail-facing services, and risk mitigation

strategies related to evolving consensus models within the Dogecoin ecosystem.

Funding Requirements and Implementation Plan:

OpCo intends to fund its near-term

operations through a near term equity financing. The anticipated use of proceeds includes fleet activation, hosting contracts, infrastructure

installation, system monitoring, and foundational support functions. The company believes the combined post-merger structure provides

a strong platform for capital formation. There is no assurance, however, that the required funding will be provided through equity financing

or another source. Any delay in funding or lack thereof will delay the implementation of our business strategy and may cause the company

to consider strategic alternatives, including debt financing or reorganization of the company.

Spin-Out of Coeptis Legacy Assets

On April 15, 2026, Coeptis undertook

a reorganization of its assets related to its biopharmaceutical operations (other than its assets with respect to GEAR Therapeutics, Inc.)

to reorganize such assets to be held directly or indirectly by a new subsidiary Coeptis Holdings, Inc (“CHI”). Specifically,

and in connection therewith, Coeptis entered into two assignment and assumption agreements and a contribution agreement pursuant to which

substantially all of such assets and liabilities were assigned or contributed to CHI, in exchange for the issuance to Coeptis of a 100%

ownership interest in CHI (the “Spin Out”). Further, as of immediately prior to the consummation of the Merger, Coeptis

declared a one-for-one pro rata dividend of its ownership interest in CHI to the stockholders of Coeptis existing as of January 2, 2026

(the record date for Coeptis’ most recent shareholder meeting).

In connection with the Spin Out, Coeptis spun out

its biopharmaceutical operations, other than those conducted through GEAR Therapeutics, Inc. In exchange for Coeptis keeping in its organization,

on a post-Merger basis, its subsidiary GEAR Therapeutics, Inc, Coeptis issued to CHI 1,000,000 shares of Coeptis’ common stock and

executed and delivered to CHI an option agreement that grants CHI a limited time option exercisable in its discretion to acquire GEAR

Therapeutics, Inc. for the fair market value of GEAR Therapeutics, Inc. at the time of exercise. The option becomes exercisable on October

24, 2026, is exercisable for a period of twenty-four (24) months from the date on which such option becomes exercisable, and contemplates

that the exercise price for the option may be paid at the option of CHI in cash, by return of shares of Coeptis common stock based on

the value of the Coeptis common stock at the time of exercise of the option, or a combination thereof. The GEAR Therapeutics, Inc. retained

operations are not material to OpCo’s continuing business strategy, and OpCo does not currently intend to make additional investments

in or further pursue such legacy business line.

RISK FACTORS AND SPECIAL CONSIDERATIONS

You should carefully consider

all the following risk factors, together with all of the other information in this Current Report, including the financial information.

We operate in a highly competitive and highly regulated business environment. Our business can be expected to be affected by government

regulation, economic, political and social conditions, business’ response to new and existing products and services, technological

developments and the ability to obtain and maintain patent and/or other intellectual property protection. Our actual results could differ

materially from management’s expectations because of changes both within and outside of our control. Due to such uncertainties and

the risk factors set forth in this Current Report, prospective investors are cautioned not to place undue reliance upon such forward-looking

statements.

Throughout this section, references

to “we,” “us,” “our,” and “the company” refer to Pubco and its consolidated subsidiaries

as the context so requires.

This Report contains forward-looking

statements. Information provided in this Current Report may contain forward-looking statements which reflect management’s current

view with respect to future events, the viability or efficacy of our products and our future performance. Such forward-looking statements

may include projections with respect to market size and acceptance, revenues and earnings, marketing and strategies and business operations.

Risks Related to Our Business

General Risks

OpCo is an early-stage company and has a limited

history of generating profits.

OpCo was formed out of a shell company formed in December

2022, and has a limited history upon which an evaluation of OpCo’s performance and future prospects can be made. OpCo anticipates

mining operations to begin in Q2 2026, and had no previous existing operations. OpCo’s current and proposed operations are subject

to all of the business risks associated with new enterprises. These include likely fluctuations in operating results as OpCo reacts to

developments in its market, manages its growth and operations, and responds to the entry of competitors into the market. Further, there

is no assurance that OpCo can successfully execute its business plan. OpCo has had limited revenues generated.

Pubco may be unable to access sufficient additional

capital to fund its operations or for future strategic growth initiatives.

OpCo’s purchase of its fleet of Dogecoin and

Litecoin miners was a capital intensive project, and OpCo anticipates that future strategic growth initiatives will likewise be capital-intensive.

If Pubco raises capital through public or private equity offerings, the ownership interest of Pubco’s existing stockholders will

be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect Pubco’s stockholders’

rights. If Pubco raises capital through debt financing, Pubco may be subject to covenants limiting or restricting Pubco’s ability

to take specific actions, such as incurring additional debt or liens, making capital expenditures or declaring dividends. Further, Pubco

may be unable to raise capital in a timely manner, in sufficient quantities, or on terms acceptable to Pubco, if at all. If Pubco is unable

to raise the capital needed to fund its operations or execute future strategic growth initiatives, Pubco may be less competitive in its

industry and its results of operations and financial condition may suffer. The value of its securities may also be materially and adversely

affected.

Pubco’s loss of any of its management

or advisory team, its inability to execute an effective succession plan, or its inability to attract and retain qualified personnel, could

adversely affect Pubco’s business.

Pubco’s success and future growth will depend

to a significant degree on the skills and services of its management and advisors, including David Halabu, Pubco’s Chief Executive

Officer and President. Pubco will need to continue to grow its management in order to alleviate pressure on its existing team and in order

to continue to develop its business. If Pubco’s management, including any new hires that Pubco may make, fail to work together effectively

and to execute Pubco’s plans and strategies on a timely basis, Pubco’s business could be harmed. Furthermore, if Pubco fails

to execute an effective contingency or succession plan with the loss of any member of management, the loss of such management personnel

may significantly disrupt its business.

The loss of key members of management or advisory

team could inhibit Pubco’s growth prospects. Pubco’s future success also depends in large part on its ability to attract,

retain and motivate key management and operating personnel. As Pubco continues to develop and expand its operations, it may require personnel

with different skills and experiences, and who have sound understandings of OpCo’s business and the Dogecoin and Litecoin network

industry. The market for highly qualified personnel in this industry is very competitive, and Pubco may be unable to attract such personnel.

If Pubco is unable to attract such personnel, its business could be harmed.

There is a substantial doubt about our ability

to continue as a going concern.

The report of our independent registered public accounting

firm that accompanies our consolidated financial statements includes an explanatory paragraph indicating there is a substantial doubt

about our ability to continue as a going concern, citing our need for additional capital for the future planned expansion of our activities

and to service our ordinary course activities (which may include servicing of indebtedness). The inclusion of a going concern explanatory

paragraph in the report of our independent registered public accounting firm will make it more difficult for us to secure additional financing

or enter into strategic relationships on terms acceptable to us, if at all, and likely will materially and adversely affect the terms

of any financing that we might obtain. Our consolidated financial statements do not include any adjustments that may result from the outcome

of this uncertainty.

We have incurred significant losses in prior

periods, and losses in the future could cause the quoted price of our Common Stock to decline or have a material adverse effect on our

financial condition, our ability to pay its debts as they become due, and on its cash flows.

For the year ended December 31, 2025, we incurred

a net loss of $12,277,192 and, as of that date, we had an accumulated deficit of $109,953,728. For the year ended December 31, 2024, we

incurred a net loss of $10,877,412 and, as of that date, had an accumulated deficit of $98,233,673. Any losses in the future could cause

the quoted price of our Common Stock to decline or have a material adverse effect on our financial condition, its ability to pay its debts

as they become due, and on its cash flows.

To date, we have generated only minimal revenue. We

expect that our planned product development and strategic expansion pursuits will increase losses significantly over the next five years.

In order to achieve profitability, we will be required to generate significant revenue. We cannot be certain that we will generate sufficient

revenue to achieve profitability. We anticipate that we will continue to generate operating losses and experience negative cash flow from

operations at least through the first quarter of 2026 or longer. We cannot be certain that we will ever achieve profitability or that,

if profitability is achieved, that is will be maintained. If our revenue grows at a slower rate than we anticipate or if our product development,

marketing and operating expenses exceed our expectations or cannot be adjusted accordingly, our business, results of operation and financial

condition will be materially adversely affected and we may be unable to continue operations.

We expect that we will need to rely on key third-party

agreements, in order to be in a position to realize material revenues in the future, and we may never enter into any such agreements or

realize material, ongoing future revenue. Even if we eventually generate revenues, we may never be profitable, and, if we do achieve profitability,

we may not be able to sustain or increase profitability on a quarterly or annual basis.

If we are unable to manage future expansion

effectively, our business may be adversely impacted.

In the future, we may experience rapid growth in our

business, which could place a significant strain on our operations, in general, and our internal controls and other managerial, operating

and financial resources, in particular. If we are unable to manage future expansion effectively, our business would be harmed. There is,

of course, no assurance that we will enjoy rapid development in our business.

If we are unable to recruit and retain key personnel,

our business may be harmed.

If we are unable to attract and retain key personnel,

our business may be harmed. Our failure to enable the effective transfer of knowledge and facilitate smooth transitions with regard to

our key employees could adversely affect our long-term strategic planning and execution.

Our business plan is not based on independent

market studies.

We have not commissioned any independent market studies

concerning our business plans. Rather, our plans for implementing our business strategy and achieving profitability are based on the experience,

judgment and assumptions of our management. If these assumptions prove to be incorrect, we may not be successful in our business operations.

Our Board of Directors may change our policies

without shareholder approval.

Our policies, including any policies with respect

to investments, leverage, financing, growth, debt and capitalization, will be determined by our Board of Directors or officers to whom

our Board of Directors delegate such authority. Our Board of Directors will also establish the amount of any dividends or other distributions

that we may pay to our shareholders. Our Board of Directors or officers to which such decisions are delegated will have the ability to

amend or revise these and our other policies at any time without shareholder vote. Accordingly, our shareholders will not be entitled

to approve changes in our policies, which policy changes may have a material adverse effect on our financial condition and results of

operations.

We need to obtain financing in order to continue

our operations and pursue strategic transactions.

On a prospective basis, we will require both short-term

financing for operations and long-term capital to fund our expected growth. We currently have no existing bank lines of credit and have

not established any definitive sources for additional financing. We believe that cash on hand will be sufficient to meet our short-term

financial requirements through at least the second quarter of 2026 assuming that we elect not to pursue and consummate strategic transactions

prior to that time. However, we will require additional funds if we want to fully implement our business plan and growth strategy, including

strategic transactions, which funds could come in the form of equity, debt (including secured debt) or a combination of the two. Additional

financing may not be available to us, or if available, then it may not be available upon terms and conditions acceptable to us. If adequate

funds are not available, then we may be required to delay, reduce or eliminate product development or clinical programs. Our inability

to take advantage of opportunities in the industry because of capital constraints may have a material adverse effect on our business and

our prospects.

While we expect to seek additional funding through

public or private financings, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings

may be dilutive to, or otherwise adversely affect, holders of our common stock and other capital securities. We may also seek additional

funds through arrangements with collaborators or other third parties. We may not be able to enter into such agreements, on acceptable

terms, if at all.

We currently do not have sufficient cash to

fully implement our business plan.

We have experienced a lack of adequate capital resources

causing us to be unable to fully implement our full business plan. We believe that we need to raise or otherwise obtain additional financing

beyond our current cash position in order to satisfy our existing obligations and fully implement our business plan. We do not expect

to have positive cash flow for the foreseeable future. If we are not successful in obtaining additional financing we will not be able

to fully implement our business plan and we may not be able to continue our operations.

We have a limited operating history and a history

of operating losses, and expect to incur significant additional operating losses.

We began our business in 2017 and have a limited operating

history. Our lack of historical operational experience may cause us to encounter unforeseen problems that could have a material adverse

effect on our business and financial condition going forward. Further, there is limited historical financial information upon which to

base an evaluation of our performance.

We will be required to sustain and further build

our intellectual property rights.

We do not currently have any intellectual property

rights in our name in respect of our current assets, and instead have rights in respect of our current assets through agreements with

third parties. We intend to fully protect any product, formulation and process that we develop with appropriate intellectual property

registrations. If we fail to sustain and further build our direct and indirect intellectual property rights, competitors will be able

to take advantage of our research and development efforts. If we are not able to protect our proprietary technology, trade secrets, and

know-how, our competitors may use our inventions to develop competing businesses. Our future patents and patent applications, even if

granted, may not protect us against our competitors. The standards which the United States Patent and Trademark Office uses to grant patents,

and the standards which courts use to interpret patents, are not always applied predictably or uniformly and can change, particularly

as new technologies develop. Consequently, the level of protection, if any, that will be provided by our direct or indirect patent rights

from time to time if we attempt to enforce them, and they are challenged, is uncertain. In addition, the type and extent of patent claims

that will be issued to us in the future is uncertain. Any patents that are issued may not contain claims that permit us to stop competitors

from using similar technology.

In addition, we may also rely on unpatented technology,

trade secrets, and confidential information. We may not be able to effectively protect our rights to this technology or information. Other

parties may independently develop substantially equivalent information and techniques or otherwise gain access to or disclose our technology.

We will generally require each of our employees, consultants, collaborators, and certain contractors to execute a confidentiality agreement

at the commencement of an employment, consulting, collaborative, or contractual relationship with us. However, these agreements may not

provide effective protection of our technology or information or, in the event of unauthorized use or disclosure, they may not provide

adequate remedies.

Patent positions are often uncertain and involve complex

legal and factual questions. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as the

laws of the United States. Whether filed in the United States or abroad, our patent applications may be challenged or may fail to result

in issued patents. In addition, any future patents we obtain may not be sufficiently broad to prevent others from practicing our technologies

or from developing or commercializing competing products. Our patents may be challenged, invalidated or fail to provide us with any competitive

advantages. We may not have the funds available to protect our patents or other technology; such protection is costly and can result in

further litigation expenses.

We will be required to comply with our obligations

in our intellectual property licenses and other agreements with third parties.

If we fail to comply with our obligations in our intellectual

property licenses and other agreements with third parties, we could lose license rights that are important to our business. We may enter

into licenses and co-development and other agreements in the future, and we expect these agreements to impose, various diligences, milestone

payment, royalty, insurance and other obligations on us. If we fail to comply with these obligations, the licensor may have the right

to terminate the license, in which event we might not be able to market any product that is covered by the licensed patents.

We may need to resort to litigation to enforce or

defend our intellectual property rights, including any patents issued to us. If a competitor or collaborator files a patent application

claiming technology also invented by us, in order to protect our rights, we may have to participate in an expensive and time-consuming

interference proceeding before the United States Patent and Trademark Office. We cannot guarantee that our product candidates will be

free of claims by third parties alleging that we have infringed their intellectual property rights. Third parties may assert that we are

employing their proprietary technologies without authorization and they may resort to litigation to attempt to enforce their rights. Third

parties may have or obtain patents in the future and claim that the use of our technology infringes their patents. We may not be able

to develop or commercialize combination product candidates because of patent protection others have. Our business will be harmed if we

cannot obtain a necessary or desirable license, or if we can obtain such a license only on terms we consider to be unattractive or unacceptable.

Obtaining, protecting and defending patent and other intellectual property rights can be expensive and may require us to incur substantial

costs, including the diversion of management and technical personnel. An unfavorable ruling in patent or intellectual property litigation

could subject us to significant liabilities to third parties, require us to cease developing, or using the affected processes, require

us to license the disputed rights from third parties, or result in awards of substantial damages against us.

There can be no assurance that we would prevail in

any intellectual property infringement action, will be able to obtain a license to any third-party intellectual property on commercially

reasonable terms, successfully develop non-infringing alternatives on a timely basis, or license non-infringing alternatives, if any exist,

on commercially reasonable terms. Any significant intellectual property impediment to our ability to develop and commercialize our products

could seriously harm our business and prospects.

Patent litigation or other litigation in connection

with our intellectual property rights may lead to publicity that may harm our reputation and the value of our common stock may decline.

During the course of any patent litigation, there

may be public announcements of the results of hearings, motions, and other interim proceedings or developments in the litigation. If securities

analysts or investors regard these announcements as negative, the value of our common stock may decline. General proclamations or statements

by key public figures may also have a negative impact on the perceived value of our intellectual property.

Our competitors and potential competitors may

develop technologies that make ours less attractive or obsolete.

Many companies have greater resources and significantly

greater experience in financial, research and development, manufacturing, marketing, and technical regulatory matters than we have. In

addition, many competitors have greater name recognition and more extensive collaborative relationships. If we are unable to compete effectively

against these companies, then we may not be able to commercialize our product candidates or achieve a competitive position in the market.

This would adversely affect our ability to generate revenues.

Pubco’s business and operations could

be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause Pubco to incur significant

expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the

market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder

activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price

of the common stock or other reasons may in the future cause it to become the target of securities litigation or shareholder activism.

Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s

and board of directors’ attention and resources from Pubco’s business. Additionally, such securities litigation and shareholder

activism could give rise to perceived uncertainties as to Pubco’s future, adversely affect its relationships with service providers

and make it more difficult to attract and retain qualified personnel. Also, Pubco may be required to incur significant legal fees and

other expenses related to any securities litigation and activist shareholder matters. Further, its stock price could be subject to significant

fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

There has been no prior public market for Pubco’s

common stock, the price of common stock may be volatile or may decline regardless of its operating performance and you may not be able

to resell your shares at or above the purchase price.

There has been no public market for Pubco’s

common stock. Although Pubco’s common stock is listed on Nasdaq Global Market, an active trading market for Pubco’s common

stock may never develop or be sustained following the Merger. The price that Pubco trades at immediately following the Merger may not

necessarily reflect the price at which investors in the market will be willing to buy and sell the shares on a sustained basis. In addition,

an active trading market may not develop of the Merger or, if it is developed, may not be sustained. The lack of an active market may

impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. An inactive market

may also impair Pubco’s ability to raise capital by selling shares of common stock and may impair Pubco’s ability to acquire

other businesses or technologies using Pubco’s shares of common stock as consideration, which, in turn, could materially adversely

affect Pubco’s business. The market price of Pubco’s common stock may fluctuate significantly in response to numerous factors,

many of which are beyond Pubco’s control, including:

overall performance of the equity markets;

Pubco’s operating performance and the performance of other similar companies;

the published opinions and third-party valuations by banking and market analysts;

changes in Pubco’s projected operating results that it provides to the public, Pubco’s failure to meet these projections or changes in recommendations by securities analysts that elect to follow the combined organization’s common stock;

regulatory or legal developments in the United States and other countries;

the level of expenses related to operations;

Pubco’s failure to achieve its goals in the timeframe it announces;

announcements of acquisitions, strategic alliances or significant agreements by Pubco;

recruitment or departure of key personnel;

the economy as a whole and market conditions in Pubco’s industry;

trading activity by a limited number of stockholders who together beneficially own a majority of Pubco’s outstanding common stock;

the expiration of market standoff or contractual lock-up agreements;

the size of Pubco’s market float;

political uncertainty and/or instability in the United States; and

any other factors discussed in this Current Report on Form 8-K.

In addition, the equity markets have experienced extreme

price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many data mining and

cryptocurrency companies. Stock prices of many data mining and cryptocurrency companies have fluctuated in a manner unrelated or disproportionate

to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods

of market volatility. If Pubco were to become involved in securities litigation, it could subject Pubco to substantial costs, divert resources

and the attention of management from Pubco’s business and adversely affect its business.

Pubco will continue to incur increased costs

as a result of operating as a public company, and its management team will be required to devote substantial time to new compliance initiatives.

As a public company, Pubco will continue to incur

significant legal, accounting, and other expenses that Pubco did not incur as a private company. In addition, the Sarbanes-Oxley Act and

rules subsequently implemented by the SEC and Nasdaq have imposed various requirements on public companies, including establishment and

maintenance of effective disclosure and financial controls and corporate governance practices. Pubco’s management and other personnel

will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase

Pubco’s legal and financial compliance costs and will make some activities more time-consuming and costly.

Pursuant to Section 404, Pubco is required to furnish

a report by its management on its internal control over financial reporting, which may include an attestation report on internal control

over financial reporting issued by its independent registered public accounting firm. While Pubco remains a “smaller reporting company”

with less than $100 million in annual revenues, it will not be required to include an attestation report on internal control over financial

reporting issued by its independent registered public accounting firm. Following the closing of the Merger, Pubco will need to continue

to dedicate internal resources, potentially engage outside consultants, maintain a detailed work plan to assess and document the adequacy

of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that

controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial

reporting. Despite Pubco’s efforts, there is a risk that neither it nor its independent registered public accounting firm if required

will be able to conclude that its internal control over financial reporting remains effective as required by Section 404. This could result

in an adverse reaction in the financial markets due to a loss of confidence in the reliability of Pubco’s financial statements.

Current or future litigation may harm our financial

condition or results of operations.

Litigation proceedings may be uncertain, and adverse

rulings could occur, resulting in significant liabilities, penalties or damages. Such current or future substantial legal liabilities

or regulatory actions could have a material adverse effect on our business, financial condition, cash flows and reputation. BSG Series

CM LLC, which beneficially owned approximately 80% of Pubco’s issued and outstanding Common Stock immediately following the Merger

Transaction before distributing the Common Stock to its members, is currently a defendant in Securities and Exchange Commission v. David

Feingold, et al., Case No. 1:25-cv-20436-DPG (S.D. Fla.). As a result of this matter and any potential future litigation impacting this

shareholder, Pubco could itself be subject to among other things, demands, regulatory inquiries, and litigation. Responding thereto could

divert management time and Pubco’s resources.

Future sales and issuances of Pubco’s

common stock or rights to purchase common stock, including pursuant to Pubco’s equity incentive plan, could result in dilution of

the percentage ownership of its stockholders and could cause Pubco’s stock price to fall.

Additional capital will be needed in the future to

continue Pubco’s planned operations. To the extent Pubco raises additional capital by issuing equity securities, its stockholders

may experience substantial dilution. Pubco may sell common stock, convertible securities or other equity securities in one or more transactions

at prices and in a manner it determines from time to time. If Pubco sells common stock, convertible securities or other equity securities

in more than one transaction, investors may be materially diluted by subsequent sales. These sales may also result in material dilution

to Pubco’s existing stockholders, and new investors could gain rights superior to existing stockholders.

Pubco does not currently intend to pay dividends

on Pubco’s common stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if

any, in the price of Pubco’s common stock.

Pubco has never declared or paid any cash dividend

on Pubco common stock. The expectation is that Pubco will retain future earnings for the development, operation and expansion of Pubco’s

business and Pubco does not anticipate declaring or paying any cash dividends for the foreseeable future. In addition, the Anchorage Loan

Agreement prohibits Pubco, and will prohibit Pubco, from declaring or paying any cash dividends without Anchorage’s prior written

consent, and the terms of any future debt agreements may preclude Pubco from paying dividends. Any return to stockholders will therefore

be limited to the appreciation of their stock. There is no guarantee that shares of Pubco’s common stock will appreciate in value

or even maintain the price at which stockholders have purchased their shares.

The unaudited pro forma condensed combined

financial information presented herein may not be representative of Pubco’s results after the Merger.

The unaudited pro forma condensed combined financial

information included elsewhere in this Current Report on Form 8-K has been presented for informational purposes only and is not necessarily

indicative of the financial position or results of operations that actually would have occurred had the Merger been completed as of the

date indicated, nor is it indicative of future operating results or financial position. The unaudited pro forma condensed combined financial

information has been derived from the historical financial statements of Coeptis and Pubco and adjustments and assumptions have been made

regarding Pubco after giving effect to the Merger. The information upon which these adjustments and assumptions have been made is preliminary,

and these kinds of adjustments and assumptions are difficult to make with accuracy. Moreover, the unaudited pro forma condensed combined

financial information does not reflect all costs that are expected to be incurred by Pubco as an operating company after the Merger. The

assumptions used in preparing the unaudited pro forma condensed combined financial information may not ultimately be accurate, and other

factors may affect Pubco’s results and financial condition following consummation of the Merger. The unaudited pro forma condensed

combined financial information does not reflect the costs of integration activities contemplated as part of the Merger. Accordingly, the

unaudited pro forma condensed combined financial information included elsewhere in this Current Report on Form 8-K does not reflect what

Coeptis’ or Pubco’s results or financial condition would have been had Coeptis and Pubco been a consolidated entity during

all periods presented.

Pubco’s management will be required to

devote a substantial amount of time to comply with public company regulations.

As a public company, Pubco will incur significant

legal, accounting and other expenses that Pubco did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street

Reform and Consumer Protection Act as well as rules implemented by the SEC and Nasdaq, impose various requirements on public companies,

including those related to corporate governance practices. Pubco’s management and other personnel will need to devote a substantial

amount of time to these requirements. Certain members of Pubco’ management, which will continue as the management of Pubco, do not

have significant experience in addressing these requirements. Moreover, these rules and regulations will increase Pubco’s legal

and financial compliance costs relative to those of Pubco and will make some activities more time-consuming and costly.

Among other things, Pubco’ management will be

responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act. Pubco’s compliance with these requirements will require that it incur substantial accounting and related

expenses and expend significant management efforts. Pubco will need to hire additional accounting and financial staff to comply with public

company regulations. The costs of hiring such staff may be material and there can be no assurance that such staff will be immediately

available to Pubco.

Moreover, if Pubco identifies deficiencies in its

internal control over financial reporting that are deemed to be material weaknesses, investors could lose confidence in the accuracy and

completeness of Pubco’s financial reports, the market price of Pubco’s common stock could decline and Pubco could be subject

to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.

The sale or availability for sale of a substantial

number of shares of common stock of Pubco after the Merger could adversely affect the market price of such shares after the Merger.

Sales of a substantial number of shares of common

stock of Pubco in the public market after the Merger and other legal restrictions on resale, or the perception that these sales could

occur, could adversely affect the market price of such shares and could materially impair Pubco’s ability to raise capital through

equity offerings in the future. Coeptis and Pubco are unable to predict what effect, if any, market sales of securities held by significant

stockholders, directors or officers of Pubco or the availability of these securities for future sale will have on the market price of

Pubco’s common stock after the Merger.

Once Pubco is no longer a smaller reporting company

or otherwise no longer qualifies for applicable exemptions, Pubco will be subject to additional laws and regulations affecting public

companies that will increase Pubco’s costs and the demands on management and could harm Pubco’s operating results.

Pubco will be subject to the reporting requirements

of the Exchange Act, which requires, among other things, that Pubco file with the SEC annual, quarterly and current reports with respect

to Pubco’s business and financial condition as well as other disclosure and corporate governance requirements. However, as a “smaller

reporting company,” Pubco may take advantage of some exemptions from disclosure requirements, including not being required to comply

with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive

compensation in Pubco’s periodic reports and proxy statements. Once Pubco is no longer a smaller reporting company or otherwise

qualifies for these exemptions, Pubco will be required to comply with these additional legal and regulatory requirements applicable to

public companies and will incur significant legal, accounting and other expenses to do so. If Pubco is not able to comply with the requirements

in a timely manner or at all, Pubco’s financial condition or the market price of Pubco’s common stock may be harmed.

Risks Related to Our Organization and Structure

Delaware law and the Amended and Restated Certificate

of Incorporation and Bylaws contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take

certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Pubco’s Amended and Restated Certificate of

Incorporation and Bylaws, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing

an acquisition deemed undesirable by Pubco’s Board and therefore depress the trading price of the common stock. These provisions

could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current

members of Pubco Board or taking other corporate actions, including effecting changes in management. Among other things, the Amended and

Restated Certificate of Incorporation and Bylaws include provisions regarding:

· the ability of Pubco Board to issue shares of

preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including

preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

· the limitation of the liability of, and the indemnification

of, Pubco’s directors and officers;

· the right of Pubco Board to elect a director

to fill a vacancy created by the expansion of Pubco Board or the resignation, death or removal of a director, which prevents stockholders

from being able to fill vacancies on Pubco Board;

· a prohibition on stockholder action by written

consent (except as required for holders of future series of preferred stock), which forces stockholder action to be taken at an annual

or special meeting of stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or to

take action, including the removal of directors;

· the requirement that a special meeting of stockholders

may be called only by Pubco Board, the chairman of Pubco Board, which could delay the ability of stockholders to force consideration of

a proposal or to take action, including the removal of directors;

· controlling the procedures for the conduct and

scheduling of Pubco Board and stockholder meetings;

· the requirement for the affirmative vote of holders

of at least a majority of the voting power of all of the voting power of the then outstanding shares of the voting stock, voting as a

single class, to amend, alter, change or repeal any provision of Pubco’s Bylaws and certain provisions in the Amended and Restated

Certificate of Incorporation, respectively, which could preclude stockholders from bringing matters before annual or special meetings

of stockholders and delay changes in Pubco Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate

an unsolicited takeover attempt;

· the ability of Pubco Board to amend the Bylaws

by an affirmative vote of a majority of the Board, which may allow Pubco Board to take additional actions to prevent an unsolicited takeover

and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; and

· advance notice procedures with which stockholders

must comply to nominate candidates to Pubco Board or to propose matters to be acted upon at a stockholders’ meeting, which could

preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in Pubco Board and also

may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors

or otherwise attempting to obtain control of Company.

These provisions, alone or together, could delay or

prevent hostile takeovers and changes in control or changes in Pubco Board or management.

In addition, as a Delaware corporation, Pubco will

generally be subject to provisions of Delaware law, including Section 203 of the DGCL.

Any provision of the Amended and Restated Certificate

of Incorporation, Bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity

for stockholders to receive a premium for their shares of Pubco’s capital stock and could also affect the price that some investors

are willing to pay for the common stock.

The Amended and Restated Certificate of Incorporation

designates a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between

Pubco and its stockholders, which could limit Pubco’s stockholders’ ability to choose the judicial forum for disputes with

Pubco or its directors, officers, or employees.

The Amended and Restated Certificate of Incorporation

provides that, unless Pubco consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware,

or if such court does not have subject matter jurisdiction, any other court located in the State of Delaware with subject matter jurisdiction,

will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Pubco, (ii) any action asserting

a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of Pubco to Pubco

or Pubco’s stockholders, (iii) any action asserting a claim against Pubco or its officers or directors arising pursuant to any provision

of the DGCL or the Amended and Restated Certificate of Incorporation or Bylaws or as to which the DGCL confers jurisdiction on the Court

of Chancery of the State of Delaware, or (iv) any action asserting a claim against Pubco or any director or officer of Pubco governed

by the internal affairs doctrine of the law of the State of Delaware; provided, that, if and only if the Court of Chancery of the State

of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting

in the State of Delaware. Additionally, the Amended and Restated Certificate of Incorporation provides that, unless Pubco consents to

the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted

by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act;

provided, however, that such provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, or

any other claim for which the federal courts have exclusive jurisdiction. However, there is uncertainty as to whether a court would enforce

this provision and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section

22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability

created by the Securities Act or the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring

any interest in any of the securities of Pubco will be deemed to have notice of and consented to these provisions. These exclusive-forum

provisions may limit or make more costly a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes

with Pubco or its directors, officers, or other employees, which may discourage lawsuits against Pubco and its directors, officers, and

other employees. If a court were to find these exclusive-forum provisions to be inapplicable or unenforceable in an action, Pubco may

incur additional costs associated with resolving the dispute in other jurisdictions, which could harm its results of operations.

To the extent that any such claims may be based

upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty

or liability created by the Exchange Act or the rules and regulations thereunder.

Section 22 of the Securities Act creates concurrent

jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the

rules and regulations thereunder. However, the combined company’s amended and restated certificate of incorporation contains a federal

forum provision which provides that unless the combined company consents in writing to the selection of an alternative forum, the federal

district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action

arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in any of the combined company’s

securities shall be deemed to have notice of and consented to this provision. This exclusive forum provision may limit a stockholder’s

ability to bring a claim in a judicial forum of its choosing for disputes with the combined company or its directors, officers or other

employees, which may discourage lawsuits against the combined company or its directors, officers and other employees. If a court were

to find the exclusive forum provision in the combined company’s amended and restated certificate of incorporation to be inapplicable

or unenforceable in an action, the combined company may incur additional costs associated with resolving the dispute in other jurisdictions,

which could harm the combined company’s results of operations.

Risks Related to Our Capital Requirements and

Capital Structure

Nasdaq may delist Pubco’s securities from

trading on its exchange, which could limit investors’ ability to make transactions in Pubco’s securities and subject Pubco

to additional trading restrictions.

Pubco’s securities were listed on The Nasdaq

Capital Market (“Nasdaq”) effective as of the opening of business on June 13, 2023, and, as of April 27, 2026, Pubco’s

securities are listed on The Nasdaq Global Market. There can be no assurance, however, that Pubco’s securities will maintain such

listing at all times. To maintain the listing of Pubco’s securities on Nasdaq, Pubco must maintain certain financial, distribution,

liquidity and stock price levels to satisfy Nasdaq’s continued listing requirements. Pubco must, among other things, maintain a

minimum bid price of $1.00 per share, a minimum market value of listed securities of $35 million and a minimum of 300 public shareholders.

The foregoing is a brief description of The Nasdaq Global Market continued listing requirements applicable to Pubco’s securities,

and more detailed information about such requirements is set forth in Nasdaq Rules 5450. If Pubco is unable to maintain a minimum bid

price for its shares of $1.00 per share, or to satisfy any other continued listing requirement, Nasdaq may delist Pubco’s securities

from trading on its exchange. Such a delisting would likely have a negative effect on the price of Pubco’s securities and may impair

your ability to sell or purchase Pubco’s securities when you wish to do so.

On January 29, 2024, we received notice from the Listing

Qualifications Staff of Nasdaq indicating that, based upon the closing bid price of our common stock for the prior 30 consecutive business

days, we were not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq

as set forth In Nasdaq Listing Rule 5550(a)(2). At that time, Pubco was provided a compliance period of 180 calendar days, or until July

29, 2024, to regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). As previously disclosed,

on July 30, 2024, Coeptis received a letter from the Listing Qualifications Staff of Nasdaq indicating that Pubco did not regain compliance

with the Minimum Bid Price Requirement by July 29, 2024, and it was determined that Pubco was not eligible for another 180 calendar-day

extension because it did not meet the minimum stockholders’ equity initial listing requirements of $5,000,000 for Nasdaq, as set

forth under Nasdaq Listing Rule 5505(b). Pubco appealed the decision, as previously disclosed. On September 17, 2024, Pubco received a

letter from Nasdaq advising Pubco that Pubco was granted an extension through January 15, 2025, to regain listing compliance. On January

21, 2025, Pubco was notified by Nasdaq that Pubco has regained compliance with the minimum bid price of $1.00, and that Nasdaq has determined

to continue the listing of Pubco’s securities.

If Nasdaq delists Pubco’s securities from trading

on its exchange and Pubco is not able to list its securities on another Nasdaq trading tier or on another national securities exchange,

Pubco’s securities may be quoted on an over-the-counter market. However, if this were to occur, Pubco could face significant material

adverse consequences, including:

· a limited availability of market quotations for

its securities;

· reduced liquidity for its securities;

· a determination that the Common Stock is a “penny

stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced

level of trading activity in the secondary trading market for Pubco’s securities;

· a limited amount of news and analyst coverage;

and

· a decreased ability to issue additional securities

or obtain additional financing in the future.

If securities or industry analysts do not publish

research or reports about our business or publish negative reports about our business or our industry, the trading price and volume of

our securities could decline.

The trading market for our securities will depend

in part on the research and reports that securities or industry analysts publish about us or our business, our market and our competitors.

We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion

of our shares, the trading price for our securities would likely decline. If one or more of these analysts cease coverage of our company

or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the trading price or

volume of our securities to decline.

Risks Related to the Price of Cryptocurrencies

OpCo’s future success will depend upon

the value of cryptocurrency; the value of cryptocurrency may be subject to pricing risk and has historically been subject to wide swings.

OpCo’s operating results depend on the value

of Dogecoin (DOGE) and Litecoin (LTC). Specifically, OpCo’s revenues from its mining operations are based on two factors: (1) the

rewards OpCo earns from its mining operations and (2) the value of the cryptocurrencies it mines. OpCo’s operating results are directly

impacted by changes in the value of the cryptocurrencies because under the value measurement model, impairment of the cryptocurrencies

and realized gains will be reflected in OpCo’s statement of operations (i.e., OpCo will be marking the cryptocurrencies to fair

value each closing period). This means that OpCo’s operating results will be subject to swings based upon increases or decreases

in the value of the cryptocurrencies. If the value of DOGE and LTC were to decline, particularly if such decline were significant or over

an extended period of time, OpCo’s operating results would be adversely affected, and there could be a material adverse effect on

Pubco’s ability to continue as a going concern or to pursue OpCo’s strategy at all, which could have a material adverse effect

on Pubco’s business, prospects or operations, and harm investors.

Cryptocurrencies’ market prices, which have

historically been volatile and are impacted by a variety of factors (including those discussed below), are determined primarily using

data from various exchanges, over-the-counter markets and derivatives platforms. Furthermore, such prices may be subject to factors such

as those that impact commodities, more so than business activities, which could be subjected to additional influence from fraudulent or

illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions. Pricing may be the result of,

and may continue to result in, speculation regarding future appreciation in the value of cryptocurrencies, which inflates and makes its

market prices more volatile or creates “bubble” type risks for cryptocurrencies.

Dogecoin and Litecoin price volatility may affect

our ability to effectively manage our growth plans and profitability. The market price of DOGE is extremely volatile, and in fiscal year

2025 the price range of Dogecoin was between approximately $0.142 and $0.41. Similarly, the market price of LTC has been highly volatile;

in fiscal year 2025, the price range of Litecoin was between approximately $70.00 and $140.00. The cost to mine Dogecoin is independent

of the current price of Dogecoin, so when DOGE prices are low, the cost to mine may limit our ability to upgrade mining equipment and

infrastructure or fund other strategic initiatives. Additionally, because our revenue will be primarily derived from mining Dogecoin and

Litecoin, our profitability will fluctuate in direct correlation with price movements. A decrease in Dogecoin price results in a corresponding

decrease in the value of the Dogecoin we mine, reducing our revenues and profitability on a dollar-for-dollar basis. Given the volatility

of DOGE prices, we are unable to accurately predict our future growth trajectory or reliably forecast our revenue and profitability for

any given reporting period.

Unlike most other cryptocurrencies, Dogecoin has unlimited

supply, which creates inflation pressure on the price and decreases incentive to hold Dogecoin.

The rapidly evolving and uncertain regulatory

landscape for cryptocurrencies exposes OpCo to legal risks, compliance costs, and potential business disruptions.

If any particular digital asset OpCo intends to mine

or transact in is classified as a “security”, OpCo may be subject to extensive regulation, which could result in significant

costs or force OpCo to cease certain operations. Regulatory changes or interpretations that classify crypto assets as a security under

the Securities Act of 1933, as amended (the “Securities Act”) or Investment Company Act of 1940, as amended (the “Investment

Company Act”), could require us to register and comply with additional regulations. Compliance with these requirements could impose

extraordinary, non-recurring expenses on our business. If the costs and regulatory burdens become too great, we may be forced to modify

or cease certain operations, which could be detrimental to our investors.

The SEC has previously indicated that certain digital

assets may be considered securities depending on their structure and use. While no formal regulations have been proposed to classify Dogecoin

or Litecoin as a security, future developments could change its legal status, requiring us to comply with securities laws. If we fail

to do so, we may be forced to discontinue some or all of our business activities, negatively impacting investments in our securities.

If the SEC or other regulators determine that the Dogecoin or Litecoin we hold qualify as securities, we may be required to register as

an investment company under the Investment Company Act. This classification would subject us to additional periodic reporting, disclosure

requirements, and regulatory compliance obligations, significantly increasing our operational costs. Furthermore, state regulators may

conclude that the digital assets we hold are securities under state laws, requiring us to comply with state-specific securities regulations.

States like California have stricter definitions of “investment contracts” than the SEC, increasing the risk of additional

regulatory scrutiny.

OpCo may face several risks due to disruptions

in the crypto asset markets, including but not limited to the risk from depreciation in Pubco’s stock price, financing risk, risk

of increased losses or impairments in its investments or other assets, risks of legal proceedings and government investigations, and risks

from price declines or price volatility of crypto assets.

The use of crypto assets to, among other things, buy

and sell goods and services and complete other transactions is part of a new and rapidly evolving industry that employs crypto assets

based upon a computer generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use of crypto

assets in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of protocols

may adversely affect OpCo’s operations. The factors affecting the further development of the industry, include, but are not limited

to:

Continued worldwide growth in the adoption and use of crypto assets;

Governmental and quasi-governmental regulation of crypto assets and their use, or restrictions on or regulation of access to and operation of networks or similar crypto asset systems;

Changes in consumer demographics and public tastes and preferences;

The maintenance and development of the open source software protocol of crypto asset networks;

The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

General economic conditions and the regulatory environment relating to crypto assets; and

Consumer sentiment and perception of Dogecoin and Litecoin specifically and crypto assets generally.

Many crypto asset exchanges currently do not provide

the public with significant information regarding their ownership structure, management teams, corporate practices or regulatory compliance.

As a result, in times of volatility in crypto assets, particularly the most prominent crypto assets, the marketplace may lose confidence,

which may be exacerbated by the lack of transparency of in crypto asset exchanges, which may cause the price of Dogecoin and Litecoin

to decline. These times of volatility exacerbated by lack of transparency by exchanges, resulting in lower prices of crypto assets broadly

have also negatively impacted the liquidity of the crypto asset market as a whole. Additionally, crypto asset prices are susceptible to

price volatility drive by social media, which can create wide price swings. If the liquidity of the crypto asset market continues to be

negatively impacted by these events, crypto asset prices, including the price of Dogecoin and Litecoin, may continue to experience significant

volatility and confidence in the crypto asset markets may be further undermined. A perceived lack of stability in the crypto asset exchange

market and the closure or temporary shutdown of crypto asset exchanges due to business failure, hackers or malware, government-mandated

regulation or enforcement actions or fraud, may reduce confidence at least in part in crypto asset networks and result in greater volatility

in Dogecoin and Litecoin’s value. Because the value of Dogecoin and Litecoin is derived from the continued willingness of market

participants to exchange government-issued currency that is designated as legal tender in its country of issuance through government decree,

regulation or law for Dogecoin and Litecoin should the marketplace for Dogecoin and Litecoin be jeopardized or disappear entirely, permanent

and total loss of the value of Dogecoin and Litecoin may result. Such a decrease in Dogecoin and Litecoin price may have a material and

adverse effect on OpCo’s results of operations and financial condition as the results of OpCo’s operations are significantly

tied to the price of Dogecoin and Litecoin.

The lack of regulation of digital asset exchanges

on which Dogecoin and Litecoin, are traded, may expose OpCo to the effects of negative publicity resulting from fraudulent actors in the

cryptocurrency space, and can adversely affect an investment in Pubco.

The digital asset exchanges on which Dogecoin and

Litecoin are traded are relatively new and largely unregulated. Many digital asset exchanges do not provide the public with significant

information regarding their ownership structure, management teams, corporate practices, or regulatory compliance. As a result, the marketplace

may lose confidence in, or may experience problems relating to, such digital asset exchanges, including prominent exchanges handling a

significant portion of the volume of digital asset trading. As a result, many digital asset markets, including the market for Dogecoin

and Litecoin experience increased price volatility. These events are continuing to develop and it is not possible to predict, at this

time, every risk that they may pose to OpCo, OpCo’s service providers, or the digital asset industry as a whole. A perceived lack

of stability in the digital asset exchange market and the closure or temporary shutdown of digital asset exchanges due to business failure,

hackers or malware, government-mandated regulation or enforcement actions, or fraud, may reduce confidence in digital asset networks and

result in greater volatility in cryptocurrency values. These potential consequences of a digital asset exchange’s failure could

adversely affect an investment in Pubco.

The Dogecoin and Litecoin markets are exposed

to financially troubled cryptocurrency-based companies.

The failure of several cryptocurrency platforms has

impacted and may continue to impact the broader cryptocurrency economy; the full extent of these impacts may not yet be known. Dogecoin

and Litecoin are part of the cryptocurrency environment and are subject to price volatility resulting from financial instability, poor

business practices, and fraudulent activities of players in the cryptocurrency market. When investors in cryptocurrency and cryptocurrency-based

companies experience financial difficulty as a result of price volatility, poor business practices, and/or fraud, it has caused, and may

continue to cause, loss of confidence in the cryptocurrency space, reputational harm to cryptocurrency assets, heightened scrutiny by

regulatory authorities and law makers, and a steep decline in the value of Dogecoin and Litecoin, among other material impacts. Such adverse

effects have affected, and may in the future continue to affect, the profitability of OpCo’s Dogecoin and Litecoin mining operations.

There is a lack of liquid markets for, and possible

manipulation of, cryptocurrency.

Cryptocurrencies that are represented and trade on

a distributed ledger-based platform may not necessarily have the benefit of viable trading markets. Stock exchanges have listing requirements

and vet issuers, requiring them to be subjected to rigorous listing standards and rules, and monitor investors transacting on such platform

for fraud and other improprieties. These conditions may not necessarily be replicated on a distributed ledger platform, depending on the

platform’s controls and other policies. The more lax a distributed ledger platform is about vetting issuers of cryptocurrency assets

or users that transact on the platform, the higher the potential risk for fraud or the manipulation of the ledger due to a control event.

These factors may decrease liquidity or volume or may otherwise increase volatility of investment securities or other assets trading on

a distributed ledger-based system. Such circumstances could have a material adverse effect on Pubco’s ability to continue as a going

concern or to pursue its strategy at all, which could have a material adverse effect on Pubco’s business, prospects or operations

and potentially the value of any Dogecoin and Litecoin that OpCo mines or otherwise acquires or holds for its own account, which in turn

could harm investors.

Acceptance and/or widespread use of Dogecoin

and Litecoin are uncertain.

Currently, there is a relatively limited use of Dogecoin

and Litecoin in the retail and commercial marketplace. Banks and other established financial institutions may refuse to process funds

for Dogecoin, Litecoin, transactions, process wire transfers to or from Dogecoin or Litecoin exchanges, Dogecoin and Litecoin-related

companies or service providers, or maintain accounts for persons or entities transacting in Dogecoin or Litecoin. Conversely, a significant

portion of Litecoin, demand is generated by investors seeking a long-term store of value or speculators seeking to profit from the short-

or long-term holding of the asset. Price volatility undermines Dogecoin and Litecoin’s role as a medium of exchange, as retailers

are much less likely to accept it as a form of payment. Market capitalization for Dogecoin and Litecoin as a medium of exchange and payment

method may always be low.

The relative lack of acceptance of Dogecoin and Litecoin

in the retail and commercial marketplace limits the ability of end users to use Dogecoin and Litecoin to pay for goods and services. Such

lack of acceptance could have a material adverse effect on Pubco’s ability to continue as a going concern or to pursue OpCo’s

strategy at all, which could have a material adverse effect on OpCo’s business, prospects or operations and potentially the value

of Dogecoin and Litecoin OpCo mines or otherwise acquires or holds for its own account.

The further development and acceptance of digital

asset networks and other digital assets, which represent a new and rapidly changing industry, are subject to a variety of factors that

are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect an investment

in Pubco.

The use of cryptocurrencies to, among other things,

buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs cryptocurrency

assets, including Dogecoin and Litecoin, based upon a computer-generated mathematical and/or cryptographic protocol. Large-scale acceptance

of Dogecoin, and Litecoin as a means of payment has not, and may never, occur. The growth of this industry in general, and the use of

Dogecoin and Litecoin in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance

of developing protocols may occur unpredictably. The factors include, but are not limited to:

continued worldwide growth in the adoption and use of Dogecoin and Litecoin as a medium of exchange;

governmental and quasi-governmental regulation of Dogecoin and Litecoin and their use, or restrictions on or regulation of access to and operation of the Dogecoin and Litecoin networks or similar cryptocurrency systems;

changes in consumer demographics and public tastes and preferences;

the maintenance and development of the open-source software protocol of the network;

the increased consolidation of contributors to the Dogecoin and Litecoin blockchain through mining pools;

the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

the use of the networks supporting cryptocurrencies for developing smart contracts and distributed applications;

general economic conditions and the regulatory environment relating to cryptocurrencies; and

negative consumer sentiment and perception of Dogecoin and Litecoin, specifically and cryptocurrencies generally.

The outcome of these factors could have negative effects

on Pubco’s ability to continue as a going concern or to pursue Pubco’s business strategy at all, which could have a material

adverse effect on Pubco’s business, prospects or operations as well as a potentially negative effect on the value of any Dogecoin

and Litecoin that OpCo mines or otherwise acquires or holds for Pubco’s own account, which would harm investors.

The reward for successfully uncovering a block

on Litecoin will decrease in the future and Litecoin value may not adjust to compensate OpCo for the reduction in the rewards OpCo receives

from its mining efforts.

The reward for successfully mining a block on Litecoin

will decrease in the future and the value of those cryptocurrencies may not adjust to compensate OpCo for the reduction in the rewards

OpCo receives from its mining efforts. Halving reduces block rewards by half and is built into many blockchain protocols in order to control

the rate at which new cryptocurrency is introduced into circulation for the purpose of ensuring predictable and decreasing supply over

time. The next halving event is expected to occur around July 2027, at which time the block subsidy will decrease to 3.125 LTC. The halving

process will continue at regular intervals until the maximum supply of 84 million LTC is mined, which is anticipated to occur in or around

the year 2142. Litecoin halving is a protocol-defined event that occurs on the Litecoin blockchain network approximately every 840,000

blocks, or roughly every four years. The halving is a key element of Litecoin’s monetary policy and is intended to regulate the

rate at which new Litecoin (LTC) are introduced into circulation. At the point of halving, the block subsidy—the portion of the

reward paid to miners for successfully adding a block to the blockchain—is reduced by 50%. This mechanism is designed to maintain

scarcity and mitigate the inflationary risk associated with digital assets that utilize a Proof-of-Work consensus algorithm. When Litecoin

launched in 2011, the initial block subsidy was set at 50 LTC per block. The Litecoin network has undergone halving events three times

since inception, most recently in August 2023, when the subsidy was reduced from 12.5 LTC to 6.25 LTC. Dogecoin is not subject to halving

as it has an unlimited supply.

The halving process has historically had implications

for the economics of mining activity. By reducing the per-block reward, halvings can increase operational pressure on miners, particularly

those with higher electricity or infrastructure costs. Additionally, while some market participants anticipate that halvings may exert

upward pressure on the price of Litecoin due to reduced issuance, the actual impact of any future halving on the market price of Litecoin

remains uncertain. The price of Litecoin is influenced by a variety of factors beyond block rewards, including global market conditions,

regulatory developments, network demand, and broader digital asset sentiment. As such, we cannot predict whether the price of Litecoin

will increase, decrease, or remain stable in advance of or following future halving events.

We intend to mitigate the effect of halving events

by: (1) optimizing hosting costs by relocating to lower-rate regions; (2) curtailing operations during high-cost periods; (3) pursuing

supplemental revenue opportunities such as compute leasing and energy resale; and (4) deploying efficient hardware to preserve margins.

However, there can be no assurance that these measures will be successful or sufficient to offset the impact of halving events. If we

are unable to effectively implement these mitigation strategies, our mining revenues, margins, and overall results of operations could

be materially and adversely affected.

The decrease in rewards on Litecoin designed to control

circulation, maintain scarcity, and thus, maintain price. Should the price of Litecoin (LTC) fail to rise sufficiently to compensate for

the decreased rewards, OpCo or other miners may not have an adequate incentive to continue mining and may cease mining operations. Miners

ceasing operations would reduce the collective processing power on the network, which would adversely affect the confirmation process

for transactions (i.e., temporarily decreasing the speed at which blocks are added to a blockchain until the next scheduled adjustment

in difficulty for block solutions) and make the networks more vulnerable to a malicious actor or botnet obtaining control in excess of

50 percent of the processing power active on a blockchain, potentially permitting such actor or botnet to manipulate a blockchain in a

manner that adversely affects OpCo’s activities. A reduction in confidence in the confirmation process or processing power of the

network could result and be irreversible. Such events could have a material adverse effect on OpCo’s business, prospects or operations

and potentially the value of any coin that OpCo mines or otherwise acquires or holds for its own account.

Cryptocurrencies, including Dogecoin (DOGE)

and Litecoin (LTC), face significant scaling obstacles that can lead to high fees or slow transaction settlement times.

Cryptocurrencies face significant scaling obstacles

that can lead to high fees or slow transaction settlement times, and attempts to increase the volume of transactions may not be effective.

Scaling cryptocurrencies is essential to the widespread acceptance of cryptocurrencies as a means of payment, which widespread acceptance

is important to the continued growth and development of OpCo’s business. Many cryptocurrency networks, including the Dogecoin and

Litecoin networks, face significant scaling challenges. For example, cryptocurrencies are limited with respect to how many transactions

can occur per second. Participants in the cryptocurrency ecosystem debate potential approaches to increasing the average number of transactions

per second that the network can handle and have implemented mechanisms or are researching ways to increase scale, such as increasing the

allowable sizes of blocks, and therefore the number of transactions per block, and sharding (a horizontal partition of data in a database

or search engine), which would not require every single transaction to be included in every single miner’s or validator’s

block. However, there is no guarantee that any of the mechanisms in place or being explored for increasing the scale of settlement of

cryptocurrency and, specifically, Dogecoin and Litecoin transactions will be effective, or how long they will take to become effective,

which could adversely affect OpCo’s business.

Cryptocurrencies built on blockchain networks

that use custom smart contract language, may have increased risk of bugs or vulnerabilities, smaller developer talent pools, and limited

functionality as compared to other more established languages.

Cryptocurrencies that are developed on blockchain

networks utilizing custom smart contract languages, may present disadvantages relative to some more widely used smart contract languages

such as Solidity or Rust. Custom languages may have an increased risk of bugs or vulnerabilities and may lack mature tooling and debugging

frameworks. The smaller developer talent pools for custom languages may make hiring more difficult, decrease peer review and contribution,

and reduce the pace of innovation and troubleshooting, which may limit the platform development over time. The custom languages may also

have limited functionality due to less community support, fewer third-party integrations, and limited libraries.

Cryptocurrencies built on blockchain networks

that use novel architecture may pose an increased risk of network instability, inability to scale, or data inconsistency and may result

in lower usage.

Cryptocurrencies that utilize novel blockchain architectures

may introduce innovative approaches to various challenges, but may introduce additional risks. Those risks may include impacts to network

stability, data consistency, and scalability. Architectures that are different from the widely used and tested linear blockchain models

such as the Bitcoin and Ethereum blockchains may not reap the benefits from the extensive real-world testing and validation of those linear

blockchains These risks may result in slower adoption, fewer users, and result in inability to scale.

Merge mining of Dogecoin (DOGE) and Litecoin

(LTC) may have the effect of creating dependency of Dogecoin (DOGE) on Litecoin (LTC), and may create a ripple effect of security and

reliability issues from Litecoin (LTC) to Dogecoin (DOGE).

Merge mining of Dogecoin (DOGE) and Litecoin (LTC)

allows both cryptocurrencies to be mined simultaneously using the same proof-of-work algorithm. Merge mining may introduce interdependency

that can create a ripple effect, particularly from Litecoin to Dogecoin. Dogecoin’s security is dependent on Litecoin’s mining

ecosystem because Dogecoin’s blocks are secured by the hash power of Litecoin miners, which reduces the autonomy of Dogecoin. A

decline in Litecoin’s mining activity may weaken the security of Dogecoin. Additionally, network instability or security issues

with Litecoin could impact Dogecoin.

A change of a blockchain from a Proof-of-Work

consensus mechanism to a Proof-of-Stake consensus mechanism could negatively impact OpCo’s business and risk profile.

Certain digital asset blockchains, such as bitcoin,

use a Proof-of-Work consensus algorithm. The genesis block on the Bitcoin blockchain was mined in 2009, and Bitcoin’s blockchain

has been in operation since then. Many newer blockchains including Ethereum, following the completion of the merger with Bull Horn Holdings

Corp. in 2022, use a newer consensus mechanism known as Proof-of-Stake. Proof-of-Stake blockchains are thought to be more energy efficient

with greater accessibility, which may be balanced by a lower attack cost. As Proof-of-Stake is newer, it is less tested than Proof-of-Work. This

could lead to these blockchains, and their associated digital assets, having undetected vulnerabilities, structural design flaws, suboptimal

incentive structures for network participants, technical disruptions, or a wide variety of other problems, any of which could cause these

blockchains not to function as intended, lead to outright failure to function entirely causing a total outage or disruption of network

activity, or to suffer other operational problems or reputational damage, leading to a loss of users or adoption or a loss in value of

the associated digital assets, including OpCo’s assets. Should Dogecoin and/or Litecoin move away from a Proof-of-Work consensus

mechanism (for example, to Proof-of-Stake or another method), merge mining of Dogecoin may no longer be possible and Dogecoin may have

to be mined separately from Litecoin. Should any blockchain on which OpCo mines cryptocurrency move from Proof-of-Work to Proof-of-Stake,

there is risk in the transition that may result in a chain split, security bugs, lost support, volatility in assets, or other technological

and business risks.

Unlike Proof-of-Work, in which miners expend computational

resources to compete to validate transactions and are rewarded coins in proportion to the amount of computational resources expended,

in Proof-of-Stake, validators risk or “stake” coins to compete to be randomly selected to validate transactions and are

rewarded coins in proportion to the amount of coins staked. Rewards, and sometimes penalties, are issued based on the amount of digital

assets a user has “staked” in order to become a validator. A shift from Proof-of-Work to Proof-of-Stake by any of the blockchains

on which OpCo mines may require OpCo to have inventory to stake and may render our mining business materially less competitive. Such

a shift in consensus mechanism may negatively impact the use or value of our mining machines, the secondary market for which may be depressed

as a result of such a shift, and may otherwise negatively impact our investment in technology and staff for our mining business.

Transaction fees may decrease demand for Dogecoin

and Litecoin and prevent expansion that could adversely impact an investment in Pubco.

As the number of Dogecoin and Litecoin awarded for

solving a block in a blockchain decreases, to incentivize miners to continue to contribute to the Dogecoin and Litecoin networks, the

Dogecoin and Litecoin networks may either formally or informally transition from a set reward to transaction fees earned upon solving

a block. This transition could be accomplished by miners independently electing to record in the blocks they solve only those transactions

that include payment of a transaction fee. If transaction fees paid for Dogecoin and Litecoin transactions become too high, the marketplace

may be reluctant to accept Dogecoin and Litecoin as a means of payment and existing users may be motivated to switch from Dogecoin and

Litecoin to another cryptocurrency or to fiat currency. Either the requirement from miners of higher transaction fees in exchange for

recording transactions in a blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand

for Dogecoin and Litecoin and prevent the expansion of the Dogecoin and Litecoin networks to retail merchants and commercial businesses,

resulting in a reduction in the price of Dogecoin and Litecoin that could adversely impact OpCo’s business. Decreased use and demand

for Dogecoin and Litecoin that OpCo has accumulated may adversely affect their value and may adversely impact an investment in Pubco.

The price of Dogecoin and Litecoin may be affected

by other vehicles investing in Dogecoin and Litecoin, or tracking Dogecoin and Litecoin markets.

The global market for Dogecoin and Litecoin is characterized

by supply constraints that differ from those present in the markets for commodities or other assets such as gold and silver. The mathematical

protocols under which Litecoin are mined permit the creation of a limited, predetermined amount of currency, while others have no limit

established on total supply including Dogecoin. To the extent that other vehicles investing in Dogecoin and Litecoin or tracking Dogecoin

and Litecoin markets form and come to represent a significant proportion of the demand for Dogecoin and Litecoin, large redemptions of

the securities of those vehicles and the subsequent sale of Dogecoin and Litecoin by such vehicles could negatively affect Dogecoin and

Litecoin prices and therefore affect the value of the Dogecoin and Litecoin holdings OpCo holds. Such events could have a material adverse

effect on Pubco’s ability to continue as a going concern or to pursue OpCo’s new strategy at all, which could have a material

adverse effect on Pubco’s business, prospects or operations and potentially the value of any Dogecoin and Litecoin that OpCo mines

or otherwise acquires or holds for its own account.

The development of other cryptocurrencies and/or

digital currencies may adversely affect the value of Dogecoin and Litecoin.

To the extent that other cryptocurrencies are introduced

into the market, gain traction and are supported by the deployment of significant resources, the success of any such cryptocurrency could

lead to a decrease in demand and the potential exclusion of existing cryptocurrencies, such as Dogecoin and Litecoin.

In addition, central banks in some countries have

started to introduce digital forms of legal tender. Whether or not they incorporate blockchain or similar technology, central bank digital

currencies as legal tender in the issuing jurisdiction could have an advantage in competing with, or replacing, Dogecoin and Litecoin

as a medium of exchange or store of value. As a result, the value of Dogecoin and Litecoin could decrease, which could have a material

adverse effect on Pubco’s business, prospects, financial condition, and operating results.

If a malicious actor obtains control in excess

of 50% of the processing power active on any digital asset network, including the Dogecoin and Litecoin network, it is possible that such

actor could manipulate the blockchain in a manner that adversely affects an investment in Pubco.

If a malicious actor obtains a majority of the processing

power dedicated to mining on any digital asset network, including the Dogecoin or Litecoin network, it may be able to alter the blockchain

by constructing alternate blocks if it is able to solve for such blocks faster than the remainder of the miners on the blockchain can

add valid blocks. In such alternate blocks, the malicious actor could control, exclude or modify the ordering of transactions, though

it could not generate new digital assets or transactions using such control. Using alternate blocks, the malicious actor could “double-spend”

its own digital assets (i.e., spend the same digital assets in more than one transaction) and prevent the confirmation of other users’

transactions for so long as it maintains control. To the extent that such malicious actor does not yield its majority control of the processing

power or the digital asset community does not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain

may not be possible. Such changes could adversely affect an investment in Pubco.

The decentralized nature of cryptocurrency systems

may lead to slow or inadequate responses to crises, which may negatively affect OpCo’s business.

The decentralized nature of the governance of cryptocurrency

systems may lead to ineffective decision making that slows development or prevents a network from overcoming emergent obstacles. Governance

of many cryptocurrency systems is by voluntary consensus and open competition with no clear leadership structure or authority. To the

extent lack of clarity in corporate governance of the Dogecoin and Litecoin blockchains leads to ineffective decision making that slows

development and growth of the Dogecoin and Litecoin network protocols, OpCo’s business may be adversely affected.

The open-source structure of the Dogecoin and Litecoin

network protocols means that the contributors to the protocol are generally not directly compensated for their contributions in maintaining

and developing the protocol. A failure to properly monitor and upgrade the protocol could damage the Dogecoin and Litecoin networks and

an investment in Pubco.

As open-source projects, Dogecoin and Litecoin are

not represented by an official organization or authority. As the Dogecoin and Litecoin network protocols are not sold and its use does

not generate revenues for contributors, contributors are generally not compensated for maintaining and updating the Dogecoin and Litecoin

network protocols. The lack of guaranteed financial incentive for contributors to maintain or develop the Dogecoin and Litecoin network

and the lack of guaranteed resources to adequately address emerging issues with the Dogecoin and Litecoin networks may reduce incentives

to address the issues adequately or in a timely manner. Changes to a digital asset network that OpCo will mine on may adversely affect

an investment in Pubco.

Mining equipment may become obsolete quickly

due to technological advancements, and fluctuations in crypto-asset prices could render our operations unprofitable, adversely affecting

our financial condition.

OpCo’s revenue is primarily dependent on the

market prices of the crypto-assets it mines, initially focused on Litecoin (LTC) and Dogecoin (DOGE). These prices are subject to high

volatility, with potential for rapid and significant declines influenced by market sentiment, regulatory developments, or macroeconomic

factors. Concurrently, our mining hardware faces accelerated depreciation from the introduction of more efficient models, rising network

difficulty, and increasing energy costs. If prices fall or costs rise unexpectedly, the company may incur impairments or be forced to

idle machines. Mitigation strategies such as rapid conversion of mined assets, energy cost controls, and phased equipment upgrades have

been added, though risks remain material. Should crypto-asset prices drop below our operational breakeven point (including electricity,

maintenance, and other variable costs), we may need to suspend mining activities, sell equipment at a loss, or impair asset values on

our balance sheet. In such cases, we may not fully recover the carrying value of our mining equipment, which could materially impact our

liquidity, results of operations, and overall financial health. While we monitor market trends and may hedge certain exposures, there

is no assurance that these measures will fully mitigate these risks.

The impact of geopolitical and economic events

on the supply and demand for Dogecoin and Litecoin is uncertain.

Geopolitical crises may motivate large-scale purchases

of Dogecoin and Litecoin, which could increase the price of Dogecoin and Litecoin rapidly. This may increase the likelihood of a subsequent

price decrease as crisis-driven purchasing behavior dissipates, which would adversely affect the value of OpCo’s Dogecoin and Litecoin

value following such downward adjustment. Such risks are similar to the risks of purchasing commodities in uncertain times, such as the

risk of purchasing, holding or selling gold. Alternatively, as an emerging asset class with limited acceptance as a payment system or

commodity, global crises and general economic downturns may discourage investment in Dogecoin and Litecoin as investors focus their investments

on less volatile asset classes as a means of hedging their investment risks.

As an alternative to fiat currencies that are backed

by central governments, Dogecoin and Litecoin which is relatively new, is subject to supply and demand forces. How such supply and demand

will be impacted by geopolitical events is largely uncertain but could be harmful to OpCo. Political or economic crises may motivate large-scale

acquisitions or sales of Dogecoin and Litecoin either globally or locally. Such events could have a material adverse effect on Pubco’s

ability to continue as a going concern or to pursue OpCo’s new strategy at all, which could have a material adverse effect on OpCo’s

business, prospects or operations and potentially the value of any Dogecoin and Litecoin that OpCo mines or otherwise acquires or holds

for its own account.

OpCo faces risks of Internet disruptions, which

could have an adverse effect on the price of Dogecoin and Litecoin.

A disruption of the Internet may affect the use of

Dogecoin and Litecoin. Generally, Dogecoin and Litecoin and OpCo’s business of mining Dogecoin and Litecoin are dependent upon the

Internet. A significant disruption in Internet connectivity could disrupt a currency’s network operations until the disruption is

resolved and have an adverse effect on the price of Dogecoin and Litecoin and OpCo’s ability to mine Dogecoin and Litecoin.

Any valuation at this stage is difficult to

assess.

OpCo’s valuation is based upon a number of estimates

and assumptions that may prove later to be inaccurate or incomplete. Unlike listed companies that are valued publicly through market-driven

stock prices, the valuation of private companies, especially startups, is difficult to assess and investors may risk overpaying for their

investments. OpCo began its operations in April 2025 and has limited operating experience and performance history, which makes valuation

difficult.

If the Dogecoin and Litecoin reward for solving blocks

and transaction fees is not sufficiently high, OpCo may not have an adequate incentive to continue mining and may cease mining operations,

which will likely lead to OpCo’s failure to achieve profitability.

As the number of Dogecoin and Litecoin rewards awarded

for solving a block in a blockchain decreases, OpCo’s ability to achieve profitability declines. Decreased use and demand for Dogecoin

and Litecoin rewards may adversely affect OpCo’s incentive to expend processing power to solve blocks. If the award of Dogecoin

and Litecoin rewards for solving blocks and transaction fees are not sufficiently high, OpCo or other miners may not have an adequate

incentive to continue mining and may cease mining operations. Miners ceasing operations would reduce the collective processing power on

the network, which would adversely affect the confirmation process for transactions (i.e., temporarily decreasing the speed at which blocks

are added to a blockchain until the next scheduled adjustment in difficulty for block solutions) and make the Dogecoin and Litecoin networks

more vulnerable to a malicious actor obtaining control in excess of 50 percent of the processing power active on a blockchain, potentially

permitting such actor to manipulate a blockchain in a manner that adversely affects OpCo’s activities. A reduction in confidence

in the confirmation process or processing power of the network could result and be irreversible. Such events could have a material adverse

effect on OpCo’s business, prospects or operations and potentially the value of any Dogecoin and Litecoin that OpCo mines or otherwise

acquires or holds for its own account.

Dogecoin and Litecoin mining activities are energy-intensive,

which may restrict the geographic locations of mining machines and have a negative environmental impact. Government regulators may potentially

restrict the ability of electricity suppliers to provide electricity to mining operations, such as OpCo’s.

Mining Dogecoin and Litecoin requires massive amounts

of electrical power, and electricity costs are expected to account for a significant portion of OpCo’s overall costs. The availability

and cost of electricity will restrict the geographic locations of OpCo’s mining activities. Any shortage of electricity supply or

increase in electricity costs in any location where OpCo plans to operate may negatively impact the viability and the expected economic

return for Dogecoin and Litecoin mining activities in that location.

Further, OpCo’s business model can only be successful

and OpCo’s mining operations can only be profitable if the costs, including electrical power costs, associated with Dogecoin and

Litecoin mining are lower than the price of Dogecoin and Litecoin itself. As a result, any equipment OpCo deploys can only be successful

if OpCo can obtain access to sufficient electrical power on a cost-effective basis through hosting arrangements with mining data centers.

OpCo’s deployment of new mining equipment requires OpCo to find sites where that is the case. Even if OpCo’s electrical power

costs do not increase, significant fluctuations in, and any prolonged periods of, low Dogecoin and Litecoin prices may also cause OpCo’s

electrical supply to no longer be cost-effective.

Furthermore, if cryptocurrency mining becomes more

widespread, government scrutiny related to restrictions on cryptocurrency mining facilities and their energy consumption may significantly

increase. The considerable consumption of electricity by mining operators may also have a negative environmental impact, including contribution

to climate change, which could set the public opinion against allowing the use of electricity for Dogecoin and Litecoin mining activities.

This, in turn, could lead to governmental measures restricting or prohibiting the use of electricity for Dogecoin and Litecoin mining

activities.

Additionally, the mining data centers at which OpCo

maintains its mining equipment could be materially adversely affected by power outages and similar disruptions. Given the power requirements

for OpCo’s mining equipment, it would not be feasible to run this equipment on back-up power generators in the event of a government

restriction on electricity or a power outage. If OpCo is unable to receive adequate power supply and is forced to reduce its operations

due to the availability or cost of electrical power, it would have a material adverse effect on OpCo’s business, prospects, financial

condition, and operating results.

OpCo’s Dogecoin and Litecoin may be subject

to loss, theft or restriction on access.

There is a risk that some or all of OpCo’s Dogecoin

and Litecoin could be lost or stolen. Cryptocurrencies are stored in cryptocurrency sites commonly referred to as “wallets”

by holders of cryptocurrencies, which may be accessed to exchange a holder’s cryptocurrency assets. Access to OpCo’s Dogecoin

and Litecoin assets could also be restricted by cybercrime against a service at which OpCo maintains a hosted hot wallet. A hot wallet

refers to any cryptocurrency wallet that is connected to the Internet. Generally, hot wallets are easier to set up and access than wallets

in cold storage, but they are also more susceptible to hackers and other technical vulnerabilities. Cold storage refers to any cryptocurrency

wallet that is not connected to the Internet.

Hackers or malicious actors may launch attacks to

steal, compromise or secure Dogecoin and Litecoin such as by attacking the Dogecoin and Litecoin network source code, exchange miners,

third-party platforms, cold and hot storage locations or software, through phishing schemes or by other means. Several errors and defects

in such codes have been found previously, including those that disabled some functionality for users and exposed users’ information.

Exploitations of flaws in the source code that allow malicious actors to take or create money have previously occurred. Despite OpCo’s

efforts and processes to prevent breaches, OpCo’s devices, as well as OpCo’s miners, computer systems and those of third parties

that OpCo uses in its operations, are vulnerable to cybersecurity risks, including cyberattacks such as viruses and worms, phishing attacks,

denial-of-service attacks, physical or electronic break-ins, employee theft or misuse, and similar disruptions from unauthorized tampering

with OpCo’s miners and computer systems or those of third parties that OpCo uses in its operations. Any of these events may adversely

affect OpCo’s operations and, consequently, OpCo’s investments and profitability. The loss or destruction of a private key

required to access OpCo’s digital wallets may be irreversible and OpCo may be permanently denied access to its Dogecoin and Litecoin

holdings or the holdings of others held in those compromised wallets. OpCo’s loss of access to its private keys or a data loss relating

to OpCo’s digital wallets could adversely affect OpCo’s investments and assets.

OpCo does not engage in direct self-custody of crypto

assets. Instead, the company will use Anchorage Digital Bank National Association, the only federally chartered crypto bank in the United

States, for comprehensive custody services. This approach eliminates the material risks typically associated with self-custody while maintaining

institutional-grade security and regulatory compliance. Anchorage Digital operates under federal banking oversight by the Office of the

Comptroller of the Currency (OCC) and provides qualified custodian services that meet SEC custody rule requirements. As a federally regulated

bank, Anchorage Digital segregates client assets from its own funds and maintains bankruptcy-remote custody protections

Cryptocurrencies are controllable only by the possessor

of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s

public key or address is reflected in the network’s public blockchain. OpCo will publish the public key relating to digital wallets

in use when OpCo verifies the receipt of transfers and disseminates such information into the network, but OpCo will need to safeguard

the private keys relating to such digital wallets. OpCo operates using Anchorage Digital’s Multi-Party Computation (MPC), which

means no single person holds a complete private key. Control is distributed among multiple approved parties, and a quorum is required

to authorize any transaction. You may be assigned a key share, but all actions involving asset movement must be collectively approved.

Security measures which Anchorage enforces are: biometric-secured device access, role-based controls and custom policy settings, hardware-level

protection of key shares & multi-party approval requirements for transactions.

In contrast to self-custody where lost keys can result

in permanent asset loss, Anchorage Digital's MPC architecture enables recovery procedures without compromising security. The distributed

key shares allow for account recovery even if individual components are compromised. While OpCo's use of Anchorage Digital eliminates

direct self-custody risks, it creates dependency on a single custody provider. However, this is mitigated by Anchorage Digital's regulatory

status, insurance coverage, and proven institutional adoption. Anchorage Digital’s insurance policy covers digital assets end-to-end

throughout their entire life cycle, addressing gaps that typically exist in crypto custody insurance. Anchorage Digital maintains an aggregate

$100 million commercial crime insurance policy that provides coverage for certain losses due to theft, robbery, burglary, as well as third-party

computer and funds transfer fraud. This coverage applies to assets at all times when held at Anchorage Digital Bank, with no distinction

between hot and cold storage, and provides comprehensive “end-to-end” insurance coverage not typically available at other

custodians whose insurance coverage applies only to cold storage. As a federally chartered bank, Anchorage Digital’s insurance arrangements

are subject to federal banking oversight, providing additional assurance of coverage adequacy and claims-paying ability. Digital assets

held in custody by Anchorage Digital, however, are not guaranteed by Anchorage Digital and are not subject to the insurance protections

of the Federal Deposit Insurance Corporation (FDIC).

To the extent such private keys are lost, destroyed

or otherwise compromised, OpCo will be unable to access its Dogecoin and Litecoin rewards and such private keys may not be capable of

being restored by any network. Any loss of private keys relating to digital wallets used to store OpCo’s Dogecoin and Litecoin could

have a material adverse effect on OpCo’s ability to continue as a going concern or to pursue its new strategy at all, which could

have a material adverse effect on OpCo’s business, prospects or operations and potentially the value of any Dogecoin and Litecoin

that OpCo mines or otherwise acquires or holds for its own account.

Our ability to adopt technology in response

to changing security needs or trends and reliance on third parties for custody poses a challenge to the safekeeping of our digital assets.

The history of digital asset exchanges has shown that

exchanges and large holders of digital assets must adapt to technological change in order to secure and safeguard their digital assets.

We rely on Anchorage Digital’s asset custody solution held in a purpose-built physically-secure environment based on established,

industry best practices to safeguard our digital assets from theft, loss, destruction or other issues relating to hackers and technological

attack. We believe that it may become a more appealing target of security threats as the size of our Dogecoin and Litecoin holdings grow.

To the extent that either Anchorage Digital or we are unable to identify and mitigate or stop new security threats, our digital assets

may be subject to theft, loss, destruction or other attack, which could adversely affect an investment in us. To the extent that Anchorage

Digital is no longer, due to the current banking crisis, able to safeguard our assets, we would be at risk of loss if safeguarding protocols

fail.

Incorrect or fraudulent cryptocurrency transactions

may be irreversible.

Cryptocurrency transactions are irrevocable and stolen

or incorrectly transferred cryptocurrencies may be irretrievable. As a result, any incorrectly executed or fraudulent Dogecoin and Litecoin

transactions could adversely affect OpCo’s investments and assets. Cryptocurrency transactions are not, from an administrative perspective,

reversible without the consent and active participation of the recipient of the cryptocurrency from the transaction. In theory, Dogecoin

and Litecoin transactions may be reversible with the control or consent of a majority of processing power on the Dogecoin or Litecoin

network; however, OpCo does not now, nor is it feasible that OpCo could in the future, possess sufficient processing power to effect such

a reversal. Once a transaction has been verified and recorded in a block that is added to a blockchain, an incorrect transfer of a cryptocurrency

or a theft thereof generally will not be reversible and OpCo may not have sufficient recourse to recover its losses from any such transfer

or theft. It is possible that, through computer or human error, or through theft, fraud, phishing schemes or other criminal action, OpCo’s

cryptocurrency rewards could be transferred in incorrect amounts or to unauthorized third parties or uncontrolled accounts. Further, at

this time, there is no specifically enumerated U.S. or foreign governmental, regulatory, investigative or prosecutorial authority or mechanism

through which to bring an action or complaint regarding missing or stolen cryptocurrency. In the event of a loss, OpCo would be reliant

on existing private investigative entities to investigate any such loss of OpCo’s Dogecoin and Litecoin assets. These third-party

service providers rely on data analysis and compliance of Internet service providers with traditional court orders to reveal information

such as the IP addresses of any attackers who may have targeted OpCo. To the extent that OpCo is unable to recover its losses from such

action, error, theft or other criminal action, such events could have a material adverse effect on OpCo’s ability to continue as

a going concern or to pursue OpCo’s new strategy at all, which could have a material adverse effect on OpCo’s business, prospects

or operations of and potentially the value of any Dogecoin and Litecoin that OpCo mines or otherwise acquires or holds for its own account.

Risks Related to Our Operations

OpCo may be affected by price fluctuations in

the wholesale and retail power markets.

Market prices for power, generation capacity and ancillary

services, are unpredictable. Depending upon the effectiveness of any price risk management activity undertaken by OpCo, including but

not limited to attempts to secure hosting services contracts at fixed fees, an increase in market prices for power, generation capacity,

and ancillary services may adversely affect OpCo’s business, prospects, financial condition, and operating results. Long- and short-term

power prices may fluctuate substantially due to a variety of factors outside of OpCo’s control, including, but not limited to:

increases and decreases in generation capacity;

changes in power transmission or fuel transportation capacity constraints or inefficiencies;

volatile weather conditions, particularly unusually hot or mild summers or unusually cold or warm winters;

technological shifts resulting in changes in the demand for power or in patterns of power usage, including the potential development of demand-side management tools, expansion and technological advancements in power storage capability and the development of new fuels or new technologies for the production or storage of power;

federal and state power, market and environmental regulation and legislation; and

changes in capacity prices and capacity markets.

If OpCo is unable to secure power supply at

prices or on terms acceptable to it, a material adverse effect on OpCo’s business, prospects, financial condition, and operating

results would occur.

To remain competitive in OpCo’s industry, OpCo

seeks to grow its Hash Rate to match the growing network Hash Rate and increasing network difficulty of the Dogecoin and Litecoin blockchain,

and if OpCo is unable to grow its Hash Rate at pace with the network Hash Rate, OpCo’s chance of earning Dogecoin and Litecoin from

its mining operations would decline.

As the adoption of Dogecoin and Litecoin has increased,

the price of Dogecoin and Litecoin has generally appreciated, causing the demand for new Dogecoin and Litecoin rewards for successfully

solving blocks on the Dogecoin and Litecoin blockchain to likewise increase. This has encouraged more miners to attempt to mine Dogecoin

and Litecoin, which increases the global network Hash Rate deployed in support of the Dogecoin and Litecoin blockchain.

Because a miner’s relative chance of successfully

solving a block and earning a new Dogecoin and Litecoin reward is generally a function of the ratio the miner’s individual Hash

Rate bears to the global network Hash Rate, as the global network Hash Rate increases, a miner must increase its individual Hash Rate

to maintain its chances of earning new Dogecoin and Litecoin rewards. Therefore, as new miners enter the industry and as miners deploy

greater and greater numbers of increasingly powerful machines, existing miners must seek to continually increase their Hash Rates to remain

competitive. Thus, a feedback loop is created: as Dogecoin and Litecoin gain popularity and their relative market price increases, more

miners attempt to mine Dogecoin and Litecoin and the Dogecoin and Litecoin network Hash Rate is increased; in response, existing miners

and new miners devote more and more Hash Rate to the Dogecoin and Litecoin blockchain by deploying greater numbers of increasingly powerful

machines in an attempt to ensure their abilities to earn additional Dogecoin and Litecoin rewards do not decrease. Compounding this feedback

loop, the network difficulty of the Dogecoin and Litecoin network (i.e., the amount of work (measured in Hashes) necessary to solve a

block) is periodically adjusted to maintain the pace of new block additions, and thereby control the supply of Dogecoin and Litecoin.

As miners deploy more Hash Rate and the Dogecoin and Litecoin network Hash Rate is increased, the Dogecoin and Litecoin network difficulty

is adjusted upwards by requiring more Hash Rate to be deployed to solve a block. Thus, miners are further incentivized to grow their Hash

Rates to maintain their chances of earning new Dogecoin and Litecoin rewards. In theory, these dual processes should continually replicate

themselves until the supply of available Litecoin is exhausted. In response, miners have attempted to achieve greater Hash Rates by deploying

increasingly sophisticated and expensive miners in ever greater quantities. This has become the Dogecoin and Litecoin mining industry’s

great “arms race.” Moreover, because there are very few manufacturers of miners capable of producing a sufficient number of

miners of adequate quality to meet this need, scarcity results and miner prices increase. Some manufacturers of Dogecoin and Litecoin

miners may increase their prices for new miners as the market price of Dogecoin and Litecoin increases.

Accordingly, for OpCo to maintain its chances of earning

new Dogecoin and Litecoin rewards and remaining competitive in its industry, OpCo must seek to continually add new miners to grow its

Hash Rate at pace with the growth in the Dogecoin and Litecoin networks Hash Rate. However, as demand has increased and scarcity in the

supply of new miners has resulted, the price of new miners has increased, and OpCo expects this process to continue in the future as demand

for Dogecoin and Litecoin increases. Therefore, if the price of Dogecoin and Litecoin is not sufficiently high to allow OpCo to fund its

Hash Rate growth through new miner acquisitions, and if OpCo is otherwise unable to access additional capital to acquire these miners,

OpCo’s Hash Rate may stagnate and OpCo may fall behind its competitors. If this happens, OpCo’s chances of earning new Dogecoin

and Litecoin rewards would decline and, as such, its results of operations and financial condition may suffer.

OpCo’s business is dependent on a small

number of digital asset mining equipment suppliers.

OpCo’s business is dependent upon digital asset

mining equipment suppliers providing an adequate supply of new generation digital asset mining machines at economical prices to customers

intending to purchase its hosting and other solutions. The growth in OpCo’s business is directly related to increased demand for

hosting services and digital assets such as Dogecoin and Litecoin, which is dependent in large part on the availability of new generation

mining machines offered for sale at a price conducive to profitable digital asset mining, as well as the trading price of digital assets

such as Dogecoin and Litecoin. The market price and availability of new mining machines fluctuates with the price of Dogecoin and Litecoin

and can be volatile. Higher Dogecoin and Litecoin prices increase the demand for mining equipment and increase the cost. In addition,

as more companies seek to enter the mining industry, the demand for machines may outpace supply and create mining machine equipment shortages.

There are no assurances that digital asset mining equipment suppliers will be able to keep pace with any surge in demand for mining equipment.

Further, manufacturing mining machine purchase contracts are not favorable to purchasers and OpCo may have little or no recourse in the

event a mining machine manufacturer defaults on its mining machine delivery commitments. If OpCo and its customers are not able to obtain

a sufficient number of digital asset mining machines at favorable prices, its growth expectations, liquidity, financial condition and

results of operations will be negatively impacted.

Mining machines rely on components and raw

materials that may be subject to price fluctuations or shortages.

In order to build and sustain OpCo’s self-mining

operations, OpCo will depend on third parties to provide it with critical components for its mining equipment, which may be subject to

price fluctuations or shortages. There is also a risk that a manufacturer or seller of necessary mining equipment may adjust the prices

according to Dogecoin and Litecoin, so the cost of new machines could become unpredictable and extremely high. As a result, at times,

OpCo may be forced to obtain mining machines and other hardware at premium prices, to the extent they are even available. Such events

could have a material adverse effect on OpCo’s business, prospects, financial condition, and operating results.

OpCo’s reliance primarily on a single

model of miner may subject its operations to increased risk of design flaws.

The performance and reliability of OpCo’s miners

and its technology is critical to OpCo’s reputation and its operations. It manages a substantial fleet of specialized ASIC miners—including

Antminer models (L7, L9, and DG1+)—with precise strategies tailored for each asset and mining algorithm (e.g., SHA-256, Scrypt,

kHeavyHash). If there are issues with those machines, OpCo’s entire system could be affected. Any system error or failure may significantly

delay response times or even cause OpCo’s system to fail. Any disruption in OpCo’s ability to continue mining could result

in lower yields and harm its reputation and business. Any exploitable weakness, flaw, or error common to our miners could affect all of

OpCo’s miners; therefore, if a defect or other flaw exists and is exploited, OpCo’s entire miner fleet could be adversely

impacted. Any interruption, delay or system failure could result in financial losses, a decrease in the value of OpCo’s stock and

damage to OpCo’s reputation.

There are risks related to technological obsolescence,

the vulnerability of the global supply chain to Dogecoin and Litecoin hardware disruption, and difficulty in obtaining new hardware, which

may have a negative effect on OpCo’s business.

OpCo’s mining operations can only be successful

and profitable if the costs of mining Dogecoin and Litecoin, including hardware and electricity costs, associated with mining Dogecoin

and Litecoin are lower than the price of a Dogecoin and Litecoin. As OpCo’s mining facility operates, OpCo’s miners experience

ordinary wear and tear, and may also face more significant malfunctions caused by a number of extraneous factors beyond OpCo’s control.

The physical degradation of OpCo’s miners will require OpCo to, over time, replace those miners which are no longer functional.

Additionally, as the technology evolves, OpCo may be required to acquire newer models of miners to remain competitive in the market.

The mining data centers at which OpCo maintains

its mining equipment may experience damages, including damages that are not covered by insurance.

OpCo maintains its mining equipment at mining data

centers in North Carolina, South Carolina, and Iowa. The mining data centers at which OpCo maintains its mining equipment, and any future

mining data centers at which OpCo maintains its mining equipment will be, subject to a variety of risks relating to physical condition

and operation, including:

the presence of construction or repair defects or other structural or building damage;

any non-compliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements;

any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms; and

claims by employees and others for injuries sustained at OpCo’s properties.

For example, the mining data centers at which OpCo

maintains its mining equipment could be rendered inoperable, temporarily or permanently, as a result of a fire or other natural disaster

or by a terrorist or other attack on the facilities where OpCo’s mining equipment is located. The security and other measures OpCo

takes to protect against these risks may not be sufficient. Any property insurance OpCo obtained in the future may not be adequate to

cover the losses OpCo suffers as a result of any of these events. In the event of an uninsured loss, including a loss in excess of insured

limits, at any of the mining data centers at which OpCo maintains its mining equipment, such mining data centers may not be adequately

repaired in a timely manner or at all and OpCo may lose some or all of the future revenues anticipated to be derived from OpCo’s

equipment located at such mining data centers.

OpCo may not be able to compete with other companies,

some of whom have greater resources and experience.

OpCo may not be able to compete successfully against

present or future competitors. OpCo does not have the resources to compete with larger providers of similar services at this time. The

Dogecoin and Litecoin industry has attracted various high-profile and well-established operators, some of which have substantially greater

liquidity and financial resources than OpCo does. With the limited resources OpCo has available, OpCo may experience great difficulties

in expanding and improving its network of computers to remain competitive. Competition from existing and future competitors, particularly

those that have access to competitively-priced energy, could result in OpCo’s inability to secure acquisitions and partnerships

that OpCo may need to expand OpCo’s business in the future. This competition from other entities with greater resources, experience

and reputations may result in OpCo’s failure to maintain or expand its business, as OpCo may never be able to successfully execute

its business plan. If OpCo is unable to expand and remain competitive, its business could be negatively affected.

OpCo’s operations, investment strategies

and profitability may be adversely affected by competition from other methods of investing in Dogecoin and Litecoin.

OpCo competes with other users and/or companies that

are mining Dogecoin and Litecoin and other potential financial vehicles, including securities backed by or linked to Dogecoin and Litecoin

through entities similar to OpCo. Market and financial conditions, and other conditions beyond OpCo’s control, may make it more

attractive to invest in other financial vehicles, or to invest in Dogecoin and Litecoin directly. The emergence of other financial vehicles

and exchange-traded funds have been scrutinized by regulators and such scrutiny and the negative impressions or conclusions resulting

from such scrutiny could be applicable to OpCo and impact OpCo’s ability to successfully pursue its strategy or operate at all,

or to establish or maintain a public market for OpCo’s securities. Such circumstances could have a material adverse effect on OpCo’s

ability to continue as a going concern or to pursue its strategy at all, which could have a material adverse effect on OpCo’s business,

prospects or operations and potentially the value of any Dogecoin and Litecoin that OpCo mines or otherwise acquires or holds for its

own account, and harm investors.

The development and acceptance of competing

blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives.

The development and acceptance of competing blockchain

platforms or technologies may cause consumers to use alternative distributed ledgers or an alternative to distributed ledgers altogether.

OpCo’s business utilizes presently existent digital ledgers and blockchains and OpCo could face difficulty adapting to emergent

digital ledgers, blockchains, or alternatives thereto. This may adversely affect OpCo and OpCo’s exposure to various blockchain

technologies and prevent OpCo from realizing the anticipated profits from its investments. Such circumstances could have a material adverse

effect on OpCo’s ability to continue as a going concern or to pursue OpCo’s strategy at all, which could have a material adverse

effect on its business, prospects or operations and potentially the value of any Dogecoin and Litecoin that OpCo mines or otherwise acquires

or holds for OpCo’s own account, which could in turn harm investors.

OpCo may not adequately respond to price fluctuations

and rapidly changing technology, which may negatively affect OpCo’s business.

Competitive conditions within the Dogecoin and Litecoin

markets require that OpCo use sophisticated technology in the operation of OpCo’s business. The blockchain technology industry is

characterized by rapid technological changes, new product introductions, enhancements and evolving industry standards. New technologies,

techniques or products could emerge that might offer better performance than the software and other technologies OpCo currently utilizes,

and OpCo may have to manage transitions to these new technologies to remain competitive. OpCo may not be successful, generally or relative

to OpCo’s competitors in the Dogecoin and Litecoin industry, in timely implementing new technology into OpCo’s systems, or

doing so in a cost-effective manner. During the course of implementing any such new technology into OpCo’s operations, OpCo may

experience system interruptions and failures during such implementation. Furthermore, there can be no assurances that OpCo will recognize,

in a timely manner or at all, the benefits that OpCo may expect as a result of implementing new technology into its operations. As a result,

OpCo’s business and operations may suffer.

OpCo may not be able to realize the benefits

of forks. Forks in a digital asset network may occur in the future which may affect the value of Dogecoin and Litecoin held by OpCo.

To the extent that a significant majority of users

and miners on a cryptocurrency network install software that changes the cryptocurrency network or properties of a cryptocurrency, including

the irreversibility of transactions and limitations on the mining of new cryptocurrency, the cryptocurrency network would be subject to

new protocols and software. However, if less than a significant majority of users and miners on the cryptocurrency network consent to

the proposed modification, and the modification is not compatible with the software prior to its modification, the consequence would be

what is known as a “fork” of the network, with one prong running the pre-modified software and the other running the modified

software. The effect of such a fork would be the existence of two versions of the cryptocurrency running in parallel, yet lacking interchangeability

and necessitating exchange-type transactions to convert currencies between the two forks. Additionally, it may be unclear following a

fork which fork represents the original asset and which is the new asset. Different metrics adopted by industry participants to determine

which is the original asset include: referring to the wishes of the core developers of a cryptocurrency, blockchains with the greatest

amount of hashing power contributed by miners or validators, or blockchains with the longest chain. A fork in the Dogecoin and Litecoin

network could adversely affect OpCo’s ability to operate.

OpCo may not be able to realize the economic benefit

of a fork, either immediately or ever, which could adversely affect OpCo’s business. If OpCo holds Dogecoin and Litecoin at the

time of a hard fork into two cryptocurrencies, industry standards would dictate that OpCo would be expected to hold an equivalent amount

of the old and new assets following the fork. However, OpCo may not be able, or it may not be practical, to secure or realize the economic

benefit of the new asset for various reasons. For instance, OpCo may determine that there is no safe or practical way to custody the new

asset, that trying to do so may pose an unacceptable risk to OpCo’s holdings in the old asset, or that the costs of taking possession

and/or maintaining ownership of the new cryptocurrency exceed the benefits of owning the new cryptocurrency. Additionally, laws, regulations

or other factors may prevent OpCo from benefitting from the new asset even if there is a safe and practical way to custody and secure

the new asset.

The impacts of climate change may result in

additional costs or risks.

The physical risks of climate change may impact the

availability and cost of materials and natural resources, sources and supply of energy, demand for Dogecoin and Litecoin, and other operating

costs. If environmental laws or regulations or industry standards are either changed or adopted and impose significant operational restrictions

and compliance requirements on OpCo’s operations, or if OpCo’s operations are disrupted due to physical impacts of climate

change, OpCo’s business, capital expenditures, results of operations, financial condition and competitive position could be negatively

impacted.

Risks Related to Governmental Regulation and

Enforcement

As cryptocurrencies may be determined to be

investment securities, OpCo may inadvertently violate the Investment Company Act of 1940 and incur large losses as a result and potentially

be required to register as an investment company or terminate operations and OpCo may incur third-party liabilities.

OpCo believes that it is not engaged in the business

of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities. However, under

the Investment Company Act of 1940 (the “Investment Company Act”), a company may be deemed an investment company under section

3(a)(1)(C) thereof if the value of its investment securities is more than 40% of its total assets (exclusive of government securities

and cash items) on an unconsolidated basis.

As a result of OpCo’s investments and its mining

activities, including investments in which it does not have a controlling interest, the investment securities OpCo holds could exceed

40% of OpCo’s total assets, exclusive of cash items and, accordingly, OpCo could determine that it has become an inadvertent investment

company. The Dogecoin and Litecoin that OpCo owns, acquires or mines may be deemed an investment security by the SEC, although OpCo does

not believe any of the Dogecoin and Litecoin it owns, acquires or mines are securities. An inadvertent investment company can avoid being

classified as an investment company if it can rely on one of the exclusions under the Investment Company Act. One such exclusion, Rule

3a-2 under the Investment Company Act, allows an inadvertent investment company a grace period of one year from the earlier of (a) the

date on which an issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated

or unconsolidated basis and (b) the date on which an issuer owns or proposes to acquire investment securities having a value exceeding

40% of the value of such issuer’s total assets (exclusive of government securities and cash items) on an unconsolidated basis. As

of the date of this Current Report on Form 8-K, OpCo does not believe it is an inadvertent investment company. OpCo may take actions to

cause the investment securities held by it to be less than 40% of its total assets, which may include acquiring assets with OpCo’s

cash and Dogecoin and Litecoin on hand or liquidating OpCo’s investment securities or Dogecoin and Litecoin or seeking a no-action

letter from the SEC if OpCo is unable to acquire sufficient assets or liquidate sufficient investment securities in a timely manner.

As the Rule 3a-2 exception is available to a company

no more than once every three years, and assuming no other exclusion were available to OpCo, OpCo would have to keep within the 40% limit

for at least three years after it ceases being an inadvertent investment company. This may limit OpCo’s ability to make certain

investments or enter into joint ventures that could otherwise have a positive impact on OpCo’s earnings. In any event, OpCo does

not intend to become an investment company engaged in the business of investing and trading securities.

Classification as an investment company under the

Investment Company Act requires registration with the SEC. If an investment company fails to register, it would have to stop doing almost

all business, and its contracts would become voidable. Registration is time consuming and restrictive and would require a restructuring

of OpCo’s operations, and OpCo would be very constrained in the kind of business it could do as a registered investment company.

Further, OpCo would become subject to substantial regulation concerning management, operations, transactions with affiliated persons and

portfolio composition, and would need to file reports under the Investment Company Act regime. The cost of such compliance would result

in OpCo incurring substantial additional expenses, and the failure to register if required would have a materially adverse impact to conduct

OpCo’s operations.

If regulatory changes or interpretations of

OpCo’s activities require its registration as a money services business under the regulations promulgated by The Financial Crimes

Enforcement Network under the authority of the U.S. Bank Secrecy Act, OpCo may be required to register and comply with such regulations.

If regulatory changes or interpretations of OpCo’s activities require the licensing or other registration of OpCo as a money transmitter

(or equivalent designation) under state law in any state in which OpCo operates, OpCo may be required to seek licensure or otherwise register

and comply with such state law. In the event of any such requirement, to the extent OpCo decides to continue, the required registrations,

licensure and regulatory compliance steps may result in extraordinary, non-recurring expenses to OpCo. OpCo may also decide to cease its

operations. Any termination of certain operations in response to the changed regulatory circumstances may be at a time that is disadvantageous

to investors.

To the extent that OpCo’s activities cause it

to be deemed a money service business under the regulations promulgated by the Financial Crimes Enforcement Network of the U.S. Treasury

Department (“FinCEN”) under the authority of the U.S. Bank Secrecy Act, OpCo may be required to comply with FinCEN regulations,

including those that would mandate OpCo to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain

records.

To the extent that OpCo’s activities cause OpCo

to be deemed a money transmitter or equivalent designation under state law in any state in which OpCo operates, OpCo may be required to

seek a license or otherwise register with a state regulator and comply with state regulations that may include the implementation of anti-money

laundering programs, maintenance of certain records and other operational requirements.

Such additional federal or state regulatory obligations

may cause OpCo to incur extraordinary expenses, which could affect OpCo’s business in a material and adverse manner. Furthermore,

OpCo and its service providers may not be capable of complying with certain federal or state regulatory obligations applicable to money

service businesses and money transmitters. If OpCo is deemed to be subject to and determined not to comply with such additional regulatory

and registration requirements, OpCo may act to dissolve and liquidate OpCo. Any such action may adversely affect an investment in Pubco.

OpCo is subject to an extensive, highly evolving

and uncertain regulatory and business landscape and any adverse changes to, or its failure to comply with, any laws and regulations, and

adverse business reactions from counterparties could adversely affect its brand, reputation, business, operating results, and financial

condition.

OpCo’s business is subject to extensive laws,

rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance, as

well as counterparty risk in the markets in which it operates, including regulatory aspects from financial services, federal energy and

other regulators, the SEC, the CFTC, credit, crypto asset custody, exchange, and transfer, cross-border and domestic money and crypto

asset transmission, consumer and commercial lending, usury, foreign currency exchange, privacy, data governance, data protection, cybersecurity,

fraud detection, antitrust and competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist

financing, as well as the same regulatory risks applicable to counterparties, most notably hosting businesses, as well as the recent economic

issues and bankruptcies befalling some in this industry. Many of these legal and regulatory regimes were adopted prior to the advent of

the internet, mobile technologies, crypto assets, and related technologies. As a result, some applicable laws and regulations do not contemplate

or address unique issues associated with the crypto economy, are subject to significant uncertainty, and vary widely across U.S. federal,

state, and local and international jurisdictions. These legal and regulatory regimes, including the laws, rules, and regulations thereunder,

evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict

with one another. Moreover, the complexity and evolving nature of OpCo’s business and the significant uncertainty surrounding the

regulation of the crypto economy requires OpCo to exercise its judgment as to whether certain laws, rules, and regulations apply to us,

and it is possible that governmental bodies and regulators may disagree with OpCo’s conclusions. To the extent OpCo has not complied

with such laws, rules, and regulations, it could be subject to significant fines, revocation of licenses, limitations on its products

and services, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect its business,

operating results, and financial condition.

Additionally, various governmental and regulatory

bodies, including legislative and executive bodies, in the United States and in other countries may adopt new laws and regulations, the

direction and timing of which may be influenced by changes in the governing administrations and major events in the crypto economy. Federal

and state legislatures and regulatory agencies are expected to introduce and enact new laws and regulations to regulate digital asset

intermediaries, such as digital asset exchanges and custodians. The U.S. regulatory regime - namely the Federal Reserve Board, U.S. Congress

and certain U.S. agencies (e.g., the SEC, the CFTC, FinCEN, the Office of the Comptroller of the Currency, the Federal Deposit Insurance

Corporation (“FDIC”), and the Federal Bureau of Investigation) as well as the White House have issued reports and releases

concerning digital assets, including Dogecoin and Litecoin and digital asset markets. In the near future, various governmental and regulatory

bodies, including in the United States, may introduce new policies, laws, and regulations relating to crypto assets and the crypto economy

generally, and crypto asset platforms in particular. However, the extent and content of any forthcoming laws and regulations are not yet

ascertainable with certainty, and it may not be ascertainable in the near future. The failures of risk management and other control functions

at other companies that played a role in these events could accelerate an existing regulatory trend toward stricter oversight of crypto

asset platforms and the crypto economy.

Although OpCo is not directly connected to the recent

cryptocurrency market events, OpCo may still suffer reputational harm due to its association with the cryptocurrency industry in light

of the recent disruption in the crypto asset markets. Due to its business activities, OpCo may be subject to ongoing examinations, oversight,

and reviews and currently are, and expect in the future, to be subject to investigations and inquiries, by U.S. federal and state regulators,

many of which have broad discretion to audit and examine its business. Moreover, new laws, regulations, or interpretations may result

in additional litigation, regulatory investigations, and enforcement or other actions, including preventing or delaying OpCo from offering

certain products or services offered by its competitors or could impact how it offers such products and services. Adverse changes to,

or its failure to comply with, any laws and regulations have had, and may continue to have, an adverse effect on its reputation and brand

and its business, operating results, and financial condition.

There is no one unifying principle governing

the regulatory status of cryptocurrency nor whether cryptocurrency is a security in each context in which it is viewed. Regulatory changes

or actions in one or more countries may alter the nature of an investment in Pubco or restrict the use of digital assets, such as cryptocurrencies,

in a manner that adversely affects Pubco’s business, prospects or operations.

As cryptocurrencies have grown in both popularity

and market size, governments around the world have reacted differently, with certain governments deeming cryptocurrencies illegal, and

others allowing their use and trade without restriction. In some jurisdictions, such as in the U.S., digital assets, like cryptocurrencies,

are subject to extensive, and in some cases overlapping, unclear and evolving regulatory requirements. On March 8, 2022, President Biden

announced an executive order on cryptocurrencies, which seeks to establish a unified federal regulatory regime for cryptocurrencies. Regulatory

and enforcement scrutiny has also increased, including from the DOJ, the SEC, the CFTC, the White House and Congress. OpCo is unable to

predict the nature or extent of new and proposed legislation and regulation.

Dogecoin and Litecoin and other forms of cryptocurrencies

have been the source of much regulatory consternation, resulting in differing definitional outcomes without a single unifying statement.

Dogecoin and Litecoin and other digital assets are viewed differently by different regulatory and standards setting organizations globally

as well as in the United States on the federal and state levels. For example, the Financial Action Task Force (“FATF”) and

the Internal Revenue Service (“IRS”) consider a cryptocurrency as currency or an asset or property. Further, the IRS applies

general tax principles that apply to property transactions to transactions involving virtual currency.

If regulatory changes or interpretations require the

regulation of Dogecoin and Litecoin under the securities laws of the United States or elsewhere, including the Securities Act of 1933,

the Exchange Act and the 1940 Act or similar laws of other jurisdictions and interpretations by the SEC, the CFTC, the IRS, Department

of Treasury or other agencies or authorities, OpCo may be required to register and comply with such regulations, including at a state

or local level. To the extent that OpCo decides to continue operations, the required registrations and regulatory compliance steps may

result in extraordinary expense or burdens to OpCo. OpCo may also decide to cease certain operations and change OpCo’s business

model. Any disruption of OpCo’s operations in response to the changed regulatory circumstances may be at a time that is disadvantageous

to Pubco.

Current and future legislation and SEC-rulemaking

and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which Dogecoin

and Litecoin are viewed or treated for classification and clearing purposes. In particular, Dogecoin and Litecoin may not be excluded

from the definition of “security” by SEC rulemaking or interpretation requiring registration of all transactions unless another

exemption is available, including transacting in Dogecoin and Litecoin or cryptocurrency among owners and require registration of trading

platforms as “exchanges”.

OpCo cannot be certain as to how future regulatory

developments will impact the treatment of Dogecoin and Litecoin under the law. While OpCo received crypto assets other than Dogecoin and

Litecoin from the private placement of stock, OpCo has long since sold these assets and currently does not hold any crypto assets other

than Dogecoin and Litecoin. Additionally, OpCo does not intend to expand its business by acquiring digital assets other than Dogecoin

and Litecoin. Nonetheless, if Dogecoin and Litecoin becomes subject to additional regulatory and registration requirements, and OpCo fails

to comply with these, OpCo may seek to cease certain of its operations or be subjected to fines, penalties and other governmental action.

Such circumstances could have a material adverse effect on Pubco’s ability to continue as a going concern or to pursue its business

model at all, which could have a material adverse effect on its business, prospects or operations and potentially the value of any cryptocurrencies

OpCo plans to hold or expect to acquire for its own account.

Banks and financial institutions may not provide

banking services, or may cut off services, to businesses that engage in Dogecoin and Litecoin-related activities or that accept Dogecoin

and Litecoin as payment, including financial institutions of investors in Pubco’s common stock.

A number of companies that engage in Dogecoin and

Litecoin and/or other cryptocurrency-related activities have been unable to find banks or financial institutions that are willing to provide

them with bank accounts and other services. Similarly, a number of companies and individuals or businesses associated with Dogecoin and

Litecoin may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions

in response to government action, particularly in China, where regulatory response to cryptocurrencies has been to exclude their use for

ordinary consumer transactions within China.

OpCo also may be unable to obtain or maintain these

financial services for OpCo’s business. The difficulty that many businesses that provide Dogecoin and Litecoin and/or derivatives

on other cryptocurrency-related activities have and may continue to have in finding banks and financial institutions willing to provide

them services could decrease their usefulness and harm their public perception in the future and may be decreasing the usefulness of Dogecoin

and Litecoin as a payment system and harming public perception of Dogecoin and Litecoin.

The usefulness of Dogecoin and Litecoin as a payment

system and the public perception of Dogecoin and Litecoin could be damaged if banks or financial institutions were to close the accounts

of businesses engaging in Dogecoin and Litecoin and/or other cryptocurrency-related activities. This could occur as a result of compliance

risk, cost, government regulation or public pressure. The risk applies to securities firms, clearance and settlement firms, national stock

exchanges and commodities derivatives exchanges, the over-the-counter market, and the Depository Trust Company, which, if any of such

entities adopts or implements similar policies, rules or regulations, could negatively affect OpCo’s relationships with financial

institutions and impede OpCo’s ability to convert Dogecoin and Litecoin to fiat currencies. Such factors could have a material adverse

effect on OpCo’s ability to continue as a going concern or to pursue its strategy at all, which could have a material adverse effect

on Pubco’s business, prospects or operations and harm investors.

It may be illegal now, or in the future, to

acquire, own, hold, sell or use Dogecoin or Litecoin, participate in blockchains or utilize similar cryptocurrency assets in one or more

countries, the ruling of which would adversely affect OpCo.

As Dogecoin and Litecoin has grown in both popularity

and market size, governments around the world have reacted differently to cryptocurrencies; certain governments have deemed them illegal,

and others have allowed their use and trade without restriction, while in some jurisdictions, such as in the U.S., subject to extensive,

and in some cases overlapping, unclear and evolving regulatory requirements. Until recently, little or no regulatory attention has been

directed toward Dogecoin and Litecoin and the Dogecoin and Litecoin network by U.S. federal and state governments, foreign governments

and self-regulatory agencies. As Dogecoin and Litecoin has grown in popularity and in market size, the Federal Reserve Board, U.S. Congress

and certain U.S. agencies (e.g., the Commodity Futures Trading Commission, the SEC, FinCEN and the Federal Bureau of Investigation) have

begun to examine the operations of the Dogecoin and Litecoin network, Dogecoin and Litecoin users and the Dogecoin and Litecoin exchange

market.

One or more countries such as China and Russia, which

have taken harsh regulatory action in the past, may take regulatory actions in the future that could severely restrict the right to acquire,

own, hold, sell or use these cryptocurrency assets or to exchange for fiat currency. In many nations, particularly in China and Russia,

it is illegal to accept payment in Dogecoin and Litecoin for consumer transactions and banking institutions are barred from accepting

deposits of Dogecoin and Litecoin. Such restrictions may adversely affect OpCo as the large-scale use of Dogecoin and Litecoin as a means

of exchange is presently confined to certain regions globally. Such circumstances could have a material adverse effect on OpCo’s

ability to continue as a going concern or to pursue OpCo’s strategy at all, which could have a material adverse effect on Pubco’s

business, prospects or operations and potentially the value of any Dogecoin and Litecoin that OpCo mines or otherwise acquires or holds

for its own account, and harm investors.

OpCo’s interactions with a blockchain

may expose OpCo to specially designated nationals or blocked persons or cause OpCo to violate provisions of law that did not contemplate

distributed ledger technology.

The Office of Financial Assets Control of the U.S.

Department of Treasury (“OFAC”) requires OpCo to comply with its sanction program and not conduct business with persons named

on its specially designated nationals list. However, because of the pseudonymous nature of blockchain transactions, OpCo may inadvertently

and without OpCo’s knowledge engage in transactions with persons named on OFAC’s specially designated nationals list. OpCo’s

policy prohibits any transactions with such specially designated national individuals, but OpCo may not be adequately capable of determining

the ultimate identity of the individual with whom OpCo transacts with respect to selling Dogecoin and Litecoin assets. Moreover, federal

law prohibits any U.S. person from knowingly or unknowingly possessing any visual depiction commonly known as child pornography. Recent

media reports have suggested that persons have imbedded such depictions on one or more blockchains. Because OpCo’s business requires

it to download and retain one or more blockchains to effectuate OpCo’s ongoing business, it is possible that such digital ledgers

contain prohibited depictions without OpCo’s knowledge or consent. To the extent government enforcement authorities literally enforce

these and other laws and regulations that are impacted by decentralized distributed ledger technology, OpCo may be subject to investigation,

administrative or court proceedings, and civil or criminal monetary fines and penalties, all of which could harm Pubco’s reputation.

Pubco’s management and compliance personnel

have limited experience handling a listed cryptocurrency mining-related services company.

Pubco’s management and compliance personnel

have limited experience in handling regulatory and compliance matters relating to a listed cryptocurrency mining-related services company.

Pubco’s key compliance documents and compliance programs, such as AML and KYC procedures, also have a recent history only. Pubco

believes that its measures designed to limit its counterparty risks are appropriate. While Pubco has been devoting a substantial amount

of time and resources to various compliance initiatives and risk management measures, including but not limited to, developing a dedicated

internal compliance function, Pubco cannot assure you the practical application and effectiveness of its compliance program and risk management

measures, nor that there will not be a failure in detecting regulatory compliance issues or managing risk exposure, which may adversely

affect its reputation, business, financial condition and results of operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion

and Analysis of Financial Condition and Results of Operations of Coeptis for the years ended December 31, 2025 and 2024, is set forth

in Coeptis’ Annual Report on Form 10-K, filed on March 19, 2026, as amended, under the heading “MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” and is incorporated herein by reference.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations of OpCo for the years ended December 31, 2024 and 2023 are set forth in

Coeptis’ Registration Statement on Form S-4 filed on June 26, 2025, as amended, under the heading: “Z SQUARED MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN STOCKHOLDERS AND

MANAGEMENT

The following table sets forth certain information

regarding our Common Stock beneficially owned immediately following the Merger Transaction for (i) each stockholder who will become the

beneficial owner of more than 5% of our outstanding Common Stock (ii) all named executive officers; (iii) all directors; and (iv) all

directors and executive officers as a group.

Unless otherwise indicated and subject to applicable

community property and similar laws, we believe that all persons named in the table below have sole voting and investment power with respect

to the voting securities beneficially owned by them.

Name of Beneficial Ownership

Number of shares beneficially owned post-transaction

Percentage of shares beneficially owned post-transaction

BSG Series CM (1)(2)

41,521,276

80.73%

David Halabu (3)

1,412,855

2.74%

Michelle Burke (4)

Adam Sohn (5)

Bryan Fuerst (6)

Kenneth Cooper (7)

Brian Cogley (8)

22,500

Executive Officers and Directors as a Group

1,435,355

2.79%

Less than 1.0%.

(1)

BSG Series CM LLC – 211 N Main St. Greenville, SC 29601.

(2)

With respect to BSG Series CM, the natural persons with voting and/or dispositive power are Steven Baldassarra and Joseph Baldassarra. Following the Closing, BSG Series CM LLC will distribute the 41,521,276 shares of Common Stock to its members on a pro rata basis (the “BSG Dividend”). Following the BSG Dividend, no member of BSG Series CM LLC will beneficially own more than 5% of the company’s outstanding Common Stock.

(3)

David Halabu – c/o Z Squared Inc., 550 South Andrews Ave. Ste #700 Fort Lauderdale, FL 33301. Mr. Halabu is the beneficial owner of SMSC Capital Holdings LLC, which holds 1,412,855 shares of Common Stock immediately following the Merger Transaction.

(4)

Michelle Burke – c/o Z Squared Inc., 550 South Andrews Ave. Ste #700 Fort Lauderdale, FL 33301.

(5)

Adam Sohn – c/o Z Squared Inc., 550 South Andrews Ave. Ste #700 Fort Lauderdale, FL 33301.

(6)

Bryan Fuerst – c/o Z Squared Inc., 550 South Andrews Ave. Ste #700 Fort Lauderdale, FL 33301.

(7)

Kenneth Cooper – c/o Z Squared Inc., 550 South Andrews Ave. Ste #700 Fort Lauderdale, FL 33301.

(8)

Brian Cogley, c/o Coeptis Therapeutics, Inc., 105 Bradford Rd. Suite 420, Wexford, PA 15090.

DIRECTORS AND EXECUTIVE OFFICERS

Executive Officers and Directors of Pubco

The following table lists the names, ages and positions

of the individuals who are expected to serve as executive officers and directors of Pubco upon completion of the Merger:

Name

Age

Position

Directors:

Adam Sohn

Director

Bryan Fuerst

Director

Kenneth Cooper

Director

Executive Officers:

David Halabu

Chief Executive Officer and Director

Michelle Burke

Chief Operating Officer and Director

Brian Cogley

Chief Financial Officer

Executive Officers

David Halabu, age 49, has served as Chief Executive

Officer of OpCo since June 2024. Mr. Halabu started his career as a trader at Broadway Training in New York City then moved on to head

the trading desk for Assent LLC in South Florida from 2001 to 2011. In 2013, he co-founded Group 10 Capital Management LLC to invest in

non-performing real estate debt, and it has since evolved to have separate divisions for private lending, commercial value-add and residential

rentals. He has been an avid real estate entrepreneur as well as an investor in many alternatives such as real estate, distressed debt

and operating businesses. In the last five years, Mr Halabu has owned and operated a Remediation and Construction company in South Florida,

as well as been an active investor in a number of residential and commercial real estate projects in Florida, Michigan, and the Carolinas.

He began working with Broadstreet Inc, in late 2021 and has taken an active role on both capital markets and business strategy. Additionally,

he is a member of Entrepreneurs Organization and Chartered Alternative Investment Analysts (CAIA). Mr. Halabu graduated as a Deans Honors

Scholar from Tulane University (La.) with a BS in Economics and minor in Mathematics.

Michelle Burke, age 40, has served as Chief

Operating Officer of OpCo since June 2024. Ms. Burke has also served as the Chief Executive Officer of Minting Dome since July 2024. Ms.

Burke initially joined Minting Dome as the Chief Operating Officer in October 2022, playing an integral role in developing the company

from inception to its current prominence. She established foundational infrastructure, developed extensive training programs, and innovated

remote operational management systems leveraging Asana. During this period, she oversaw the deployment and management of 50MW of Altcoin

mining equipment and significantly expanded the company’s operational capacity through integration with 11 third-party hosting facilities.

Her effective leadership and strategic foresight, including the successful launch of the comprehensive MD Playbook, resulted in her promotion

to Chief Executive Officer. Between May 2021 and July 2022, Ms. Burke served as Chief Operating Officer of Wattum Management, where she

led significant operational and strategic expansions. Prior to that, from June 2017 to May 2021, Ms. Burke founded and operated Lab Testing

API, a pioneering health technology platform connecting over 4,000 testing locations and medical professionals nationwide. From November

2011 to August 2017, she served as Chief Operating Officer at Personalabs, successfully streamlining operations through SOP implementation,

managing digital transformations, and tripling annual revenues. Ms. Burke holds a bachelor’s degree in E-Business Management from

Newport University.

Brian Cogley,

age 39, has over 17 years of accounting and finance experience, having previously held positions of increasing authority at two “Big

4” accounting firms and served on the management teams of multiple companies in diverse industries. An accountant by training, Mr.

Cogley arrives at Pubco with a career in corporate finance and accounting during which he advised and led the financial operations for

companies spanning multiple industries including life sciences, pharmaceuticals, financial services, and manufacturing. Mr. Cogley served

as the Chief Financial Officer of Coeptis Therapeutics Holdings, Inc. since May 2023, and will continue on in such capacity with Pubco. At

Coeptis, Mr. Cogley led the company’s financial strategy, capital markets initiatives, and public company reporting. Mr. Cogley

played a critical role in guiding the company through strategic transactions, financial planning and analysis, and the execution of financing

activities to support its clinical and operational goals. He oversees all aspects of the company’s financial operations, including

budgeting, treasury, audit, and internal controls, while supporting cross-functional growth initiatives. From February 2022 until

May 2023, Mr. Cogley was a Senior Manager, Accounting Advisory at CFGI, LLC where he served pharmaceutical and financial services clients

in technical accounting implementations and execution, interim Controller roles, interim SEC Reporting Manager roles, segment reporting

and carve-out engagements. From 2017-2022 Mr. Cogley held the position of Vice President of Finance & Accounting at NexTier Bank where

he was a member of the company’s senior management team and led its accounting and finance operations, including the general ledger,

financial planning and analysis, internal and external financial reporting, and human resources. From 2015-2017 Mr. Cogley held the position

of Global Cash Manager for Calgon Carbon Corporation, where he was responsible for all daily cash decisions across the global enterprise.

From 2012-2015 Mr. Cogley was a Financial Analyst at TriState Capital Bank where he was responsible for building its Sarbanes-Oxley control

environment, SEC/regulatory reporting and new system implementation, while also working on various process improvement projects. Mr. Cogley

began his career at KPMG, LLP, providing audit and assurance services to a variety of clients in the financial services industry. Mr.

Cogley earned a B.A. with a concentration in accounting and a Master of Business Administration with a concentration in finance from Duquesne

University.

Election of Officers

Pubco’s executive officers will be appointed

by, and serve at the discretion of, Pubco’s board of directors. There are no family relationships among any of Pubco’s proposed

directors or executive officers.

Board of Directors of Pubco Following the Merger

Upon completion of the proposed transaction, Pubco’s

Board of Directors will consist of five members, structured to ensure effective oversight, strategic guidance, and strong corporate governance.

Three of the five directors will be independent. The directors of Pubco will include: Bryan Fuerst, Adam Sohn, David Halabu, Kenneth Cooper

and Michelle Burke.

Bryan Fuerst, age 52, is a highly accomplished

financial executive with over 25 years of experience across multiple industries, including healthcare and financial services. Mr. Fuerst

currently serves as the Chief Financial Officer of Alliance Health Systems. In this role, he oversees all financial functions of the organization,

including accounting, audit, treasury, corporate finance, budgeting, and investor relations. He is a vital member of the Executive Committee,

where he contributes to the development and execution of strategies that advance Alliance’s mission to expand its reach and provide

exceptional healthcare to more patients nationwide. Prior to joining Alliance in September 2024, Mr. Fuerst spent more than two decades

at Propel Health, where he was a founding member and served as the company’s CFO. During his tenure from July 2001 to August 2024,

Bryan was instrumental in transforming Propel from a private equity-backed startup into one of the largest privately held healthcare marketing

firms in the United States. Mr. Fuerst held multiple strategic roles at Propel Health, including Vice President of Integrations, Senior

Vice President of Finance, and Chair of the Investment and Audit Committees. His responsibilities spanned accounting, finance, human resources,

and legal functions. He also played a pivotal role in identifying acquisition targets, securing funding for deals, and ensuring seamless

post-merger integrations. Prior to that, Mr. Fuerst began his career at Cantor Fitzgerald, where he bridged finance and technology to

develop innovative reporting tools and metrics. His ability to integrate accounting expertise with data-driven insights earned him progressively

senior roles, including Vice President of the Partnership Investing Group, where he facilitated funding for new partners, and Global Controller,

managing domestic and international finance and regulatory audits. Mr. Fuerst holds a Bachelor of Science in Accounting from LIU Post

and an MBA from New York University’s Stern School of Business. He has been recognized as a “Top CFO” in New Jersey

and is an active member of several industry and finance groups across the country.

Adam Sohn, age 57, is the current Chief Executive

Officer of Narravance Inc., where he has served since September 2022 a leader in cyber-social threat identification technology; supporting

both the threat intelligence and financial service sectors. Prior to taking this position, he formerly served as Chief Executive Officer

of NCRI the Network Contagion Research Institute where he served from February 2020, as a non-profit the NCRI identifies and forecasts

emerging threats that threaten the economic, physical and social health of civil society. He also served as the Chief Growth officer of

the Society for Human Resource Management, the world’s largest human resource association, where he served from April 2019 through

February, 2020. Mr. Sohn also served as the Director of Communications for former Florida governor Jeb Bush’s cabinet. As Director

of Communications, Mr. Sohn held a unique role that extends beyond traditional responsibilities. In addition to overseeing communications,

Mr. Sohn lead partnerships within the state of Florida, working closely with the private sector. Mr. Sohn successfully negotiated deals

with major companies such as Lowe’s, Home Depot, Publix, Winn-Dixie, and MasterCard. Furthermore, Mr. Sohn established partnerships

with all the major sports teams across the state, using these alliances to encourage Floridians to prepare for hurricane season. Mr. Sohn

holds a bachelor’s degree in international affairs from Columbia University. Mr. Sohn is well qualified to serve as a director due

to his experience in emerging social and technological trends.

David Halabu, age 49, has served

as Chief Executive Officer of OpCo since June 2024. Mr Halabu started his career as a trader at Broadway Training in New York City then

moved on to head the trading desk for Assent LLC in South Florida from 2001 to 2011. In 2013, he co-founded Group 10 Capital Management

LLC to invest in non-performing real estate debt, and it has since evolved to have separate divisions for private lending, commercial

value-add and residential rentals. He has been an avid real estate entrepreneur as well as an investor in many alternatives such as real

estate, distressed debt and operating businesses. In the last five years, Mr Halabu has owned and operated a Remediation and Construction

company in South Florida, as well as been an active investor in a number of residential and commercial real estate projects in Florida,

Michigan, and the Carolinas. He began working with Broadstreet Inc, in late 2021 and has taken an active role on both capital markets

and business strategy. Additionally, he is a member of Entrepreneurs Organization and Chartered Alternative Investment Analysts (CAIA).

Mr. Halabu graduated as a Deans Honors Scholar from Tulane University (La.) with a BS in Economics and minor in Mathematics.

Michelle Burke, age 40, has served as the Chief

Executive Officer of Minting Dome since July 2024. Ms. Burke initially joined Minting Dome as the Chief Operating Officer in October 2022,

playing an integral role in developing the company from inception to its current prominence. She established foundational infrastructure,

developed extensive training programs, and innovated remote operational management systems leveraging Asana. During this period, she oversaw

the deployment and management of 50MW of Altcoin mining equipment and significantly expanded the company’s operational capacity

through integration with 11 third-party hosting facilities. Her effective leadership and strategic foresight, including the successful

launch of the comprehensive MD Playbook, resulted in her promotion to Chief Executive Officer. Between May 2021 and July 2022, Ms. Burke

served as Chief Operating Officer of Wattum Management, where she led significant operational and strategic expansions. Prior to that,

from June 2017 to May 2021, Ms. Burke founded and operated Lab Testing API, a pioneering health technology platform connecting over 4,000

testing locations and medical professionals nationwide. Concurrently, she served as Chief Operating Officer at Personalabs, successfully

streamlining operations through SOP implementation, managing digital transformations, and tripling annual revenues. Ms. Burke holds a

bachelor’s degree in E-Business Management from Newport University.

Kenneth Cooper, age 53, is a highly accomplished

CEO and financial executive with over 25 years of experience across multiple industries, including healthcare and financial services.

He has been recognized as a Forbes “Top 20 CEO”. Mr. Cooper currently serves as the Founder and Chief Executive Officer of

Pur Health Holdings. In this role, he oversees all Executive and financial functions of the organization including Board and investor

relations. Mr Cooper oversees the development and execution of strategies that advance The Pur health mission to create access to care

through expansion of the physical network and the tele health platform while providing industry leading behavioral healthcare to patients.

Prior to founding Pur Health in January 2023, Mr. Cooper spent 15 years at North American dental group (NADG) where he was a founding

member and served as the company’s CEO. During his tenure from October 2007 to Sept August 2021, Kenneth was visionary that created

NADG and led the organization from a startup into one of the largest upper middle markets privately held private equity backed DSO’s

in the United States. Mr. Cooper attended Youngstown State University.

Director Independence

Nasdaq’s listing standards require that Pubco’s

board of directors consist of a majority of independent directors, as determined under the applicable rules and regulations of Nasdaq.

Three of the five directors (all but David Halabu and Michelle Burke) of Pubco are expected to qualify as independent directors following

the completion of the Merger.

Committees of the Board of Directors

Coeptis’ Board had the following standing committees:

Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Each of the standing committees is composed

solely of independent directors. Following the completion of the Merger, Pubco will continue to have the following standing committees:

Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

Audit Committee

Coeptis’ audit committee’s duties, included,

but were not limited to: (i) reviewing and discussing with management and the independent auditor the annual audited financial statements,

and recommending to the board whether the audited financial statements should be included in our annual reports; (ii) discussing with

management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of

our financial statements; (iii) discussing with management major risk assessment and risk management policies; (iv) monitoring the independence

of the independent auditor; (v) verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the

audit and the audit partner responsible for reviewing the audit as required by law; (vi) reviewing and approving all related-party transactions;

(vii) inquiring and discussing with management our compliance with applicable laws and regulations; (viii) pre-approving all audit services

and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

(ix) appointing or replacing the independent auditor; (x) determining the compensation and oversight of the work of the independent auditor

(including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of

preparing or issuing an audit report or related work; (xi) establishing procedures for the receipt, retention and treatment of complaints

received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements

or accounting policies; and (xii) approving reimbursement of expenses incurred by our management team in identifying potential target

businesses.

The audit committee of Pubco is expected to retain

these duties and responsibilities following the completion of the Merger.

In connection with the closing of the Merger, Pubco’s

board of directors is expected to select members of the audit committee. To qualify as independent to serve on Pubco’s audit committee,

listing standards of Nasdaq and the applicable SEC rules require that a director not accept any consulting, advisory or other compensatory

fee from Pubco, other than for service as a director, or be an affiliated person of Pubco. Coeptis and Pubco believe that, following the

completion of the Merger, the composition of the audit committee will comply with the applicable requirements of the rules and regulations

of Nasdaq and the SEC.

Compensation Committee

Coeptis’ compensation committee had the overall

responsibility for determining and approving the compensation of the Company’s Chief Executive Officer and reviewing and approving

the annual base salaries and annual incentive opportunities of the Company’s executive officers. The company may utilize the services

of independent consultants to perform analyses and to make recommendations relative to executive compensation matters. These analyses

and recommendations are to be conveyed to the Compensation Committee, and the Compensation Committee takes such information into consideration

in making its compensation decisions.

The compensation committee of Pubco is expected to

retain these duties and responsibilities following completion of the Merger.

In connection with the closing of the Merger, Pubco’s

board of directors is expected to select members of the compensation committee. Each member of Pubco’s compensation committee is

expected to be a “non-employee” director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act

and independent within the meaning of the independent director guidelines of Nasdaq. Coeptis and Pubco believe that, following the completion

of the Merger, the composition of the compensation committee will comply with the applicable requirements of the rules and regulations

of Nasdaq.

Nominating and Corporate Governance Committee

The functions of Coeptis’ nominating and corporate

governance committee included (i) identifying, evaluating and selecting, or recommending that Board approve, nominees for election to

Board; (ii) evaluating, on an annual basis, the performance of Board and of individual directors; (iii) establishing subcommittees for

the purpose of evaluating special or unique matters; (iv) evaluating the adequacy of corporate governance practices and reporting; (v)

reviewing management succession plans; and (vi) developing and making recommendations to Board regarding corporate governance guidelines

and matters.

The nominating and corporate governance committee

of Pubco is expected to retain these duties and responsibilities following completion of the Merger.

In connection with the closing of the Merger, Pubco’s

board of directors is expected to select members of the nominating and corporate governance committee. Coeptis and Pubco believe that,

after the completion of the Merger, the composition of the nominating and corporate governance committee will meet the requirements for

independence under, and the functioning of such nominating and corporate governance committee will comply with, any applicable requirements

of the rules and regulations of Nasdaq.

Compensation Committee Interlocks and Insider Participation

In connection with the closing of the Merger, Pubco’s

board of directors is expected to select members of the compensation committee. Each member of the compensation committee is expected

to be a “non-employee” director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act and independent

within the meaning of the independent director guidelines of Nasdaq. None of the proposed Pubco executive officers serves as a member

of the board of directors or compensation committee of any entity that has one or more executive officers who is proposed to serve on

Pubco’s board of directors or compensation committee following the completion of the Merger.

Non-Employee Director Compensation

Non-employee directors will receive an annual retainer

fee and equity compensation in the form of a stock option grant.

EXECUTIVE COMPENSATION

The table below sets forth the compensation earned

by our executive officers for the years ended December 31, 2025 and 2024.

Summary Compensation Table

The following table sets forth

information regarding each element of compensation that we paid or awarded to our named executive officers and for the years ended December

31, 2025 and 2024.

Summary Compensation Table

Name

and Principal Position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive

Plan

Compensation ($)

Non-qualified

Deferred

Compensation

Earnings

($)

All

Other

Compensation

($)

Total

($)

David Halabu

2025

–

Chief Executive Officer

2024

–

Michelle Burke

2025

–

Chief Operating Officer

2024

–

Brian Cogley

2025

215,385

95,000

–

310,385

Chief Financial Officer

2024

200,000

–

200,000

David Mehalick (1)

2025

360,000

237,000

–

597,000

Former Chairman, CEO and President

2024

360,000

–

360,000

Daniel Yerace (2)

2025

360,000

92,000

–

452,000

Former Vice President of Operations

2024

360,000

–

360,000

Colleen Delaney (3)

2025

96,385

–

96,385

Chief Scientific and Medical Officer

2024

360,000

–

360,000

Christine Sheehy (4)

2025

75,000

–

75,000

Former Chief Financial Officer

2024

83,769

–

83,769

(1) Mr. Mehalick resigned

as Chairman, CEO and President on April 24, 2026 in connection with the Closing of the Merger.

(2) Mr. Yerace resigned

as Vice President of Operations on April 24, 2026 in connection with the Closing of the Merger.

(3) Ms. Sheehy stepped

down as Chief Financial Officer in 2023 and remains with the company as Vice President of Compliance and Secretary.

(4) Ms. Delaney stepped

down as Chief Medical and Scientific Officer in March 2025 and continues with Coeptis on a consulting basis to provide transition services

for up to six months.

Potential Payments upon Termination or Change in Control

We are not aware of any arrangements

or a party to arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result

in a change of control.

Outstanding Equity Awards at 2025 Fiscal Year-End

The company had unexercised options

(including stock options that have not vested) to purchase an aggregate of 437,000 shares of Common Stock outstanding for executive officers,

directors, and consultants as of December 31, 2025. The company had unexercised options to purchase an aggregate of 279,625 shares of

Common Stock outstanding for executive officers, directors, and consultants as of December 31, 2024.

Pension Benefits

None

of our employees participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us. Our Compensation

Committee may elect to adopt qualified or non-qualified benefit plans in the future if it determines that doing so is in our company’s

best interest.

Non-qualified Deferred

Compensation

None of our employees participate in or have account balances in non-qualified defined contribution plans or other

non-qualified deferred compensation plans maintained by us. Our Compensation Committee may elect to provide our officers and other employees

with non-qualified defined contribution or other non-qualified compensation benefits in the future if it determines that doing so is

in our company’s best interest.

Director Compensation

Non-employee directors were each

paid a total of $20,000 and $20,000 for service as a director during 2025 and 2024, respectively.

Compensation Committee Interlocks and Insider Participation

None of the company’s officers

currently serves, and in the past year has not served, (i) as a member of the compensation committee or the board of directors of another

entity, one of whose officers served on the company’s compensation committee, or (ii) as a member of the compensation committee

of another entity, one of whose officers served on the company Board.

Post-Closing of the Merger Executive Compensation

Following the closing of the Merger on April 24, 2026,

the board of directors of Pubco will develop an executive compensation program that is designed to align compensation with Pubco’s

business objectives and the creation of stockholder value, while enabling Pubco to attract, retain, incentivize and reward individuals

who contribute to the long-term success of Pubco. Decisions regarding the executive compensation program will be made by the compensation

committee of the board of directors of Pubco. This section describes the plans and arrangements the board of directors of Pubco will maintain

following the closing of the Merger, for the benefit of employees, including the named executive officers.

The company will implement the following executive

compensation arrangements, effective as of the Effective Date. David Halabu shall receive an annual base salary of $300,000, payable in

accordance with the company’s customary payroll practices and applicable wage laws. The Compensation Committee of the Board (the

“Compensation Committee”) shall periodically review and may adjust this base salary, provided it does not fall below the stated

minimum. In addition to base salary, David Halabu will be eligible for an annual equity bonus in the form of restricted stock units (“RSUs”)

with a grant date fair market value equal to four times the then-current base salary (i.e., $1,200,000 as of the Effective Date), vesting

in equal quarterly installments over one year, subject to continued employment. David Halabu shall also be eligible to receive a performance-based

annual RSU award, also equal to four times base salary (i.e., $1,200,000 as of the Effective Date), contingent upon the company achieving

at least 95% operational uptime for the fiscal year. If achieved, such RSUs will vest in full on the one-year anniversary of the applicable

fiscal year end, subject to continued employment. In addition, David Halabu shall be granted stock appreciation options to purchase 500,000

shares of common stock at the fair market value on the Effective Date. These options will vest in full upon the company’s stock

price appreciating by 50% above the grant-date value, and remain exercisable for ten years, subject to earlier termination under the company’s

equity incentive plan. The Compensation Committee may also, in its sole discretion, grant David Halabu additional equity awards from time

to time.

Michelle Burke shall receive an annual base salary

of $250,000, subject to periodic review and potential adjustment (but not below the initial amount) by the Compensation Committee. In

addition, Michelle Burke will be eligible for an annual RSU bonus equal to four times the then-current base salary (i.e., $1,000,000 as

of the Effective Date), vesting quarterly over one year, subject to continued employment. Michelle Burke shall also be eligible for a

performance-based RSU award equal to four times base salary (i.e., $1,000,000 as of the Effective Date), subject to the company’s

installed and non-defective mining equipment maintaining an operational uptime average of at least ninety percent (90%) (i.e., online

and actively hashing with 10% or less downtime) during the applicable fiscal year, with full vesting on the one-year anniversary of such

fiscal year end if the condition is met and the Executive remains employed through the vesting date. The Compensation Committee may, at

its discretion, grant additional equity awards to Michelle Burke under the company’s equity incentive plans.

Mr. Cogley’s annual base salary shall be $200,000,

subject to periodic review and potential adjustment (but not below the initial amount) by the Compensation Committee. In addition, Mr.

Cogley will be eligible for an annual equity bonus in the form of RSUs with a grant date fair market value equal to one times the then-current

base salary (i.e., $180,000 as of the Effective Date), vesting in equal quarterly installments over one year, subject to continued employment.

Mr. Cogley shall also be granted stock appreciation options to purchase 100,000 shares of common stock at the fair market value on the

Effective Date. These options will vest in full upon the company’s stock price appreciating by 50% above the grant-date value, and

remain exercisable for ten years, subject to earlier termination under the company’s equity incentive plan.

All RSU and option awards described herein shall be

subject to the terms and conditions of the company’s equity incentive plan and applicable award agreements, which shall control

in the event of any inconsistency.

Compensation of Directors

The company will implement the following compensation

program for its non-employee directors. Each independent director shall receive a cash retainer of $6,000 per quarter, payable in accordance

with the company’s standard director compensation practices. The Chairperson of the Audit Committee shall receive a higher quarterly

cash retainer of $8,500 in recognition of the additional responsibilities associated with that role. In addition to cash compensation,

each independent director shall be granted an initial award of RSUs with a grant date fair market value of $150,000. Thereafter, each

independent director shall receive an annual grant of RSUs with a grant date fair market value of $36,000, and the Chairperson of the

Audit Committee shall receive an annual grant of RSUs with a grant date fair market value of $50,000. These RSUs shall vest in full on

the one-year anniversary of the grant date, subject to the director’s continued service on the Board through the applicable vesting

date. All RSU awards shall be subject to the terms and conditions of the company’s equity incentive plan and the applicable award

agreements, which shall govern in all respects.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In addition to the compensation

arrangements, including employment, termination-of-employment and change-in-control arrangements with the directors and executive officers

of Pubco, the following is a description of each transaction since November 1, 2022, and each currently proposed transaction, in which

Pubco, any of its subsidiaries, including OpCo, and Coeptis, was or is to be a participant, in which:

the amounts involved exceeded or will exceed the lesser of $120,000 and

1% of the average total assets at year-end for the last two completed fiscal years, as applicable; and

any directors, executive officers or holders of more than 5% of Pubco’s

capital stock, or an affiliate or immediate family member of the foregoing persons, had or will have a direct or indirect material interest.

Coeptis Transactions

As of the date of this Current

Report on Form 8-K, there are no material arrangements, agreements and transactions since November 1, 2022, or any currently proposed

transactions, in which Coeptis was or is to be a participant and in which any person designated by Pubco to serve as an executive officer

or director of Pubco had or will have a direct or indirect material interest.

Indemnification

Pubco’s bylaws provide

that it will indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to certain exceptions contained

in our bylaws. In addition, its certificate of incorporation provides that our directors will not be liable for monetary damages for breach

of fiduciary duties.

Further, OpCo has entered

into indemnification agreements with each of our directors and executive officers. The indemnification agreements provide, among other

things, that we will indemnify and hold harmless each person subject to an indemnification agreement (each, an “Indemnified Party”)

to the fullest extent permitted by applicable law from and against all losses, expenses, damages, liabilities, judgments, penalties, fines,

and other matters that may result or arise in connection with such Indemnified Party serving in his or her capacity as a director or officer

of Pubco. The indemnification agreements further provide that, upon an Indemnified Party’s request, Coeptis will advance expenses

to the Indemnified Party. Pursuant to the indemnification agreements, an Indemnified Party is presumed to be entitled to indemnification

unless proven otherwise. In addition, the company maintains in effect policies of directors’ and officers’ liability insurance.

Insofar as indemnification for liabilities arising

under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or

otherwise, Coeptis has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public

policy as expressed in the Securities Act and is, therefore, unenforceable.

OpCo Transactions

OpCo is party to a Master

Services Agreement (“MSA”) with Minting Dome, dated July 26, 2025, pursuant to which Minting Dome will provide technical and

operational support for the issuance, management, and lifecycle services of digital assets and tokens related to OpCo’s mining of

Dogecoin and Litecoin. Michelle Burke serves as both the Chief Operating Officer and a member of the board of directors of Pubco, and

the Chief Executive Officer and board member of Minting Dome. Although Ms. Burke does not hold any equity interest in Minting Dome, her

service in executive and director roles for both entities constitutes a related person interest under Item 404 of Regulation S-K.

Payments to Minting Dome under

the MSA are expected to vary based on the scope and scale of OpCo’s operations; however, such payments are expected to represent

a material operating expense to OpCo. The Company believes that the terms of the MSA were negotiated on an arm’s-length basis.

DESCRIPTION OF CAPITAL STOCK

The following description summarizes

the most important terms of our capital stock. Because it is only a summary of the provisions of our certificate of incorporation, as

amended (the “Certificate of Incorporation”), and bylaws, as amended (the “Bylaws”), it does not contain all of

the information that may be important to you. For a complete description of the matters set forth in this “Description of Capital

Stock,” you should refer to our Certificate of Incorporation and Bylaws, each of which are included as exhibits to this Current

Report on Form 8-K, and to the applicable provisions of Delaware law.

As discussed elsewhere in this

Current Report on Form 8-K, at the company’s annual stockholders’ meeting on December 18, 2024, the company’s stockholders

approved a proposal to grant authority to our board of directors to amend our certificate of incorporation to combine outstanding shares

of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range

of one-for-three (1-for-3) to a maximum of a one-for-forty (1-for-40) split, with the exact ratio to be determined by our board of directors

in its sole discretion. On December 26, 2024, the company filed with the Secretary of State of the State of Delaware a certificate of

amendment of the company’s amended and restated certificate of incorporation effecting a reverse stock split at a ratio of one-for-twenty

(1-for-20) (the “Reverse Stock Split”), which Reverse Stock Split became effective at 5 pm on December 30, 2024. The primary

purpose of the Reverse Stock Split was to assist with the company’s compliance with the Minimum Bid Price Requirement, pursuant

to Nasdaq Listing Rule 5810(c)(3)(A).

Authorized and Outstanding Stock

The company’s authorized

capital stock, including after giving effect to the Reverse Stock Split, consists of:

150,000,000 shares of common stock, par value $0.0001 per share; and

10,000,000 shares of preferred stock, par value $0.0001 per share.

Common Stock

Voting. The holders of

common stock will be entitled to one vote for each share held of record on all matters on which the holders are entitled to vote (or consent

pursuant to written consent). Directors will be elected by a plurality of the votes present in person or represented by proxy and entitled

to vote.

Dividends. The holders

of common stock will be entitled to receive, ratably, dividends only if, when and as declared by the company Board out of funds legally

available therefor and after provision is made for each class of capital stock having preference over the Common Stock.

Liquidation Rights. In

the event of the company’s liquidation, dissolution or winding-up, the holders of common stock will be entitled to share, ratably,

in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital

stock having preference over the common stock.

Conversion Right. The holders

of common stock will have no conversion rights.

Preemptive and Similar Rights.

The holders of common stock will have no preemptive or similar rights.

Redemption/Put Rights. There

will be no redemption or sinking fund provisions applicable to the Common Stock. All of the outstanding shares of common stock are fully-paid

and nonassessable.

Options/Stock Awards. There

were stock options outstanding at December 31, 2025 to purchase an aggregate of 339,500 shares of our common stock granted under the 2022

Equity Incentive Plan to various officers, directors, employees and consultants, at an average exercise price of $13.99 per share.

Preferred Stock

The company Board has the authority

to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series

and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights,

voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the

designation of any series to the fullest extent permitted by the DGCL.

On June 2024, the company created

the company’s series A preferred stock (the “Series A Preferred Stock”). The key terms of the Series A Preferred Stock

are as follows:

Conversion. Each share

of Series A Preferred Stock is convertible at the option of the holder, subject to the beneficial ownership and, if applicable, the primary

market limitations described below, into such number of shares of the company’s common stock as is equal to the number of shares

of Series A Preferred Stock to be converted, multiplied by the stated value of $1,000 (the “Stated Value”), divided by the

then conversion price. The initial conversion price was $0.40 per share of common stock, which is now $8.00 per share of common stock

as a result of the Reverse Stock Split), and is subject to adjustment in the event of stock splits, stock dividends, and similar transactions.

In addition, the Series A Preferred Stock will automatically convert into shares of the company’s common stock, subject to the beneficial

ownership and, if applicable, the primary market limitations described below upon the consummation of a fundraising transaction in which

the company raises gross proceeds of at least $20 million.

Rank. The Series A Preferred

Stock will be senior to the company’s common stock and any other class of the company’s capital stock that is not by its terms

senior to or pari passu with the Series A Preferred Stock.

Dividends. The holders

of Series A Preferred Stock will be entitled to dividends equal, on an as-if-converted to shares of the company’s common stock basis

(in each case after applying the beneficial ownership and, if applicable, the primary market limitations described below), to and in the

same form as dividends actually paid on shares of the company’s common stock when, as, and if such dividends are paid on shares

of the company’s common stock.

Liquidation. In the event

of any voluntary or involuntary liquidation, dissolution or winding up of the company, the holders of shares of Series A Preferred Stock

then outstanding will be entitled to be paid out of the assets of the company available for distribution to its stockholders, before any

payment shall be made to the holders of the company’s common stock by reason of their ownership thereof, an amount per share equal

to the greater of (i) the Stated Value, plus any dividends accrued but unpaid thereon, or (ii) such amount per share as would have been

payable had all shares of Series A Preferred Stock been converted (in each case after applying the beneficial ownership and, if applicable,

the primary market limitations described below) into the company’s common stock immediately prior to such event.

Voting. On any matter to

be acted upon or considered by the stockholders of the company, each holder of Series A Preferred Stock shall be entitled to vote on an

“as converted” basis (after applying the beneficial ownership and primary market limitations described below).

Beneficial Ownership Limitation.

The company will not affect any conversion of the Series A Preferred Stock, and a holder will not have the right to receive dividends

or convert any portion of its Series A Preferred Stock, to the extent that prior to the conversion such holder (together with such holder’s

affiliates, and any persons acting as a group together with such holder or any of the holder’s affiliates) beneficially owns less

than 20% of the company’s outstanding common stock and, after giving effect to the receipt of dividends or the conversion, the holder

(together with such holder’s affiliates, and any persons acting as a group together with such holder or any of the holder’s

affiliates) would beneficially own 20% or more of the company’s outstanding common stock.

Exchange Limitation. Unless

the approval of the company’s stockholders is not required by the applicable rules of Nasdaq for issuances of the company’s

common stock in excess of 19.99% of the outstanding common stock as of June 14, 2024 (the “Market Limit”), or unless the company

has obtained such approval, the company shall not affect any conversion of the Series A Preferred Stock, including, without limitation,

any automatic conversion, and a holder shall not have the right to receive dividends on or convert any portion of the Series A Preferred

Stock, to the extent that, after giving effect to the receipt of the company’s common stock in connection with such dividends or

conversion, the holder would have received in excess of its pro rata share of the Market Limit.

In connection with the sale of

the Series A Preferred Stock, the company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred

Stock with the Secretary of State of the State of Delaware.

Warrants

The company has warrants outstanding

to purchase (i) 570,105 shares of our common stock at an average exercise price of approximately $31.71 per share which were assumed from

Coeptis Therapeutics, Inc. as part of the Merger, and (ii) 375,000 shares of our common stock at an exercise price of $230 per share,

which were issued prior to the Merger.

Anti-Takeover Effects of the Certificate of Incorporation,

the Bylaws and Certain Provisions of Delaware Law

The Amended and Restated Certificate

of Incorporation, the Bylaws and the DGCL contain provisions, which are summarized in the following paragraphs, are intended to enhance

the likelihood of continuity and stability in the composition of the company Board and to discourage certain types of transactions that

may involve an actual or threatened acquisition of the company. These provisions are intended to avoid costly takeover battles, reduce

the company’s vulnerability to a hostile change of control or other unsolicited acquisition proposal, and enhance the ability of

the company Board to maximize stockholder value in connection with any unsolicited offer to acquire the company. However, these provisions

may have the effect of delaying, deterring or preventing a merger or acquisition of the company by means of a tender offer, a proxy contest

or other takeover attempt that a stockholder might consider in its best interest, including attempts that might result in a premium over

the prevailing market price for the shares of Common Stock. The Amended and Restated Certificate of Incorporation provides that any action

required or permitted to be taken by the company’s stockholders must be effected at a duly called annual meeting of such stockholders

and may not be effected by any consent in writing by such holders unless such action is recommended by all directors of the company Board

then in office, except that holders of one or more series of Preferred Stock, if such series are expressly permitted to do so by the certificate

of designation relating to such series, may take any action by written consent if such action permitted to be taken by such holders and

the written consent is signed by the holders of outstanding shares of the relevant class or series having not less than the minimum number

of votes that would be necessary to authorize or take such action at a meeting.

Authorized but Unissued Capital Stock

Delaware law does not require

stockholder approval for any issuance of authorized shares. However, the listing requirements of Nasdaq, which would apply if and so long

as the Common Stock remains listed on Nasdaq, require stockholder approval of certain issuances equal to or exceeding 20% of the then

outstanding voting power or then outstanding number of shares of Common Stock. Additional shares that may be issued in the future may

be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

One of the effects of the existence

of unissued and unreserved Common Stock may be to enable the company Board to issue shares to persons friendly to current management,

which issuance could render more difficult or discourage an attempt to obtain control of the company by means of a merger, tender offer,

proxy contest or otherwise and thereby protect the continuity of management and possibly deprive stockholders of opportunities to sell

their shares of Common Stock at prices higher than prevailing market prices.

Election of Directors and Vacancies

The Amended and Restated Certificate

of Incorporation provides that the company Board will determine the number of directors who will serve on the board, subject to the rights

of the holders of any series of preferred stock to elect additional directors. The exact number of directors will be fixed solely and

exclusively by resolution duly adopted from time to time by the company Board.

In addition, the Amended and Restated

Certificate of Incorporation provides that any vacancy on the company Board, including a vacancy that results from an increase in the

number of directors or a vacancy that results from the death, resignation, disqualification or removal of a director, may be filled only

by a majority of the directors then in office, even if less than a quorum, subject to the rights, if any, of the holders of preferred

stock.

Notwithstanding the foregoing

provisions of this section, each director will serve until his successor is duly elected and qualified or until his earlier death, resignation

or removal. No decrease in the number of directors constituting the company Board will shorten the term of any incumbent director.

Business Combinations

The company is subject to the

provisions of Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business

combination” with an “interested stockholder” for a period of three years after the date of the transaction in which

the person became an interested stockholder, unless the business combination is approved in the following prescribed manner:

prior to the time of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; and

on or subsequent to the time of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66⅔% of the outstanding voting stock which is not owned by the interested stockholder.

Generally, for purposes of Section

203, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit

to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns

or, within three years prior to the determination of interested stockholder status, owned 15% or more of a corporation’s outstanding

voting securities.

Such provisions may encourage

companies interested in acquiring the company to negotiate in advance with the company Board because the stockholder approval requirement

would be avoided if the company Board approves either the business combination or the transaction that results in the stockholder becoming

an interested stockholder. However, such provisions also could discourage attempts that might result in a premium over the market price

for the shares held by stockholders. These provisions also may make it more difficult to accomplish transactions that stockholders may

otherwise deem to be in their best interests.

Quorum

The Bylaws provide that at any

meeting of the company Board, a majority of the directors then in office constitutes a quorum for all purposes.

No Cumulative Voting

Under Delaware law, the right

to vote cumulatively does not exist unless the certificate of incorporation expressly authorizes cumulative voting. The Amended and Restated

Certificate of Incorporation does not authorize cumulative voting.

General Stockholder Meetings

The Amended and Restated Certificate

of Incorporation provides that special meetings of stockholders may be called only by the company Board acting pursuant to a resolution

approved by the affirmative vote of a majority of the company Board, subject to the rights, if any, of the holders of any series of preferred

stock.

Requirements for Advance Notification of Stockholder

Meetings, Nominations and Proposals

The Bylaws establish advance notice

procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made

by or at the direction of the company Board. For any matter to be “properly brought” before a meeting, a stockholder will

have to comply with advance notice requirements and provide the company with certain information. Generally, to be timely, a stockholder’s

notice must be received by the Secretary at the company’s principal executive offices not less than 90 days nor more than 120 days

prior to the one-year anniversary of the date of the preceding annual meeting of stockholders (for the purposes of the first annual meeting

of the stockholders of the company following the adoption of the Bylaws, a stockholder’s notice must be received by the Secretary

at the company’s principal executive offices not later than (i) 90 days prior to the date of the first annual meeting or (ii) less

than 10 days following the date the first annual meeting is publicly announced). The Bylaws also specify requirements as to the form and

content of a stockholder’s notice. The Bylaws allow the company Board or a committee of the company Board to determine whether a

nomination or any business proposed to be brought before a special meeting of the stockholders was made in accordance with the Bylaws.

These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s

own slate of directors or otherwise attempting to influence or obtain control of the company.

Amendment Provisions

The Amended and Restated Certificate

of Incorporation and the Bylaws provide that the company Board, by the affirmative vote of a majority of the company Board, is expressly

authorized to make, alter, amend, change, add to, rescind or repeal, in whole or in part, the Bylaws without a stockholder vote in any

matter not inconsistent with the laws of the State of Delaware. Any amendment, alteration, rescission or repeal of the Bylaws by the company’s

stockholders requires the affirmative vote of the holders of at least a majority in voting power of all the then outstanding shares of

stock entitled to vote thereon, voting together as a single class.

The Amended and Restated Certificate

of Incorporation provides that it may be amended, altered, changed or repealed in accordance with the DGCL.

Exclusive Forum

The Amended and Restated Certificate

of Incorporation provides that, unless the company consents to the selection of an alternative forum, any (i) derivative action or proceeding

brought on behalf of the company, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee

of the company to the company or the company’s stockholders, creditors or other constituents, (iii) action asserting a claim against

the company or any director or officer of the company arising pursuant to, or a claim against the Corporation or any Director or officer

of the Corporation with respect to the interpretation or application of any provision of, the DGCL, the Amended and Restated Certificate

of Incorporation or the Bylaws or (iv) action asserting a claim against the company or any director or officer of the company governed

by the internal affairs doctrine will, to the fullest extent permitted by law, be solely and exclusively brought in the Court of Chancery

of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of

Delaware with subject matter jurisdiction. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring

or holding any interest in shares of capital stock of the company will be deemed to have notice of and consented to the forum provisions

in the Amended and Restated Certificate of Incorporation. However, it is possible that a court could find the company’s forum selection

provisions to be inapplicable or unenforceable. Although the company believes this provision benefits it by providing increased consistency

in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits

against Company’s directors and officers.

The Amended and Restated Certificate

of Incorporation provides that, unless the company consents to the selection of an alternative forum, the federal district courts of the

United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint

asserting a cause of action arising under the Securities Act of 1933, as amended; provided, however, that this provision will not apply

to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which

the federal courts have exclusive jurisdiction.

Limitations on Liability and Indemnification of

Officers and Directors

The DGCL authorizes corporations

to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of

directors’ fiduciary duties, subject to certain exceptions. The Amended and Restated Certificate of Incorporation includes a provision

that eliminates the personal liability of directors for monetary damages for any breach of fiduciary duty as a director, except for liability

(i) for any breach of the director’s duty of loyalty to the company or its stockholders, (ii) for acts or omissions not in good

faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction

from which the director derived an improper personal benefit. The effect of these provisions is to eliminate the rights of the company

and its stockholders, through stockholders’ derivative suits on the company’s behalf, to recover monetary damages from a director

for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, exculpation does not

apply to any director if the director has acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends

or redemptions or derived an improper benefit from his or her actions as a director.

The Bylaws provide that the company

must indemnify and advance expenses to directors and officers to the fullest extent authorized by the DGCL. The company is also expressly

authorized to carry directors’ and officers’ liability insurance providing indemnification for directors, officers and certain

employees for some liabilities. The company believes that these indemnification and advancement provisions and insurance are useful to

attract and retain qualified directors and executive officers.

The limitation of liability, indemnification

and advancement provisions in the Amended and Restated Certificate of Incorporation and the Bylaws may discourage stockholders from bringing

a lawsuit against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of

derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit the company and

its stockholders. In addition, your investment may be adversely affected to the extent the company pays the costs of settlement and damage

awards against directors and officers pursuant to these indemnification provisions. The company believes that these provisions, liability

insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.

Insofar as indemnification for

liabilities arising under the Securities Act may be permitted to the company’s directors, officers and controlling persons pursuant

to the foregoing provisions, or otherwise, the company has been advised that in the opinion of the SEC such indemnification is against

public policy as expressed in the Securities Act and is, therefore, unenforceable.

There is currently no pending

material litigation or proceeding involving any of the company’s respective directors, officers or employees for which indemnification

is sought.

Transfer Agent and Registrar

The Transfer Agent and registrar

for the shares of Common Stock is Continental Stock Transfer & Trust Company.

Listing

Our Common Stock is listed on The Nasdaq Global Market

under the symbol “ZSQR”.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER

MATTERS

The Pubco Common Stock is

currently listed on The Nasdaq Global Market under the symbol “ZSQR.”

The closing price of the Pubco

Common Stock on April 24, 2026, the Closing Date of the Merger, was $16.40 per share, as reported on The Nasdaq Capital Market.

Following the consummation

of the Merger, on April 27, 2026, the Coeptis Common Stock began trading on The Nasdaq Global Market under Coeptis’ new name, “Z

Squared Inc.”, and new trading symbol “ZSQR.”

As of April 24, 2026, there

were approximately 138 registered holders of record of the Pubco Common Stock.

As of April 24, 2026, there

were approximately 4 registered holders of record of the OpCo Common Stock.

Dividends

Coeptis has never declared or paid any cash dividends

on the Coeptis Common Stock and does not anticipate paying cash dividends on the Coeptis Common Stock for the foreseeable future. Notwithstanding

the foregoing, any determination to pay cash dividends subsequent to the Merger will be at the discretion of Pubco’s then-current

board of directors and will depend upon a number of factors, including Pubco’s results of operations, financial condition, future

prospects, contractual restrictions, restrictions imposed by applicable law and other factors the then-current board of directors deems

relevant.

Pubco has never paid or declared any cash dividends on the Pubco Shares.

Any future determination to pay dividends will be at the discretion of the Pubco Board and will depend upon a number of factors, including

its results of operations, financial condition, future prospects, contractual restrictions, and restrictions imposed by applicable laws

and other factors the Pubco Board deems relevant.

LEGAL PROCEEDINGS

Pubco may become engaged, in

litigation in the ordinary course of business. Subject to the inherent uncertainties of litigation and although no assurances are possible,

we believe that there are no pending lawsuits or claims that, individually or in the aggregate, will have a material adverse effect on

our business, financial condition or our results of operations.

Coeptis is currently not a defendant

in any litigation or threatened litigation that will have a material adverse effect on our business, financial condition or our results

of operations.

OpCo is party to the Asset-For-Share

Exchange Agreement with BSG Series CM, LLC (“BSG Series CM”), an entity currently named as a defendant in ongoing litigation

initiated by the Securities and Exchange Commission involving allegations of misconduct related to certain investment activities. BSG

Series CM is subject to regulatory monitoring and oversight pursuant to court orders issued in connection with this litigation. While

OpCo is not a party to the litigation, it acknowledges that its contractual relationship with BSG Series CM may expose it to certain reputational

and operational risks associated with the ongoing legal proceedings and monitoring.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Under Section 145 of the

General Corporation Law of the State of Delaware, we may indemnify our directors and officers against liabilities they may incur in such

capacities, including liabilities under the Securities Act. Our Certificate of Incorporation provides that, pursuant to Delaware law,

our directors shall not be liable for monetary damages for breach of the directors’ fiduciary duty of care to us and our stockholders.

This provision does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms

of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for

breach of the director’s duty of loyalty to us or our stockholders for acts or omissions not in good faith or involving intentional

misconduct or knowing violations of the law, for actions leading to improper personal benefit to the director, and for payment of dividends

or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director’s

responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

Our Bylaws provide for the indemnification

of its directors to the fullest extent permitted by the Delaware General Corporation Law.

We have been advised that in

the opinion of the SEC, insofar as indemnification for liabilities arising under the Securities Act may be permitted to its directors,

officers and controlling persons pursuant to the foregoing provisions, or otherwise, such indemnification is against public policy as

expressed in the Securities Act and is therefore unenforceable. In the event a claim for indemnification against such liabilities (other

than the our payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action,

suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we

will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction

the question of whether such indemnification by the us is against public policy as expressed in the Securities Act and will be governed

by the final adjudication of such issue.

PART F/S

Reference is made to the disclosure

set forth under Item 9.01 of this Current Report, which disclosure is incorporated herein by reference.

INDEX TO EXHIBITS

See Item 9.01(c) below, which is incorporated

by reference herein.

DESCRIPTION OF EXHIBITS

See Exhibit Index below and the corresponding

exhibits, which are incorporated by reference herein.

Item 5.01.

Changes in Control of the Registrant.

The information set forth in Item 2.01 of this

Current Report on Form 8-K regarding the Merger and the information set forth in Item 5.02 of this Current Report on Form 8-K regarding

the company’s board of directors and executive officers following the Merger are incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure set forth in Item 2.01 to this

Current Report is incorporated into this item by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 27, 2026, we amended

our certificate of incorporation to change the name of the company from Coeptis Therapeutics Holdings, Inc. to “Z Squared Inc.”

The Certificate of Incorporation, as amended, is included as Exhibits 3.1 and 3.2 hereto.

Commencing on April 27, 2026,

the trading symbol for the company Common Stock, which is currently listed on the Nasdaq Global Market, changed from “COEP”

to “ZSQR.”

Item 9.01.

Financial Statements and Exhibits.

(a)

Financial Statements of business acquired

The company intends to file

the financial statements of Z Squared required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than

71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b)

Pro forma financial information

giving effect to the Spin Out is filed as Exhibit 99.1 hereto. The Company intends to file pro forma financial information giving effect

to the Merger as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report

on Form 8-K is required to be filed.

(c)

Exhibits

2.1**

Agreement and Plan of Merger, dated as of April 25, 2025, by and among Coeptis Therapeutics Holdings, Inc., a Delaware corporation, CP Merger Sub, Inc., a Wyoming corporation, and Z Squared Inc., a Wyoming corporation (incorporated by reference from Exhibit 2.1 to Coeptis Therapeutics Holdings, Inc.’s Current Report on Form 8-K, as filed with the SEC on April 28, 2025).

2.2**

Limited Waiver and First Amendment to Merger Agreement, dated as of May 27, 2025 (incorporated by reference from Exhibit 2.2 to Coeptis Therapeutics Holdings, Inc.’s Registration Statement on Form S-4 filed June 26, 2025 (as amended)).

2.3**

Limited Waiver and Second Amendment to Merger Agreement, dated as of June 10, 2025 (incorporated by reference from Exhibit 2.3 to Coeptis Therapeutics Holdings, Inc.’s Registration Statement on Form S-4 filed June 26, 2025 (as amended)).

2.4**

Limited Waiver and Third Amendment to Merger Agreement, dated as of June 20, 2025 (incorporated by reference from Exhibit 2.4 to Coeptis Therapeutics Holdings, Inc.’s Registration Statement on Form S-4 filed June 26, 2025 (as amended)).

2.5**

Limited Waiver and Fourth Amendment to Merger Agreement, dated as of August 17, 2025 (incorporated by reference from Exhibit 2.5 to Coeptis Therapeutics Holdings, Inc.’s Registration Statement on Form S-4 filed June 26, 2025 (as amended)).

2.6**

Limited Waiver and Fifth Amendment to Merger Agreement, dated as of September 10, 2025 (incorporated by reference from Exhibit 2.6 to Coeptis Therapeutics Holdings, Inc.’s Registration Statement on Form S-4 filed June 26, 2025 (as amended)).

2.7**

Limited Waiver and Sixth Amendment to Merger Agreement, dated as of September 30, 2025 (incorporated by reference from Exhibit 2.7 to Coeptis Therapeutics Holdings, Inc.’s Registration Statement on Form S-4 filed June 26, 2025 (as amended)).

3.1**

Amended and Restated Certificate of Incorporation of Coeptis Therapeutics Holdings, Inc. (incorporated by reference to Exhibit 3.1 of Coeptis

Therapeutics Holdings, Inc.’s Form 8-K, filed with the SEC on November 3, 2022).

3.2*

Amendment to Amended and Restated Certificate of Incorporation of Coeptis Therapeutics Holdings, Inc.

3.3**

Amended and Restated Bylaws of Coeptis Therapeutics Holdings, Inc. (incorporated by reference to Exhibit 3.3 of Coeptis Therapeutics Holdings,

Inc.’s Form 8-K, filed with the SEC on November 3, 2022).

3.4**

Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock (incorporated by reference to Exhibit 99.1 of Coeptis Therapeutics Holdings, Inc.’s Form 8-K, filed with the SEC on June 20, 2024).

10.1*

Amended and Restated Asset-For-Share Exchange Agreement between BSG Series CM, LLC and Z Squared Inc., dated June 24, 2025.

10.2*

First Amendment to Amended and Restated Asset-For-Share Exchange Agreement between BSG Series CM, LLC and Z Squared Inc., dated February 10, 2026.

10.3*

Second Amendment to Amended and Restated Asset-For-Share Exchange Agreement between BSG Series CM, LLC and Z Squared Inc., dated April 23, 2026.

10.4**

Master Custody Services Agreement between Anchorage Digital Bank N.A. and Z Squared Inc., dated August 14, 2025 (incorporated by reference from Exhibit 10.24 to Coeptis Therapeutics Holdings, Inc.’s Registration Statement on Form S-4 filed June 26, 2025 (as amended)).

10.5**

Master Services Agreement between Minting Dome Inc. and Z Squared Inc., dated July 26, 2025 (incorporated by reference from Exhibit 10.25 to Coeptis Therapeutics Holdings, Inc.’s Registration Statement on Form S-4 filed June 26, 2025 (as amended)).

10.6*

Indemnification Agreement by and between Z Squared and David Halabu.

10.7*

Indemnification Agreement by and between Z Squared and Adam Sohn.

10.8*

Indemnification Agreement by and between Z Squared and Bryan Fuerst.

10.9*

Indemnification Agreement by and between Z Squared and Kenneth Cooper.

10.10*

Indemnification Agreement by and between Z Squared and Michelle Burke.

10.11*

Indemnification Agreement by and between Z Squared and Brian Cogley.

10.12*

Employment Agreement by and between Z Squared and David Halabu.

10.13*

Employment Agreement by and between Z Squared and Michelle Burke.

10.14*

Employment Agreement by and between Z Squared and Brian Cogley.

10.15*

First Amendment to Employment Agreement by and between Z Squared and Brian Cogley.

21.1*

Subsidiaries of Coeptis Therapeutics Holdings, Inc.

99.1*

Unaudited Pro Forma Condensed Combined Financial Information.

______________________

Filed herewith

Previously Filed

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Z Squared Inc.

Date: April 30, 2026

By:

/s/ Brian Cogley

Brian Cogley

Chief Financial Officer

EX-3.2 — AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.2

Filename: zsquared_0302.htm · Sequence: 2

Exhibit 3.2

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COEPTIS THERAPEUTICS HOLDINGS, INC. Coeptis Therapeutics Holdings, Inc . , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation") , hereby certifies as follows : 1. The Amended and Restated Certificate of In c orporation of the Corpo r ation is hereby amended by deleting Article I and inserting the following in lieu thereof: ' 'I. The name of this Corporation is : Z Squared Inc." 2. The amendment set forth has been duly approved by the Board of Director s of the Corporation and by the stockholders entitled to vote thereon. 3. That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. (sign a ture p age follows) S t a t e of De l aware Secretary of State D i v i sion o f Corporatio n s De li vered 05:26 PM 04/27 / 2026 FILED 05:26 PM 04/27/2026 SR 20262065788 - F il ei \ " u mber 709383 1

EX-10.1 — AMENDED AND RESTATED ASSET-FOR-SHARE EXCHANGE AGREEMENT WITH BSG SERIES CM

EX-10.1

Filename: zsquared_1001.htm · Sequence: 3

Exhibit 10.1

4934 - 1975 - 2527.1 AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT THIS AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT (the “ Agreement ”) is made and entered into as of June 24 , 2025 , by and between Z Squared Inc . , a Wyoming corporation (“ Z Squared ”) and BSG Series CM a South Carolina Limited Liability Company (“ Transferor ”) . RECITALS WHEREAS , Transferor owns certain computer equipment described in Schedule A attached hereto (the “ Assets ”) ; WHEREAS , on April 25 , 2025 , Coeptis Therapeutics Holdings Inc . , a Delaware corporation (“ Coeptis ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with CP Merger Sub Inc . , a Wyoming corporation and wholly - owned subsidiary of Coeptis, and Z Squared (the “ Merger Transaction ”), which is currently anticipated to close in 2025 ; WHEREAS , concurrently and in connection with the closing of the Merger Transaction, Z Squared desires to acquire the Assets from Transferor in exchange for consideration consisting of shares of Z Squared’s common stock, par value $ 0 . 001 per share (“ Common Stock ”) (the “ Consideration ”) ; WHEREAS , Transferor desires to contribute the Assets to Z Squared in exchange for the Consideration, subject to the terms and conditions set forth herein ; WHEREAS , in connection with the transaction described above, on April 25 , 2025 , Z Squared and Transferor entered into the Asset - for - Share Exchange Agreement (the “ Prior Agreement ”) ; and WHEREAS , Z Squared and Transferor desire to enter into this Agreement to amend and restate, and supersede in its entirety, the Prior Agreement . NOW, THEREFORE, BE IT RESOLVED , in consideration of the mutual covenants and promises contained herein, the parties hereto, intending to be legally bound, hereby agree as follows : 1. Transfer of Assets . 1. Transferor hereby agrees to transfer, assign, and convey to Z Squared all rights, title, and interest in and to the Assets, free and clear of all liens, encumbrances, and claims. 2. The transfer shall be effective upon the Closing (as defined in Section 4 below). 2. Consideration . At the Closing, as consideration for the transfer, assignment, and conveyance of the Assets pursuant to this Agreement, Z Squared shall deliver to Transferor, equity consideration consisting of 40 , 446 , 956 shares of Z Squared Common Stock issued at a cost basis

2 of $ 16 . 00 per share (the “ Shares ”), free and clear of any liens or encumbrances (except for any applicable securities law restrictions) . The Shares shall be issued pursuant to an exemption from registration under the Securities Act of 1933 , as amended, and shall bear an appropriate restrictive legend to that effect . Transferor acknowledges that the Shares may be subject to restrictions on transfer under applicable securities laws . 3. Representations and Warranties . 1. By Transferor. Transferor represents and warrants that: (a) Transferor has full right, power, and authority to enter into this Agreement and transfer the Assets; (b) The Assets are free from all liens, claims, and encumbrances; (c) Transferor is duly organized and in good standing under the laws of its jurisdiction; and (d) Transferor has taken all necessary corporate actions to authorize this Agreement and the transactions contemplated herein. 2. By Z Squared. Z Squared represents and warrants that: (a) Z Squared has full right, power, and authority to enter into this Agreement and issue the Shares; (b) The Shares, when issued, will be duly authorized, validly issued, and fully paid; (c) Z Squared is duly organized and in good standing under the laws of its jurisdiction; and (d) Z Squared has taken all necessary corporate actions to authorize this Agreement and the transactions contemplated herein. 4. Closing . 1. The closing of this transaction (the “ Closing ”) shall take place immediately prior to the closing of the Merger Transaction, provided that such Merger Transaction and this Agreement are in compliance with the order issued by the U . S . Securities and Exchange Commission as set forth in Securities and Exchange Commission v . David Feingold, Joseph B . Baldassarra, Steven S . Baldassarra, Broad Street Global Management, LLC, Case No . 1 : 25 - cv - 20436 - DPG, Order Granting Stipulated Motion to Appoint a Monitor and Other Additional Relief (S . D . Fla . Apr . 21 , 2025 ) and, inter alia , all monitoring provisions and approval obligations imposed thereby and related thereto . 2. At the Closing: (a) Transferor shall deliver the Assets to Z Squared;

3 (b) Z Squared shall issue and deliver the Shares to Transferor; and (c) The parties shall execute and deliver such other documents as may be necessary to effectuate the transfer. 5. Lock - Up . Notwithstanding any rights otherwise available, the Transferor agrees that it shall not, directly or indirectly, place or execute any orders to sell, dispose of, or otherwise transfer the Shares of Z Squared’s Common Stock unless the volume - weighted average price (VWAP) of Z Squared’s Common Stock over the 10 consecutive trading days immediately prior to the proposed sale date is greater than $ 16 . 00 per share, as reported by a national securities exchange . (a) For purposes of this provision, “VWAP” shall mean the daily volume - weighted average price of the Common Stock on each trading day, calculated by dividing (i) the total dollar value of all trades in the Common Stock on such day by (ii) the total trading volume of the Common Stock on such day . (b) Any sale order entered in violation of this provision shall be deemed null and void, and Z Squared shall have no obligation to recognize or process such transaction . 6. Leak - Out . Transferor agrees that, commencing on the date that Z Squared’s Common Stock becomes publicly traded on a national securities exchange or recognized over - the - counter market, and continuing for a period of eighteen ( 18 ) months thereafter (the “Leak - Out Period”), the following restrictions shall apply to any sale, transfer, or disposition of the Shares : (a) Monthly Sale limitation . Transferor may not sell, in any calendar month during the Leak - Out Period, more than one - eighteenth ( 1 / 18 ) of the total number of Shares beneficially owned by Transferor as of the commencement of the Leak - Out Period (the “Monthly Allotment”) . (b) Sales at the Ask . All sales must be executed at the then - current publicly quoted ask price (i . e . , at the offer price), and not below such ask price . Sales at the bid or through market orders priced below the ask are expressly prohibited . (c) Short Selling Prohibited . Transferor agrees not to engage in any short sales, hedging, or similar transactions involving the Shares during the Leak - Out Period . This includes both direct short sales and equivalent derivative transactions . (d) Daily Volume Limitation . In addition to the Monthly Allotment restriction, Transferor shall not, on any trading day, sell an amount of Shares that exceeds five percent ( 5 % ) of the average daily trading volume (ATV) of Z Squared’s Common Stock over the ten ( 10 ) trading days immediately preceding such sale . “ATV” shall be calculated based on publicly available trading data reported by the principal market . (e) For purposes of these restrictions, sales by affiliated entities, family members, or trusts under the control of Transferor shall be aggregated with the Transferor’s sales .

4 7. Conditional Suspension of Lock - Up/Leak - Out Restrictions . Notwithstanding anything to the contrary set forth in this Agreement, Z Squared and Transferor agree that, in the event that the publicly quoted closing price of Z Squared’s Common Stock equals or exceeds Thirty - Five U . S . Dollars ( $ 35 . 00 ) per share (as reported on the principal trading market) for any two ( 2 ) consecutive trading days, then, effective as of the second such trading day : (a) All Lock - Up and Leak - Out restrictions applicable to the Transferor under Sections 5 and 6 of this Agreement shall be immediately and automatically suspended ; and (b) Transferor shall thereafter be permitted to freely sell, transfer, or otherwise dispose of any or all of its Shares without volume, timing, or pricing restrictions ; provided, however, that if the publicly quoted closing price of Z Squared’s Common Stock falls below Thirty - Five U . S . Dollars ( $ 35 . 00 ) per share for any two ( 2 ) consecutive trading days thereafter, then, effective as of the second such trading day below such threshold : the Lock - Up and Leak - Out restrictions set forth in Sections 5 and 6 shall be reinstated and shall continue to apply in accordance with their original terms for the remainder of the applicable restriction period, unless and until the $ 35 . 00 threshold is again met for two ( 2 ) consecutive trading days, in which case the foregoing suspension and reinstatement mechanism shall again apply . 8. Indemnification . Each party shall indemnify, defend, and hold harmless the other party from any losses, liabilities, or claims arising from any breach of its representations, warranties, or obligations under this Agreement . 9. Miscellaneous . 1. Waiver, Amendment . Neither this Agreement nor any provisions hereof or thereof shall be modified, changed or discharged, except by an instrument in writing, signed by Z Squared and the Transferor . 2. Assignability . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either Z Squared or the Transferor without the prior written consent of the other . 3. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without giving effect to such state’s rules concerning conflicts of laws that might provide for any other choice of law . 4. Submission to Jurisdiction . Each of Z Squared and the Transferor : (a) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted exclusively in the courts of the State of Wyoming ; (b) solely on behalf of itself waives any objection that it may now or hereafter have to the venue of any such suit, action or proceeding ; and (c) irrevocably consents to the jurisdiction of the aforesaid courts in any such suit, action or proceeding . Each of Z Squared and the Transferor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law .

5 5. Binding Effect . The provisions of this Agreement shall be binding upon and accrue to the benefit of Z Squared and the Transferor and their respective heirs, legal representatives, successors and assigns . This Agreement constitutes the entire agreement between Z Squared and the Transferor with respect to the subject matter hereof and supersedes and preempts any prior understandings or agreements by or between the parties, written or oral, which may have related to the subject matter hereof in any way, including the Prior Agreement . This Agreement may be executed by one or more of the parties hereto in any number of separate counterparts (including by facsimile, electronic mail (including any electronic signature covered by the U . S . federal ESIGN Act of 2000 , Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e . g . , www . docusign . com) or other electronic means, including telecopy, email or otherwise), and all of said counterparts taken together shall be deemed to constitute one and the same instrument . Delivery of an executed signature page of this Agreement by facsimile or other transmission ( e . g . , “pdf” format) shall be effective as delivery of a manually executed counterpart hereof . 6. Amendments . This Agreement may not be amended except in writing signed by both parties . 7. Severability . If any term or provision of this Agreement (in whole or in part) is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction . 8. Survival . The representations and warranties of Z Squared and the Transferor contained in this Agreement shall survive the consummation of the transactions contemplated hereby . [Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. TRANSFEROR : BSG SERIES CM LLC By: Name: Edward Faas Title: Authorized Signor Z SQUARED : Z SQUARED INC. By: Name: David Halabu Title: Chief Executive Officer [Signature Page to Amended & Restated Asset - for - Share Exchange Agreement]

SCHEDULE A Assets

EX-10.2 — FIRST AMENDMENT TO AMENDED AND RESTATED ASSET-FOR-SHARE EXCHANGE AGREEMENT

EX-10.2

Filename: zsquared_1002.htm · Sequence: 4

Exhibit 10.2

FIRST AMENDMENT TO AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT (the “ Amendment ”) is made and entered into as of February , 2026 , by and between Z Squared Inc . , a Wyoming corporation (“ Z Squared ”) and BSG Series CM a South Carolina Limited Liability Company (“ Transferor, ” and together with Z Squared, the “ Parties ”) . RECITALS WHEREAS , the Parties entered into that certain Amended and Restated Asset - For - Share Exchange Agreement, dated as of June 24 , 2025 (the “ Amended and Restated Agreement ”) ; and WHEREAS , the Parties desire to amend the Amended and Restated Agreement as set forth herein. NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows : 1. Amendment to Section 2 (Consideration). Section 2 of the Amended and Restated Agreement is hereby amended and restated in its entirety to read as follows : “ Consideration . At the Closing, as consideration for the transfer, assignment, and conveyance of the Assets pursuant to this Agreement, Z Squared shall deliver to Transferor, equity consideration consisting of 44 , 062 , 947 shares of Z Squared Common Stock issued at a cost basis of $ 16 . 31 per share (the “ Shares ”), free and clear of any liens or encumbrances (except for any applicable securities law restrictions) . The Shares shall be issued pursuant to an exemption from registration under the Securities Act of 1933 , as amended, and shall bear an appropriate restrictive legend to that effect . Transferor acknowledges that the Shares may be subject to restrictions on transfer under applicable securities laws . ” 2. Amendment to Section 5 (Lock - Up). Section 5 of the Amended and Restated Agreement is hereby amended by replacing “ $ 16 . 00 per share” with “ $ 16 . 31 per share” where it appears therein . 3. Amendment to Schedule A. Schedule A to the Amended and Restated Agreement i s hereby amended and restated in its entirety as set forth on Exhibit A attached hereto . Docusign Envelope ID: 3B3E19F4 - 4DB9 - 4C98 - 9CC9 - B75C46BD00E0 135114.000001 \ 4923 - 3270 - 7981.1

135114.000001 \ 4923 - 3270 - 7981.1 4. No other Amendments. Except as expressly amended by this Amendment, the Amended and Restated Agreement and all exhibits and schedules thereto remain unchanged and in full force and effect . In the event of any conflict between this Amendment and the Amended and Restated Agreement, this Amendment shall control . 5. Miscellaneous. 1. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Wyoming, without giving effect to such state’s rules concerning conflicts of laws that might provide for any other choice of law . 2. Counterparts; Electronic Signatures. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument . Signatures transmitted by electronic means (including PDF, facsimile, or other electronic transmission) shall be deemed to have the same legal effect as delivery of an original executed signature page . 3. Reference to Agreement. From and after the effectiveness of this Amendment, all references in the Amended and Restated Agreement to “this Agreement” shall mean the Amended and Restated Agreement as amended hereby . [Signature Page Follows] Docusign Envelope ID: 3B3E19F4 - 4DB9 - 4C98 - 9CC9 - B75C46BD00E0

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above. TRANSFEROR : BSG SERIES CM LLC By: Name: Steven Baldassara Title: MGMBR Z SQUARED : Z SQUARED INC. By: Name: David Halabu Title: Chief Executive Officer Docusign Envelope ID: 3B3E19F4 - 4DB9 - 4C98 - 9CC9 - B75C46BD00E0 135114.000001 \ 4923 - 3270 - 7981.1

135114.000001 \ 4923 - 3270 - 7981.1 EXHIBIT A Assets Docusign Envelope ID: 3B3E19F4 - 4DB9 - 4C98 - 9CC9 - B75C46BD00E0

EX-10.3 — SECOND AMENDMENT TO AMENDED AND RESTATED ASSET-FOR-SHARE EXCHANGE AGREEMENT

EX-10.3

Filename: zsquared_1003.htm · Sequence: 5

Exhibit 10.3

SECOND AMENDMENT TO AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT (the “ Amendment ”) is made and entered into as of April 23 , 2026 , by and between Z Squared Inc . , a Wyoming corporation (“ Z Squared ”) and BSG Series CM a South Carolina Limited Liability Company (“ Transferor ,” and together with Z Squared, the “ Parties ”) . RECITALS WHEREAS , the Parties entered into that certain Amended and Restated Asset - For - Share Exchange Agreement, dated as of June 24, 2025 (as amended by Amendment No. 1 on February [ ], 2026, the “ Amended and Restated Agreement ”); and WHEREAS , the Parties desire to amend the Amended and Restated Agreement as set forth herein. NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows : 1. Amendment to Section 5 (Lock - Up) . Section 5 of the Amended and Restated Agreement is hereby amended to include the following clause: (c) These restrictions shall apply to each transferee of the Common Stock held by Transferor . The Shares shall bear an appropriate restrictive legend to that effect . Transferor agrees to notify each transferee of these restrictions prior to a transfer . 2. Amendment to Section 6 (Leak - Out) . Section 6 of the Amended and Restated Agreement is hereby amended to include the following clause: (f) These restrictions shall apply to each transferee of the Common Stock held by the Transferor . The Shares shall bear an appropriate restrictive legend to that effect . For purposes of these restrictions, sales by transferees shall be aggregated with the Transferor’s sales and sales of other transferees . Transferor agrees to notify each transferee of these restrictions prior to a transfer . Docusign Envelope ID: 1937A681 - FB28 - 8F41 - 81F7 - 0AEF17AAAA12 1 135114.000001 \ 4914 - 3250 - 6276.1

2 135114.000001 \ 4914 - 3250 - 6276.1 3. Amendment to Section 7 (Conditional Suspension of Lock - Up/Leak - Out Restrictions) . Section 7 of the Amended and Restated Agreement is hereby amended and restated in its entirety to read as follows: “ Conditional Suspension of Lock - Up/Leak - Out Restrictions. Notwithstanding anything to the contrary set forth in this Agreement, Z Squared and Transferor agree that, in the event that the publicly quoted closing price of Z Squared’s Common Stock equals or exceeds Thirty - Five U.S. Dollars ($35.00) per share (as reported on the principal trading market) for any two (2) consecutive trading days, then, effective as of the second such trading day: (a) All Lock - Up and Leak - Out restrictions applicable to the Transferor, and any transferee of shares of Common Stock held by Transferor, under Sections 5 and 6 of this Agreement shall be immediately and automatically suspended ; and (b) Transferor, and any transferee of shares of Common Stock held by Transferor, shall thereafter be permitted to freely sell, transfer, or otherwise dispose of any or all of its Shares without volume, timing, or pricing restrictions ; provided, however, that if the publicly quoted closing price of Z Squared’s Common Stock falls below Thirty - Five U . S . Dollars ( $ 35 . 00 ) per share for any two ( 2 ) consecutive trading days thereafter, then, effective as of the second such trading day below such threshold : the Lock - Up and Leak - Out restrictions set forth in Sections 5 and 6 shall be reinstated and shall continue to apply in accordance with their original terms for the remainder of the applicable restriction period, unless and until the $ 35 . 00 threshold is again met for two ( 2 ) consecutive trading days, in which case the foregoing suspension and reinstatement mechanism shall again apply . ” 4. No other Amendments . Except as expressly amended by this Amendment, the Amended and Restated Agreement and all exhibits and schedules thereto remain unchanged and in full force and effect. In the event of any conflict between this Amendment and the Amended and Restated Agreement, this Amendment shall control. 5. Miscellaneous . 1. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of Wyoming, without giving effect to such state’s rules concerning conflicts of laws that might provide for any other choice of law . 2. Counterparts ; Electronic Signatures . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument . Signatures transmitted by electronic means (including PDF, facsimile, or other electronic transmission) shall be deemed to have the same legal effect as delivery of an original executed signature page . 3. Reference to Agreement . From and after the effectiveness of this Amendment, all references in the Amended and Restated Agreement to “this Agreement” shall mean the Docusign Envelope ID: 1937A681 - FB28 - 8F41 - 81F7 - 0AEF17AAAA12

3 135114.000001 \ 4914 - 3250 - 6276.1 Amended and Restated Agreement as amended hereby. [Signature Page Follows] Docusign Envelope ID: 1937A681 - FB28 - 8F41 - 81F7 - 0AEF17AAAA12

135114.000001 \ 4914 - 3250 - 6276.1 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above. TRANSFEROR : BSG SERIES CM LLC By: Name: Steven Baldassarra Title: MGMR Z SQUARED : Z SQUARED INC. By: Name: David Halabu Title: Chief Executive Officer Docusign Envelope ID: 1937A681 - FB28 - 8F41 - 81F7 - 0AEF17AAAA12

EX-10.6 — INDEMNIFICATION AGREEMENT BY AND BETWEEN Z SQUARED AND DAVID HALABU

EX-10.6

Filename: zsquared_1006.htm · Sequence: 6

Exhibit 10.6

Z SQUARED INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “ Agreement ”) is made as of February 14 , 2026 and is between Z Squared Inc . , a Wyoming corporation (the “ Company ”), and Dave Halabu (“ Indemnitee ”) . RECITALS WHEREAS, Indemnitee’s service to the Company substantially benefits the Company; WHEREAS, competent and experienced individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service ; WHEREAS, Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection ; WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law ; and WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s Articles of Incorporation and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall this Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder . NOW, THEREFORE, the Company and Indemnitee do hereby agree as follows: 1. Definitions. (a) “ Corporate Status ” describes the status of a person who is or was a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise . (b) “ Act ” means the Wyoming Business Corporation Act. (c) “ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee . (d) “ Enterprise ” means the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary . (e) “ Expenses ” include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding . Expenses Docusign Envelope ID: 9E0E7826 - 021C - 4400 - A355 - F01F4980A63C 1 4917 - 5175 - 8135.1

2 4917 - 5175 - 8135.1 also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond or other appeal bond or their equivalent, and (ii) for purposes of Section 12 (c), Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company . Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee . (f) “ Proceeding ” means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, a potential party, a non - party witness or otherwise by reason of (i) the fact that Indemnitee is or was a director or officer of the Company, (ii) any action taken by Indemnitee or any action or inaction on Indemnitee’s part while acting as a director or officer of the Company, or (iii) the fact that he or she is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification or advancement of expenses can be provided under this Agreement . (g) Reference to “ other enterprises ” shall include employee benefit plans ; references to “ fines ” shall include any excise taxes assessed on a person with respect to any employee benefit plan ; references to “ serving at the request of the Company ” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries ; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “ not opposed to the best interests of the Company ” as referred to in this Agreement . 2. Indemnity in Third - Party Proceedings . The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor . Pursuant to this Section 2 , Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful . 3. Indemnity in Proceedings by or in the Right of the Company . The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor . Pursuant to this Section 3 , Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company . No indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that the court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the Docusign Envelope ID: 9E0E7826 - 021C - 4400 - A355 - F01F4980A63C

3 4917 - 5175 - 8135.1 circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the shall deem proper. 4. Indemnification for Expenses of a Party Who is Wholly or Partly Successful . To the extent that Indemnitee is a party to or a participant in and is successful (on the merits or otherwise) in defense of any Proceeding or any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith . For purposes of this Section, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter . 5. Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith . 6. Additional Indemnification. (a) Notwithstanding any limitation in Sections 2 , 3 or 4 , the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein . (b) For purposes of Section 6 (a), the meaning of the phrase “ to the fullest extent permitted by applicable law ” shall include, but not be limited to : (i) the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act ; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors . 7. Exclusions . Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any Proceeding (or any part of any Proceeding) : (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid ; (b) for an accounting or disgorgement of profits pursuant to Section 16 (b) of the Securities Exchange Act of 1934 , as amended, or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) ; (c) for any reimbursement of the Company by Indemnitee of any bonus or other incentive - based or equity - based compensation or of any profits realized by Indemnitee from the sale of Docusign Envelope ID: 9E0E7826 - 021C - 4400 - A355 - F01F4980A63C

4 4917 - 5175 - 8135.1 securities of the Company, as required in each case under the Securities Exchange Act of 1934 , as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes - Oxley Act of 2002 (the “ Sarbanes - Oxley Act ”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes - Oxley Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) ; (d) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) otherwise authorized in Section 12 (c) or (iv) otherwise required by applicable law ; or (e) if prohibited by applicable law. 8. Advances of Expenses . The Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than sixty ( 60 ) days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) . Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances . Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company . This Section 8 shall not apply to any claim made by Indemnitee for which indemnity is not permitted under this Agreement . 9. Procedure for Notification and Defense of Claim. (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof . The written notification to the Company shall include, a description of the nature of the Proceeding and the facts underlying the Proceeding . The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company . (b) If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has director a nd officer liability insurance in effect, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in acc o r d a n c e with the procedures set forth in the respective policies . The Company shall thereafter take all reasonably necessary or desirable action to ca use su c h insurers to p a y , on behalf of Indemnitee, all amounts payable as a result of su c h Proceeding in a cc o r d a n c e with the terms of su c h policies . (c) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate . Docusign Envelope ID: 9E0E7826 - 021C - 4400 - A355 - F01F4980A63C

5 4917 - 5175 - 8135.1 (d) The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the Company’s prior written consent, which shall not be unreasonably withheld . (e) The Company shall have the right to settle any Proceeding (or any part thereof) without the consent of Indemnitee . 10. Procedure upon Application for Indemnification. (a) To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding . The Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the board of directors that Indemnitee has requested indemnification . (b) Upon written request by Indemnitee for indemnification pursuant to Section 10 (a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Company’s board of directors, by the stockholders of the Company . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten ( 10 ) days after such determination . Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination . Any costs or expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law . 11. Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10 (a) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by such person, persons or entity of any determination contrary to that presumption . (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful . Docusign Envelope ID: 9E0E7826 - 021C - 4400 - A355 - F01F4980A63C

6 4917 - 5175 - 8135.1 (c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee of the board of directors . The provisions of this Section 11 (c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement . (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement . 12. Remedies of Indemnitee. (a) Subject to Section 12 (d) , in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12 (c) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10 of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification pursuant to this Agreement is not made (A) within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4 , 5 and 12 (c) of this Agreement, within thirty ( 30 ) days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his or her entitlement to such indemnification or advancement of Expenses . Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association . Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12 (a) ; provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 4 of this Agreement . The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration in accordance with this Agreement . (b) Neither (i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, independent counsel or stockholders to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct . In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination . In any judicial proceeding or arbitration commenced pursuant to this Section 12 , the Company shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be . Docusign Envelope ID: 9E0E7826 - 021C - 4400 - A355 - F01F4980A63C

7 4917 - 5175 - 8135.1 (c) The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than sixty ( 60 ) days, after receipt by the Company of a written request therefor) advance such Expenses to Indemnitee that are incurred by Indemnitee in connection with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful in such action and to the extent not prohibited by law . (d) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required to be made prior to the final disposition of the Proceeding . 13 . Contribution . To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and transaction(s) giving rise to such Proceeding ; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such event(s) and transaction(s) . 14. Non - exclusivity . The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s Articles of Incorporation or bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise . No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal . To the extent that a change in Wyoming law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s Articles of Incorporation and bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change, subject to the restrictions expressly set forth herein or therein . Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise . The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy . 15. No Duplication of Payments . The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise . 16. Insurance . To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, trustees, general partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee shall be covered by such policy or policies to the same extent as the most favorably - insured persons under such policy or policies in a comparable position . 17. Subrogation . In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute Docusign Envelope ID: 9E0E7826 - 021C - 4400 - A355 - F01F4980A63C

8 4917 - 5175 - 8135.1 all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. 18. Services to the Company . Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company, as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation . Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position . This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee . Indemnitee specifically acknowledges that any employment with the Company (or any of its subsidiaries or any Enterprise) is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided in any executed, written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), any existing formal severance policies adopted by the Company’s board of directors or, with respect to service as a director or officer of the Company, the Company’s Articles of Incorporation or bylaws or the Act . 19. Duration . This Agreement shall continue until and terminate upon the later of (a) ten ( 10 ) years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable ; or (b) one ( 1 ) year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto . 20. Successors . This Agreement shall be binding upon the Company and its successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators . The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place . 21. Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever : (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law ; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto ; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby . 22. Enforcement . The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company . Docusign Envelope ID: 9E0E7826 - 021C - 4400 - A355 - F01F4980A63C

9 4917 - 5175 - 8135.1 23. Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof ; provided , however , that this Agreement is a supplement to and in furtherance of the Company’s Articles of Incorporation and bylaws and applicable law . 24. Modification and Waiver . No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties hereto . No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver . 25. Notices . All notices, requests, demands and other communications under this agreement shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, or (c) mailed by reputable overnight courier and receipted by the party to whom said notice or other communication shall have been directed : (a) If to Indemnitee, at such address as indicated, or such other address as Indemnitee shall provide to the Company. (b) If to the Company to: Z Squared Inc. 550 S. Andrews Ave. #700 Fort Lauderdale, FL 33301 or to any other current address as may have been furnished to Indemnitee by the Company. 26. Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the state of Wyoming, without regard to its conflict of laws rules . Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12 (a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the state courts of Wyoming, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the state courts of Wyoming for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the state of Wyoming, Capital Administrations LLC, Cheyenne, Wyoming, as its agent in the state of Wyoming as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the state of Wyoming, (iv) waive any objection to the laying of venue of any such action or proceeding in state courts of Wyoming, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Court has been brought in an improper or inconvenient forum . 27. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement . Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement . Docusign Envelope ID: 9E0E7826 - 021C - 4400 - A355 - F01F4980A63C

10 4917 - 5175 - 8135.1 28. Captions. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. ( signature page follows) Docusign Envelope ID: 9E0E7826 - 021C - 4400 - A355 - F01F4980A63C

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written. Z SQUARED INC. ( Signature ) Dave Halabu Chief Executive Officer INDEMNITEE ( Signature ) Dave Halabu 9632 NE 5th Avenue Rd ( Street address ) Miami FL 33138 ( City, State and ZIP ) Docusign Envelope ID: 9E0E7826 - 021C - 4400 - A355 - F01F4980A63C (Signature Page to Indemnification Agreement) 4917 - 5175 - 8135.1

EX-10.7 — NDEMNIFICATION AGREEMENT BY AND BETWEEN Z SQUARED AND ADAM SOHN

EX-10.7

Filename: zsquared_1007.htm · Sequence: 7

Exhibit 10.7

INDEMNIFICATION AGREEMENT This Indemnification Agreement (“ Agreement ”), dated as of June 3 , 2025 , is by and between Z squared Inc . , a Wyoming corporation (the “ Company ”) and Adam Sohn (the “ Indemnitee ”) . WHEREAS , Indemnitee is a director and/or officer of the Company ; WHEREAS , both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies ; WHEREAS , the board of directors of the Company (the “ Board ”) has determined that enhancing the ability of the Company to retain and attract as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available ; and WHEREAS , in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued service as a director/officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “ Constituent Documents ”), any change in the composition of the Board or any change in control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section 1 (f) below) to, Indemnitee as set forth in this Agreement and to the extent insurance is maintained for the coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies . NOW, THEREFORE, in consideration of the foregoing and the Indemnitee’s agreement to continue to provide services to the Company, the parties agree as follows : 1. Definitions . For purposes of this Agreement, the following terms shall have the following meanings: (a) “ Beneficial Owner ” has the meaning given to the term “beneficial owner” in Rule 13 d - 3 under the Securities Exchange Act of 1934 , as amended (the “ Exchange Act ”) . (b) “ Change in Control ” means the occurrence after the date of this Agreement of any of the following events : (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50 % or more of the Company’s then outstanding Voting Securities ; (ii) the consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation, all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 20 % of the Docusign Envelope ID: 271DD0EF - 3BBD - 4308 - A3E3 - 0A0D495C1C06

4937 - 3604 - 5896.1 combined voting power of the outstanding Voting Securities of the entity resulting from such transaction; (iii) during any period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the beginning of such period constituted the Board (including for this purpose any new directors whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two - thirds ( 2 / 3 ) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board ; or (iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets . (c) “ Claim ” means: (i) any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law ; or (ii) any inquiry, hearing or investigation that the Indemnitee determines might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism . (d) “ Wyoming Court ” shall have the meaning ascribed to it in Section 9(e) below. (e) “ Disinterested Director ” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee . (f) “ Expenses ” means any and all expenses, including attorneys’ and experts’ fees, court costs, transcript costs, travel expenses, duplicating, printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim . Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Claim, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 5 only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise . Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee . (g) “ Expense Advance ” means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 4 or Section 5 hereof . Docusign Envelope ID: 271DD0EF - 3BBD - 4308 - A3E3 - 0A0D495C1C06

4937 - 3604 - 5896.1 (h) “ Indemnifiable Event ” means any event or occurrence, whether occurring on or after the date of this Agreement, related to the fact that Indemnitee is or was a director, officer, employee or agent of the Company or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise (collectively with the Company, “ Enterprise ”) or b y reason of an action or inaction b y Indemnitee in any such capacity (whether or not serving in such capacity at the time any Loss is incurred for which indemnification can be provided under this Agreement) . (i) “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently performs, nor in the past five years has performed, services for either : (i) the Company or Indemnitee (other than in connection with matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements) or (ii) any other party to the Claim giving rise to a claim for indemnification hereunder . Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement . (j) “ Losses ” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA excise taxes, amounts paid or payable in settlement, including any interest, assessments, any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement and all other charges paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim . (k) “ Person ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity and includes the meaning set forth in Sections 13 (d) and 14 (d) of the Exchange Act . (l) “ Standard of Conduct Determination ” shall have the meaning ascribed to it in Section 9 (b) below . (m) “ Voting Securities ” means any securities of the Company that vote generally in the election of directors . 2 . Services to the Company . Indemnitee agrees to continue to serve as a director or officer of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his/her resignation or is no longer serving in such capacity . This Agreement shall not be deemed an employment agreement between the Company (or any of its subsidiaries or Enterprise) and Indemnitee . Indemnitee specifically acknowledges that his/her service to the Company or any of its subsidiaries or Enterprise is at will and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment Docusign Envelope ID: 271DD0EF - 3BBD - 4308 - A3E3 - 0A0D495C1C06

4937 - 3604 - 5896.1 agreement between Indemnitee and the Company (or any of its subsidiaries or Enterprise), other applicable formal severance policies duly adopted by the Board or, with respect to service as a director or officer of the Company, by the Company’s Constituent Documents or Wyoming law . This Agreement shall continue in force after Indemnitee has ceased to serve as a director or officer of the Company or, at the request of the Company, of any of its subsidiaries or Enterprise, as provided in Section 12 hereof . 3. Indemnification . Subject to Section 9 and Section 10 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted by the laws of the State of Wyoming in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising in part out of an Indemnifiable Event, including, without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which the Indemnitee is solely a witness . 4. Advancement of Expenses . Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Claim arising out of an Indemnifiable Event . Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct . Without limiting the generality or effect of the foregoing, within thirty ( 30 ) calendar days after any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses . In connection with any request for Expense Advances, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney - client privilege . In connection with any request for Expense Advances, Indemnitee shall execute and deliver to the Company an undertaking (which shall be accepted without reference to Indemnitee’s ability to repay the Expense Advances), in the form attached hereto as Exhibit A, to repay any amounts paid, advanced, or reimbursed by the Company for such Expenses to the extent that it is ultimately determined, following the final disposition of such Claim, that Indemnitee is not entitled to indemnification hereunder . Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon . 5. Indemnification for Expenses in Enforcing Rights . To the fullest extent allowable under applicable law, the Company shall also indemnify against, and, if requested by Indemnitee, shall advance to Indemnitee subject to and in accordance with Section 4 , any Expenses actually and reasonably paid or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Claims relating to Indemnifiable Events, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company . However, in the event that Indemnitee is ultimately determined not to be entitled to such indemnification or insurance recovery, as the case may be, then all amounts advanced under this Section 5 shall be repaid . Indemnitee shall be required to reimburse the Docusign Envelope ID: 271DD0EF - 3BBD - 4308 - A3E3 - 0A0D495C1C06

4937 - 3604 - 5896.1 Company in the event that a final judicial determination is made that such action brought by Indemnitee was frivolous or not made in good faith. 6. Partial Indemnity . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled . 7. Notification and Defense of Claims . (a) Notification of Claims . Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available to Indemnitee) of the nature of, and the facts underlying, such Claim . The failure by Indemnitee to timely notify the Company hereunder shall not relieve the Company from any liability hereunder unless the Company’s ability to participate in the defense of such claim was materially and adversely affected by such failure . If at the time of the receipt of such notice, the Company has directors’ and officers’ liability insurance in effect under which coverage for Claims related to Indemnifiable Events is potentially available, the Company shall give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies . The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the Company . (b) Defense of Claims . The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee . After notice from the Company to Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise provided below . Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s own expense ; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by the Independent Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Claim) and all Expenses related to such separate counsel shall be borne by the Company . Docusign Envelope ID: 271DD0EF - 3BBD - 4308 - A3E3 - 0A0D495C1C06

4937 - 3604 - 5896.1 8. Procedure upon Application for Indemnification . In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the Company a written request therefor, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Claim, provided that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney - client privilege . Indemnification shall be made insofar as the Company determines Indemnitee is entitled to indemnification in accordance with Section 9 below . 9. Determination of Right to Indemnification . (a) Mandatory Indemnification; Indemnification as a Witness. (i) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 3 to the fullest extent allowable by law . (ii) To the extent that Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent allowable by law . (b) Standard of Conduct . To the extent that the provisions of Section 9 (a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Wyoming law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “ Standard of Conduct Determination ”) shall be made as follows : (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee ; and (ii) if a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee . The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance Docusign Envelope ID: 271DD0EF - 3BBD - 4308 - A3E3 - 0A0D495C1C06

4937 - 3604 - 5896.1 to Indemnitee, within thirty ( 30 ) calendar days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination . (c) Making the Standard of Conduct Determination . The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 9 (b) to be made as promptly as practicable . If the person or persons designated to make the Standard of Conduct Determination under Section 9 (b) shall not have made a determination within thirty ( 30 ) calendar days after the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 8 (the date of such receipt being the “ Notification Date ”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct ; provided that such 30 - calendar day period may be extended for a reasonable time, not to exceed an additional thirty ( 30 ) calendar days, if the person or persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto . Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim . (d) Payment of Indemnification . If, in regard to any Losses: (i) Indemnitee shall be entitled to indemnification pursuant to Section 9(a) ; (ii) no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or (iii) Indemnitee has been determined or deemed pursuant to Section 9(b) or Section 9(c) to have satisfied the Standard of Conduct Determination, then the Company shall pay to Indemnitee, within five ( 5 ) days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses . (e) Selection of Independent Counsel for Standard of Conduct Determination . If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 9 (b)(i), the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him/her of the identity of the Independent Counsel so selected . If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 9 (b)(ii) , the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected . In either case, Indemnitee or the Company, as applicable, may, within five ( 5 ) days receiving written notice of selection from the other, deliver to the other a written objection to such selection ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so Docusign Envelope ID: 271DD0EF - 3BBD - 4308 - A3E3 - 0A0D495C1C06

4937 - 3604 - 5896.1 selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1 (i) , and the objection shall set forth with particularity the factual basis of such assertion . Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel . If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit ; and (ii) the non - objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences, the introductory clause of this sentence and numbered clause (i) of this sentence shall apply to such subsequent selection and notice . If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections . If no Independent Counsel that is permitted under the foregoing provisions of this Section 9 (e) to make the Standard of Conduct Determination shall have been selected within twenty ( 20 ) calendar days after the Company gives its initial notice pursuant to the first sentence of this Section 9 (e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 9 (e) , as the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State of Wyoming (“ Wyoming Court ”) to resolve any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by the Court or such other person as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel . In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 9 (b) . (f) Presumptions and Defenses. (i) Indemnitee’s Entitlement to Indemnification . In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled . Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Wyoming Court . No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct . (ii) Reliance as a Safe Harbor . For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best Docusign Envelope ID: 271DD0EF - 3BBD - 4308 - A3E3 - 0A0D495C1C06

4937 - 3604 - 5896.1 interests of the Company if Indemnitee’s actions or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company . In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder . (iii) No Other Presumptions . For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted . (iv) Defense to Indemnification and Burden of Proof . It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed . In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company . (v) Resolution of Claims . The Company acknowledges that a settlement or other disposition short of final judgment may be successful on the merits or otherwise for purposes of Section 9 (a)(i) if it permits a party to avoid expense, delay, distraction, disruption and uncertainty . In the event that any Claim relating to an Indemnifiable Event to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with our without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise for purposes of Section 9 (a)(i) . The Company shall have the burden of proof to overcome this presumption . 10. Exclusions from Indemnification . Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except : Docusign Envelope ID: 271DD0EF - 3BBD - 4308 - A3E3 - 0A0D495C1C06

4937 - 3604 - 5896.1 (i) proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous) ; or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings . (a) indemnify Indemnitee if a final decision b y a court of competent jurisdiction determines that such indemnification is prohibited b y applicable law . (b) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16 (b) of the Exchange Act, or any similar successor statute . (c) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive - based or equity - based compensation previously received by Indemnitee, or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes - Oxley Act of 2002 in connection with an accounting restatement of the Company or under any clawback policy adopted by the Company to comply with Rule 10 D - 1 under the Exchange Act and applicable stock exchange listing requirements, or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Sarbanes - Oxley Act) . 11. Settlement of Claims . The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim related to an Indemnifiable Event effected without the Company’s prior written consent, which shall not be unreasonably withheld . The Company shall not settle any Claim related to an Indemnifiable Event in any manner that would impose any Losses on the Indemnitee without the Indemnitee’s prior written consent . 12. Duration . All agreements and obligations of the Company contained herein shall continue during the period that Indemnitee is a director or officer of the Company (or is serving at the request of the Company as a director, officer, employee, member, trustee or agent of another Enterprise) and shall continue thereafter (i) so long as Indemnitee may be subject to any possible Claim relating to an Indemnifiable Event (including any rights of appeal thereto) and (ii) throughout the pendency of any proceeding (including any rights of appeal thereto) commenced by Indemnitee to enforce or interpret his or her rights under this Agreement, even if, in either case, he or she may have ceased to serve in such capacity at the time of any such Claim or proceeding . 13. Non - Exclusivity . The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, the General Corporation Law of the State of Wyoming, any other contract or otherwise (collectively, “ Other Indemnity Provisions ”) ; provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Docusign Envelope ID: 271DD0EF - 3BBD - 4308 - A3E3 - 0A0D495C1C06

4937 - 3604 - 5896.1 Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder . 14. Liability Insurance . For the duration of Indemnitee’s service as a director/officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in effect policies of directors’ and officers’ liability insurance providing coverage that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance . In all policies of directors’ and officers’ liability insurance maintained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company’s directors, if Indemnitee is a director, or of the Company’s officers, if Indemnitee is an officer (and not a director) by such policy . Upon request, the Company will provide to Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials . 15. No Duplication of Payments . The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder . 16. Subrogation . In the event of payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee . Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights . 17. Amendments . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto . No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver . Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof . 18. Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives . The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part of the business and/or assets of the Company, by written agreement in form and substances satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and Docusign Envelope ID: 271DD0EF - 3BBD - 4308 - A3E3 - 0A0D495C1C06

4937 - 3604 - 5896.1 to the same extent that the Company would be required to perform if no such succession had taken place. 19. Severability . The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law . Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible . 20. Notices . All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, by postage prepaid, certified or registered mail : (a) if to Indemnitee, to the address set forth on the signature page hereto. (b) if to the Company, to: Z Squared Inc. Attn : David Halabu 550 South Andrews Ave . # 700 Fort Lauderdale, FL 33301 Notice of change of address shall be effective only when given in accordance with this Section . All notices complying with this Section shall be deemed to have been received on the date of hand delivery or on the third business day after mailing . 21. Governing Law and Forum . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Wyoming applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws . The Company and Indemnitee hereby irrevocably and unconditionally : (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Wyoming Court and not in any other state or federal court in the United States, (b) consent to submit to the exclusive jurisdiction of the Wyoming Court for purposes of any action or proceeding arising out of or in connection with this Agreement, and (c) waive, and agree not to plead or make, any claim that the Wyoming Court lacks venue or that any such action or proceeding brought in the Wyoming Court has been brought in an improper or inconvenient forum . 22. Headings . The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof . 23. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, but all of which together shall constitute one and the same Agreement . Docusign Envelope ID: 271DD0EF - 3BBD - 4308 - A3E3 - 0A0D495C1C06

4937 - 3604 - 5896.1 [SIGNATURE PAGE FOLLOWS] Docusign Envelope ID: 271DD0EF - 3BBD - 4308 - A3E3 - 0A0D495C1C06

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Z SQUARED INC. By: Name: David Halabu Title: Chief Executive Officer and Director INDEMNITEE Name: Adam Sohn Address: 1145 Turkey Point Road, Edgewater, MD 21037 Docusign Envelope ID: 271DD0EF - 3BBD - 4308 - A3E3 - 0A0D495C1C06 4937 - 3604 - 5896.1

EXHIBIT A FORM OF UNDERTAKING TO REPAY ADVANCEMENT OF EXPENSES [DATE] Z Squared Inc. Re: Undertaking to Repay Advancement of Expenses. Dear David Halabu: This undertaking is being provided pursuant to that certain Indemnification Agreement, dated [DATE], by and between Z Squared Inc . , a Wyoming corporation (the “ Company ”), and the undersigned as Indemnitee (the “ Indemnification Agreement ”) . Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indemnification Agreement . Pursuant to the Indemnification Agreement, among other things, I am entitled to the advancement of Expenses paid or incurred in connection with Claims relating to Indemnifiable Events . I have become subject to [DESCRIPTION OF PROCEEDING] (the “Proceeding” ) based on my status as an officer/director of the Company . This undertaking also constitutes notice to the Company of the Proceeding pursuant to Section 7 of the Indemnification Agreement . The following is a brief description of the current status of the Proceeding : [DESCRIPTION OF PROCEEDING] Pursuant to Section 4 of the Indemnification Agreement, the Company can (a) p ay such Expenses o n my behalf, (b) ad v ance funds in an a m ount sufficient to pay such E x pens e s, or (c) reimburse me for such Expe n ses . Pursuant to Section 4 of the Indemnification Agreement, I he r eby request an E x pen s e Advance in connection with the Proceeding . The Expenses for which ad v ances a r e requested a r e as follows : [DESCRIPTION OF EXPENSES] In connection with the request for Expense Advances set out above, I hereby undertake to repay any amounts paid, advanced or reimbursed by the Company for such Expense Advances to the extent that it is ultimately determined that I am not entitled to indemnification . This undertaking shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to the principles of conflicts of laws thereof . [SIGNATURE PAGE FOLLOWS] Very truly yours, Docusign Envelope ID: 271DD0EF - 3BBD - 4308 - A3E3 - 0A0D495C1C06 4937 - 3604 - 5896.1

EX-10.8 — INDEMNIFICATION AGREEMENT BY AND BETWEEN Z SQUARED AND BRYAN FUERST

EX-10.8

Filename: zsquared_1008.htm · Sequence: 8

Exhibit 10.8

INDEMNIFICATION AGREEMENT This Indemnification Agreement (“ Agreement ”), dated as of June 3 , 2025 , is by and between Z squared Inc . , a Wyoming corporation (the “ Company ”) and Bryan Fuerst (the “ Indemnitee ”) . WHEREAS , Indemnitee is a director and/or officer of the Company ; WHEREAS , both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies ; WHEREAS , the board of directors of the Company (the “ Board ”) has determined that enhancing the ability of the Company to retain and attract as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available ; and WHEREAS , in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued service as a director/officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “ Constituent Documents ”), any change in the composition of the Board or any change in control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section 1 (f) below) to, Indemnitee as set forth in this Agreement and to the extent insurance is maintained for the coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies . NOW, THEREFORE, in consideration of the foregoing and the Indemnitee’s agreement to continue to provide services to the Company, the parties agree as follows : 1. Definitions . For purposes of this Agreement, the following terms shall have the following meanings: (a) “ Beneficial Owner ” has the meaning given to the term “beneficial owner” in Rule 13 d - 3 under the Securities Exchange Act of 1934 , as amended (the “ Exchange Act ”) . (b) “ Change in Control ” means the occurrence after the date of this Agreement of any of the following events : (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50 % or more of the Company’s then outstanding Voting Securities ; (ii) the consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation, all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 20 % of the Docusign Envelope ID: 912AA35A - 0ED3 - 4F1B - AFF8 - 6C745A8295E6

4937 - 3604 - 5896.1 [SIGNATURE PAGE FOLLOWS] Docusign Envelope ID: 912AA35A - 0ED3 - 4F1B - AFF8 - 6C745A8295E6

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Z SQUARED INC. By: Name: David Halabu Title: Chief Executive Officer and Director INDEMNITEE Name: Bryan Fuerst Address: 201 Sunnyside Road, Lincroft, NJ 07738 Docusign Envelope ID: 912AA35A - 0ED3 - 4F1B - AFF8 - 6C745A8295E6 4937 - 3604 - 5896.1

EXHIBIT A FORM OF UNDERTAKING TO REPAY ADVANCEMENT OF EXPENSES [DATE] Z Squared Inc. Re: Undertaking to Repay Advancement of Expenses. Dear David Halabu: This undertaking is being provided pursuant to that certain Indemnification Agreement, dated [DATE], by and between Z Squared Inc . , a Wyoming corporation (the “ Company ”), and the undersigned as Indemnitee (the “ Indemnification Agreement ”) . Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indemnification Agreement . Pursuant to the Indemnification Agreement, among other things, I am entitled to the advancement of Expenses paid or incurred in connection with Claims relating to Indemnifiable Events . I have become subject to [DESCRIPTION OF PROCEEDING] (the “Proceeding” ) based on my status as an officer/director of the Company . This undertaking also constitutes notice to the Company of the Proceeding pursuant to Section 7 of the Indemnification Agreement . The following is a brief description of the current status of the Proceeding : [DESCRIPTION OF PROCEEDING] Pursuant to Section 4 of the Indemnification Agreement, the Company can (a) p ay such Expenses o n my behalf, (b) ad v ance funds in an a m ount sufficient to pay such E x pens e s, or (c) reimburse me for such Expe n ses . Pursuant to Section 4 of the Indemnification Agreement, I he r eby request an E x pen s e Advance in connection with the Proceeding . The Expenses for which ad v ances a r e requested a r e as follows : [DESCRIPTION OF EXPENSES] In connection with the request for Expense Advances set out above, I hereby undertake to repay any amounts paid, advanced or reimbursed by the Company for such Expense Advances to the extent that it is ultimately determined that I am not entitled to indemnification . This undertaking shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to the principles of conflicts of laws thereof . [SIGNATURE PAGE FOLLOWS] Very truly yours, Docusign Envelope ID: 912AA35A - 0ED3 - 4F1B - AFF8 - 6C745A8295E6 4937 - 3604 - 5896.1

EX-10.9 — INDEMNIFICATION AGREEMENT BY AND BETWEEN Z SQUARED AND KENNETH COOPER

EX-10.9

Filename: zsquared_1009.htm · Sequence: 9

Exhibit 10.9

INDEMNIFICATION AGREEMENT This Indemnification Agreement (“ Agreement ”), dated as of June 3 , 2025 , is by and between Z squared Inc . , a Wyoming corporation (the “ Company ”) and Kenneth Cooper (the “ Indemnitee ”) . WHEREAS , Indemnitee is a director and/or officer of the Company ; WHEREAS , both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies ; WHEREAS , the board of directors of the Company (the “ Board ”) has determined that enhancing the ability of the Company to retain and attract as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available ; and WHEREAS , in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued service as a director/officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “ Constituent Documents ”), any change in the composition of the Board or any change in control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section 1 (f) below) to, Indemnitee as set forth in this Agreement and to the extent insurance is maintained for the coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies . NOW, THEREFORE, in consideration of the foregoing and the Indemnitee’s agreement to continue to provide services to the Company, the parties agree as follows : 1. Definitions . For purposes of this Agreement, the following terms shall have the following meanings: (a) “ Beneficial Owner ” has the meaning given to the term “beneficial owner” in Rule 13 d - 3 under the Securities Exchange Act of 1934 , as amended (the “ Exchange Act ”) . (b) “ Change in Control ” means the occurrence after the date of this Agreement of any of the following events : (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50 % or more of the Company’s then outstanding Voting Securities ; (ii) the consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation, all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 20 % of the Docusign Envelope ID: 3DC5F43B - 5FC3 - 400B - B506 - 556838C2819E

4937 - 3604 - 5896.1 [SIGNATURE PAGE FOLLOWS] Docusign Envelope ID: 3DC5F43B - 5FC3 - 400B - B506 - 556838C2819E

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Z SQUARED INC. By: Name: David Halabu Title: Chief Executive Officer and Director INDEMNITEE Name: Kenneth Cooper Address: 901 Jack Island Access Road, Hutchinson Island, FL 34949 Docusign Envelope ID: 3DC5F43B - 5FC3 - 400B - B506 - 556838C2819E 4937 - 3604 - 5896.1

EXHIBIT A FORM OF UNDERTAKING TO REPAY ADVANCEMENT OF EXPENSES [DATE] Z Squared Inc. Re: Undertaking to Repay Advancement of Expenses. Dear David Halabu: This undertaking is being provided pursuant to that certain Indemnification Agreement, dated [DATE], by and between Z Squared Inc . , a Wyoming corporation (the “ Company ”), and the undersigned as Indemnitee (the “ Indemnification Agreement ”) . Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indemnification Agreement . Pursuant to the Indemnification Agreement, among other things, I am entitled to the advancement of Expenses paid or incurred in connection with Claims relating to Indemnifiable Events . I have become subject to [DESCRIPTION OF PROCEEDING] (the “Proceeding” ) based on my status as an officer/director of the Company . This undertaking also constitutes notice to the Company of the Proceeding pursuant to Section 7 of the Indemnification Agreement . The following is a brief description of the current status of the Proceeding : [DESCRIPTION OF PROCEEDING] Pursuant to Section 4 of the Indemnification Agreement, the Company can (a) p ay su c h Expenses o n my behalf, (b) ad v ance funds in an a m ount sufficient to pay such E x pens e s, or (c) reimburse me for such Expe n ses . Pursuant to Section 4 of the Indemnification Agreement, I he r eby request an E x pen s e Advance in connection with the Proceeding . The Expenses for which ad v ances a r e requested a r e as follows : [DESCRIPTION OF EXPENSES] In connection with the request for Expense Advances set out above, I hereby undertake to repay any amounts paid, advanced or reimbursed by the Company for such Expense Advances to the extent that it is ultimately determined that I am not entitled to indemnification . This undertaking shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to the principles of conflicts of laws thereof . [SIGNATURE PAGE FOLLOWS] Very truly yours, Docusign Envelope ID: 3DC5F43B - 5FC3 - 400B - B506 - 556838C2819E 4937 - 3604 - 5896.1

EX-10.10 — NDEMNIFICATION AGREEMENT BY AND BETWEEN Z SQUARED AND MICHELLE BURKE

EX-10.10

Filename: zsquared_1010.htm · Sequence: 10

Exhibit 10.10

Z SQUARED INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “ Agreement ”) is made as of February 14 , 2026 , and is between Z Squared Inc . , a Wyoming corporation (the “ Company ”), and Michelle Burke (“ Indemnitee ”) . RECITALS WHEREAS, Indemnitee’s service to the Company substantially benefits the Company; WHEREAS, competent and experienced individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service ; WHEREAS, Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection ; WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law ; and WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s Articles of Incorporation and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall this Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder . NOW, THEREFORE, the Company and Indemnitee do hereby agree as follows: 1. Definitions. (a) “ Corporate Status ” describes the status of a person who is or was a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise . (b) “ Act ” means the Wyoming Business Corporation Act. (c) “ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee . (d) “ Enterprise ” means the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary . (e) “ Expenses ” include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding . Expenses Docusign Envelope ID: E0572559 - 65B6 - 4879 - 9229 - 0AB0BE267041 1 4917 - 5175 - 8135.1

9 4917 - 5175 - 8135.1 23. Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof ; provided , however , that this Agreement is a supplement to and in furtherance of the Company’s Articles of Incorporation and bylaws and applicable law . 24. Modification and Waiver . No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties hereto . No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver . 25. Notices . All notices, requests, demands and other communications under this agreement shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, or (c) mailed by reputable overnight courier and receipted by the party to whom said notice or other communication shall have been directed : (a) If to Indemnitee, at such address as indicated, or such other address as Indemnitee shall provide to the Company. (b) If to the Company to: Z Squared Inc. 550 South Andrews Ave. Ste #700 Fort Lauderdale, FL 33301 or to any other current address as may have been furnished to Indemnitee by the Company. 26. Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the state of Wyoming, without regard to its conflict of laws rules . Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12 (a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the state courts of Wyoming, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the state courts of Wyoming for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the state of Wyoming, Capital Administrations LLC, Cheyenne, Wyoming, as its agent in the state of Wyoming as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the state of Wyoming, (iv) waive any objection to the laying of venue of any such action or proceeding in state courts of Wyoming, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Court has been brought in an improper or inconvenient forum . 27. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement . Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement . Docusign Envelope ID: E0572559 - 65B6 - 4879 - 9229 - 0AB0BE267041

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written. Z SQUARED INC. By: Name: David Halabu Title: CEO INDEMNITEE By: Name: Michelle Burke Title: COO Docusign Envelope ID: E0572559 - 65B6 - 4879 - 9229 - 0AB0BE267041 (Signature Page to Indemnification Agreement) 4917 - 5175 - 8135.1

EX-10.11 — INDEMNIFICATION AGREEMENT BY AND BETWEEN Z SQUARED AND BRIAN COGLEY

EX-10.11

Filename: zsquared_1011.htm · Sequence: 11

Exhibit 10.11

Z SQUARED INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “ Agreement ”) is made as of June 10 , 2025 and is between Z Squared Inc . , a Wyoming corporation (the “ Company ”), and Brian Cogley (“ Indemnitee ”) . RECITALS WHEREAS, Indemnitee’s service to the Company substantially benefits the Company; WHEREAS, competent and experienced individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service ; WHEREAS, Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection ; WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law ; and WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s Articles of Incorporation and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall this Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder . NOW, THEREFORE, the Company and Indemnitee do hereby agree as follows: 1. Definitions. (a) “ Corporate Status ” describes the status of a person who is or was a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise . (b) “ Act ” means the Wyoming Business Corporation Act. (c) “ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee . (d) “ Enterprise ” means the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary . (e) “ Expenses ” include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding . Expenses Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE 1 4899 - 6511 - 5447.1

2 4899 - 6511 - 5447.1 also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond or other appeal bond or their equivalent, and (ii) for purposes of Section 12 (c) , Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company . Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee . (f) “ Proceeding ” means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, a potential party, a non - party witness or otherwise by reason of (i) the fact that Indemnitee is or was a director or officer of the Company, (ii) any action taken by Indemnitee or any action or inaction on Indemnitee’s part while acting as a director or officer of the Company, or (iii) the fact that he or she is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification or advancement of expenses can be provided under this Agreement . (g) Reference to “ other enterprises ” shall include employee benefit plans ; references to “ fines ” shall include any excise taxes assessed on a person with respect to any employee benefit plan ; references to “ serving at the request of the Company ” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries ; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “ not opposed to the best interests of the Company ” as referred to in this Agreement . 2. Indemnity in Third - Party Proceedings . The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor . Pursuant to this Section 2 , Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful . 3. Indemnity in Proceedings by or in the Right of the Company . The Company shall indemnify Indemnitee in a c co r d a nce with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor . Pursuant to this Section 3 , Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Exp e n s es actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with s u ch Proceeding or any claim, issue or matter therein, if Indemnitee acted in g ood faith and in a manner he or she reasonably believed to be in or not op posed to the best interests of the Company . No indemnification for E x pen s es shall be made under this Section 3 in respect of a ny claim, issue or matter as to which Indemnitee shall ha v e been adjudged by a court of competent jurisdiction to be liable to the Company, unless a n d only to the extent that the court in which the Proc e ed i ng was brought shall determine upon application that, despite the adjudication of liability but in view of all the Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

3 4899 - 6511 - 5447.1 circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the shall deem proper. 4. Indemnification for Expenses of a Party Who is Wholly or Partly Successful . To the extent that Indemnitee is a party to or a participant in and is successful (on the merits or otherwise) in defense of any Proceeding or any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith . For purposes of this Section, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter . 5. Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith . 6. Additional Indemnification. (a) Notwithstanding any limitation in Sections 2 , 3 or 4 , the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein . (b) For purposes of Section 6 (a), the meaning of the phrase “ to the fullest extent permitted by applicable law ” shall include, but not be limited to : (i) the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act ; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors . 7. Exclusions . Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any Proceeding (or any part of any Proceeding) : (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid ; (b) for an accounting or disgorgement of profits pursuant to Section 16 (b) of the Securities Exchange Act of 1934 , as amended, or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) ; (c) for any reimbursement of the Company by Indemnitee of any bonus or other incentive - based or equity - based compensation or of any profits realized by Indemnitee from the sale of Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

4 4899 - 6511 - 5447.1 securities of the Company, as required in each case under the Securities Exchange Act of 1934 , as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes - Oxley Act of 2002 (the “ Sarbanes - Oxley Act ”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes - Oxley Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) ; (d) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) otherwise authorized in Section 12 (c) or (iv) otherwise required by applicable law ; or (e) if prohibited by applicable law. 8. Advances of Expenses . The Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than sixty ( 60 ) days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) . Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances . Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company . This Section 8 shall not apply to any claim made by Indemnitee for which indemnity is not permitted under this Agreement . 9. Procedure for Notification and Defense of Claim. (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof . The written notification to the Company shall include, a description of the nature of the Proceeding and the facts underlying the Proceeding . The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company . (b) If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the respective policies . The Company shall thereafter take all reasonably necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies . (c) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate . Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

5 4899 - 6511 - 5447.1 (d) The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the Company’s prior written consent, which shall not be unreasonably withheld . (e) The Company shall have the right to settle any Proceeding (or any part thereof) without the consent of Indemnitee . 10. Procedure upon Application for Indemnification. (a) To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding . The Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the board of directors that Indemnitee has requested indemnification . (b) Upon written request by Indemnitee for indemnification pursuant to Section 10 (a) , a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Company’s board of directors, by the stockholders of the Company . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten ( 10 ) days after such determination . Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination . Any costs or expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law . 11. Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10 (a) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by such person, persons or entity of any determination contrary to that presumption . (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful . Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

6 4899 - 6511 - 5447.1 (c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee of the board of directors . The provisions of this Section 11 (c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement . (d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement . 12. Remedies of Indemnitee. (a) Subject to Section 12 (d), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12 (c) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10 of this Agreement within ninety ( 90 ) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification pursuant to this Agreement is not made (A) within ten ( 10 ) days after a determination has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4 , 5 and 12 (c) of this Agreement, within thirty ( 30 ) days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his or her entitlement to such indemnification or advancement of Expenses . Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association . Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12 (a) ; provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 4 of this Agreement . The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration in accordance with this Agreement . (b) Neither (i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, independent counsel or stockholders to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct . In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination . In any judicial proceeding or arbitration commenced pursuant to this Section 12 , the Company shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be . Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

7 4899 - 6511 - 5447.1 (c) The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than sixty ( 60 ) days, after receipt by the Company of a written request therefor) advance such Expenses to Indemnitee that are incurred by Indemnitee in connection with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful in such action and to the extent not prohibited by law . (d) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required to be made prior to the final disposition of the Proceeding . 13 . Contribution . To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and transaction(s) giving rise to such Proceeding ; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such event(s) and transaction(s) . 14. Non - exclusivity . The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s Articles of Incorporation or bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise . No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal . To the extent that a change in Wyoming law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s Articles of Incorporation and bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change, subject to the restrictions expressly set forth herein or therein . Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise . The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy . 15. No Duplication of Payments . The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise . 16. Insurance . To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, trustees, general partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee shall be covered by such policy or policies to the same extent as the most favorably - insured persons under such policy or policies in a comparable position . 17. Subrogation . In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

8 4899 - 6511 - 5447.1 all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. 18. Services to the Company . Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company, as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation . Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position . This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee . Indemnitee specifically acknowledges that any employment with the Company (or any of its subsidiaries or any Enterprise) is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided in any executed, written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), any existing formal severance policies adopted by the Company’s board of directors or, with respect to service as a director or officer of the Company, the Company’s Articles of Incorporation or bylaws or the Act . 19. Duration . This Agreement shall continue until and terminate upon the later of (a) ten ( 10 ) years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable ; or (b) one ( 1 ) year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto . 20. Successors . This Agreement shall be binding upon the Company and its successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators . The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place . 21. Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever : (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law ; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto ; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby . 22. Enforcement . The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company . Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

9 4899 - 6511 - 5447.1 23. Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof ; provided , however , that this Agreement is a supplement to and in furtherance of the Company’s Articles of Incorporation and bylaws and applicable law . 24. Modification and Waiver . No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties hereto . No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver . 25. Notices . All notices, requests, demands and other communications under this agreement shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, or (c) mailed by reputable overnight courier and receipted by the party to whom said notice or other communication shall have been directed : (a) If to Indemnitee, at such address as indicated, or such other address as Indemnitee shall provide to the Company. (b) If to the Company to: Z Squared Inc. 500 Andrews Ave. Fort Lauderdale, FL 33301 or to any other current address as may have been furnished to Indemnitee by the Company. 26. Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the state of Wyoming, without regard to its conflict of laws rules . Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12 (a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the state courts of Wyoming, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the state courts of Wyoming for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the state of Wyoming, Capital Administrations LLC, Cheyenne, Wyoming, as its agent in the state of Wyoming as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the state of Wyoming, (iv) waive any objection to the laying of venue of any such action or proceeding in state courts of Wyoming, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Court has been brought in an improper or inconvenient forum . 27. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement . Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement . Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

10 4899 - 6511 - 5447.1 28. Captions. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. ( signature page follows) Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written. Z SQUARED INC. ( Signature ) Name: David Halabu Title: CEO INDEMNITEE ( Signature ) Name: Brian Cogley Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE (Signature Page to Indemnification Agreement) 4899 - 6511 - 5447.1

EX-10.12 — EMPLOYMENT AGREEMENT BY AND BETWEEN Z SQUARED AND DAVID HALABU

EX-10.12

Filename: zsquared_1012.htm · Sequence: 12

Exhibit 10.12

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT

AGREEMENT (the “Agreement”), dated as of March 18, 2025 (the “Effective

Date”), is made by and between Z SQUARED INC., a Wyoming corporation (together with its successors and assigns, the “Company”),

and David Halabu (the “Executive”).

WHEREAS, the Company

desires to employ the Executive on the terms and conditions set forth herein; and

WHEREAS, the Executive

desires to be employed by the Company on such terms and conditions.

NOW, THEREFORE, in

consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

Employment and Term.

(a)

Effective as of the Effective Date, the Company shall employ the Executive, and the Executive accepts such employment by the Company,

upon the terms and conditions set forth herein.

(b)

Subject to the remainder of this Section and the provisions for termination hereinafter provided in Section 5, the term of the

Executive’s employment hereunder shall be from the Effective Date through termination in accordance with Section 5 herein (the “Employment

Period”). For the avoidance of doubt, the Employment Period shall not include any Severance Period (as hereinafter defined).

Duties.

(a)

Throughout the Employment Period, the Executive shall be the Chief Executive Officer of the Company reporting directly to the Board

of Directors of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position

in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable

to him. The Executive shall undertake such travel as is reasonably required for his duties hereunder.

(b)

Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently

and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates.

(c)

Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that

anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board,

which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations

and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date

of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments

and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere

with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder.

Compensation.

As compensation for his services

to be performed hereunder and for his acceptance of the responsibilities described herein, the Company agrees to pay the Executive, and

the Executive agrees to accept, the following compensation and other benefits:

(a)

Base Salary. Effective as of the Effective Date, and continuing through the end of the Employment Period, the Executive’s

Base Salary shall be a rate of $300,000 per annum, to be paid in periodic installments in accordance with the Company’s customary

payroll practices and applicable wage payment laws. The Compensation Committee of the Board (the “Compensation Committee”)

shall periodically review such Base Salary and may increase or decrease such Base Salary from time to time (but not below the lowest amount

set forth herein), in its sole discretion. After any increase or decrease, the term “Base Salary” shall mean such increased

or decreased amount.

(b)

Annual Bonus. In addition to the Base Salary, subject to the approval of the Board, the Executive shall be entitled to an

annual bonus in the form of restricted stock units (RSUs) having a grant date fair market value equal to four times (4x) the Executive’s

then-current Base Salary, which as of the Effective Date equates to $1,200,000. Such RSUs shall vest in equal quarterly installments over

a one-year period from the date of grant, subject to the Executive’s continued employment with the Company on each applicable vesting

date. The RSUs shall otherwise be subject to the terms and conditions of the Company’s equity incentive plan and applicable award

agreement(s), which shall in all cases govern the terms of the award and be incorporated into this Agreement.

(c)

Annual Performance Bonus. Subject to the approval of the Board, the Executive shall be eligible to earn an annual performance-based

bonus comprised of RSUs having a grant date fair market value equal to four times (4x) the Executive’s then-current Base Salary,

which as of the Effective Date equates to $1,200,000, subject to achievement of the following performance condition: the Company must

maintain operational uptime of at least 95% (i.e., 5% or less downtime) during the applicable fiscal year, as determined in good faith

by the Board or the Compensation Committee. If the performance condition is satisfied, such RSUs shall vest in full on the one-year anniversary

of the applicable fiscal year end, subject to the Executive’s continued employment on the vesting date. The RSUs shall otherwise

be governed by the Company’s equity incentive plan and award agreement(s), which shall in all cases govern the terms of the award

and be incorporated into this Agreement.

(d)

Stock Appreciation Bonus. Subject to the approval of the Board, the Executive shall be granted, as of the Effective Date,

an option to purchase 500,000 shares of the Company’s common stock, at an exercise price equal to the fair market value of the Company’s

common stock on the Effective Date (the “Appreciation Options”). The Appreciation Options shall vest in full upon the

date on which the fair market value of the Company’s common stock increases by fifty percent (50%) above the value on the Effective

Date, as determined by the Board in its reasonable discretion. The Appreciation Options shall remain exercisable for a period of ten (10)

years from the Effective Date, subject to earlier termination in accordance with the terms of the Company’s equity incentive plan

and the applicable award agreement(s), which shall in all cases govern the terms of the award and be incorporated into this Agreement.

(e)

Equity Awards. The Compensation Committee may, in its sole discretion, grant Executive additional equity awards from time

to time under the Company’s equity incentive plans.

(f)

Benefit Plans. During the Employment Period and as provided in Section 5, the Executive shall be entitled to participate

in any and all employee welfare and health benefit plans (including, but not limited to, life insurance, health and medical, dental and

disability plans) and other employee benefit plans, in effect from time to time, on a basis no less favorable than the basis on which

any other senior executive participates, to the extent consistent with applicable law and the terms of the applicable plan; provided that

nothing herein contained shall be construed as requiring the Company to establish or continue any particular benefit plan in discharge

of its obligations hereunder.

(g)

Vacation and Other Benefits. During the Employment Period, the Executive shall be entitled to not less than four weeks of

paid vacation during each calendar year of his employment hereunder and to sick days and other paid time off for religious and personal

reasons, in each case in accordance with the Company’s vacation and paid time off policies and procedures (including with respect

to accrual), as in effect from time to time. The Company shall pay or reimburse all reasonable out-of-pocket business, entertainment and

travel expenses incurred by the Executive during the Employment Period in the performance of his duties and responsibilities, in accordance

with this paragraph and the Company’s expense reimbursement policies and procedures, as in effect from time to time. The Executive

shall submit to the Company periodic statements of all expenses so incurred. Subject to such audits as the Company may deem necessary,

the Company shall reimburse the Executive the full amount of any such expenses advanced by him promptly in the ordinary course. During

the Employment Period, the Executive shall be entitled to such other fringe benefits extended or provided to any other senior executive.

(h)

Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation,

or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which

is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions

and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy

adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Executive Covenants.

(a)

Confidentiality. During the Employment Period and thereafter, Executive shall keep confidential and not divulge any Confidential

Information, or allow any Confidential Information to be disclosed, published, communicated, or made available, in whole or part, to any

person whatsoever. Except as required in the performance of the Executive’s authorized employment duties to the Company, Executive

shall not access or use any Confidential Information, or copy any documents, records, files, media, or other resources containing any

Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the

Company. Nothing herein shall prevent disclosure of Confidential Information (i) in the course of Executive performing Executive’s

duties hereunder or otherwise complying with this Agreement, (ii) with the Company’s prior written consent; (iii) to the extent

that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder;

or (iv) where required to be disclosed by law, regulation, stock exchange rule, court order, subpoena or other government process. If

Executive shall be required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive promptly,

but in no event more than 48 hours after learning of such court order, subpoena or other government process, shall notify the Company

in writing (which may be by e-mail) and, at the Company’s expense, Executive shall: (x) take all reasonably necessary and lawful

steps required by the Company to defend against the enforcement of such court order, subpoena or other government process and (y) permit

the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. “Confidential

Information” means all information concerning the Company not generally known to the public, in spoken, printed, electronic

or any other form or medium, including, without limitation, information relating directly or indirectly to: business processes, practices,

methods, research, techniques, terms of agreements, transactions and potential transactions, know-how, trade secrets, computer programs,

databases, data, technologies, manuals, supplier information, customer information, financial information, employee lists, algorithms,

product plans, designs, inventions, unpublished patent applications, original works of authorship, discoveries, of the Company or its

businesses or any existing or prospective customer, supplier, investor or other associated third party, or of any other person or entity

that has entrusted information to the Company in confidence.

(b)

Documents. All papers, books and records of every kind and description relating to the business and affairs of the Company,

its subsidiaries or its affiliates, whether or not prepared by the Executive are the exclusive property of the Company, and the Executive

shall surrender them to the Company, at any time upon written request of the Board, during or after the Employment Period. Anything to

the contrary notwithstanding, the Executive shall be entitled to retain (i) papers and other materials (including electronic records)

of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars, contact lists and personal

files, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes

may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or if applicable, his termination

of employment, with the Company or any of its subsidiaries or affiliates.

(c)

Cooperation. The Executive hereby agrees to provide reasonable cooperation to the Company, its subsidiaries and affiliates

during the Employment Period and, subject to his other personal and business commitments, any Severance Period, in any litigation, regulatory

action or similar proceeding between the Company, its subsidiaries or affiliates, and third parties.

(d)

Specific Performance. The parties agree that the Company shall, in addition to other remedies provided by law, have the

right and remedy to seek to have the provisions of this Section 4 specifically enforced by any court having equity jurisdiction, it being

acknowledged and agreed that any breach or threatened breach by the Executive of the provisions of this Section 4 will cause irreparable

injury to the Company and that money damages will not provide an adequate remedy to the Company. Nothing contained herein shall be construed

as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery

of damages from the Executive.

(e)

Non-Disparagement. The Executive agrees and covenants that he will not at any time make, publish or communicate to any person

or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company or its businesses,

or any of its employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties. This

Section 4(e) does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot

be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or

an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. The Executive

shall promptly provide written notice of any such order to the Board. The Company agrees and covenants that it shall cause its executive

officers and directors to refrain from making any defamatory or disparaging remarks, comments or statements concerning the Executive to

any third parties.

(f)

Acknowledgement. The Executive agrees and acknowledges that (i) as a result of his current and prior employment with the

Company, Executive has obtained and will obtain Confidential Information; (ii) the Company will suffer substantial damage which will be

difficult to compute if, during the Employment Period or thereafter, Executive should divulge or use any Confidential Information; (iii)

the scope and period of solicitation restrictions set forth herein are fair and reasonable and are reasonably required for the protection

of the Company and its subsidiaries and affiliates, and (iv) the obligations and restrictions contained herein are an integral part of

the consideration motivating the Company to enter into this Agreement. It is the intent of the parties that the covenants contained herein

will be enforced to the fullest extent permissible under applicable law. If any particular covenant or portion of these covenants is adjudicated

to be invalid or unenforceable, these covenants will be deemed amended to revise that provision or portion hereof to the minimum extent

necessary to render it enforceable. Such amendment will apply only with respect to the operation of these covenants in the particular

jurisdiction in which such adjudication was made.

Termination of Employment Period.

(a)

Termination Upon Death. If the Executive dies during the Employment Period, the Employment Period and the Executive's employment

hereunder shall automatically terminate. The Executive’s designated beneficiaries (or Executive’s estate in the absence of

any surviving designated beneficiary) shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement

or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance

Bonus earned but not yet paid in accordance with Section 3(b), (iii) reimbursement for business expenses properly incurred by the

Executive in accordance with Section 3(g), and (iv) payment for accrued but unused vacation, and (v) Base Salary for the period commencing

on the date of termination and ending on the expiration of the Initial Period or the then-current Extension Period (the “Remaining

Contract Period”) in accordance with Section 3(a). In addition, the Executive’s designated beneficiary or estate shall

be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or

other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination

payments except as provided herein.

(b)

Termination Upon Disability. If the Executive is deemed to have a Disability (as defined below) during the Employment Period,

the Employment Period and the Executive's employment hereunder may be terminated by the Company, immediately upon written notice to the

Executive. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise

except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned

but not yet paid in accordance with Section 3(b), (iii) reimbursement for business expenses properly incurred by the Executive in

accordance with Section 3(g), and (iv) payment for accrued but unused vacation. The Company shall maintain, at its cost and expense,

a disability insurance policy providing for payment in lieu of compensation for services with coverage customary for similarly situated

executive officers. In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any

applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other

than amounts in the nature of severance or termination payments except as provided herein.

(c)

Termination by the Company for Cause or by the Executive without Good Reason. The Employment Period and the Executive's

employment hereunder may be terminated by the Company for Cause (as defined below), immediately upon written notice to the Executive,

or by the Executive without Good Reason (as defined below), upon not less than thirty (30) days’ written notice to the Company.

The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for,

(i) Base Salary through the date of termination in accordance with Section 3(a), (ii) reimbursement for business expenses properly

incurred by the Executive in accordance with Section 3(g), and (iii) payment for accrued but unused vacation required by law to be

paid as well as unpaid bonuses.

(d)

Termination by the Company without Cause or by Executive for Good Reason. The Employment Period and the Executive's employment

hereunder may be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive,

or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be

entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through

the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with

Section 3(b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (iv) payment

for accrued but unused vacation, and (v) subject to (A) the Executive having executed a general release and waiver in a form reasonably

satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board,

and (C) the Executive complying with the covenants set forth in Section 4, the Base Salary then in effect for a severance period

commencing upon the date of termination and ending three (3) months thereafter (such period, the “Severance Period”)

in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance

with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates,

other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance

Period during which he is entitled to benefits pursuant to this Section, his designated beneficiaries (or his estate in the absence of

any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise

received during the remainder of the Severance Period.

(e)

Termination Upon a Change in Control. If within twelve (12) months after a Change in Control, the Employment Period and

the Executive's employment hereunder are terminated by the Company without Cause or by the Executive for Good Reason pursuant to Section

5(d), in lieu of the amounts due under clause (v) of Section 5(d), subject to (A) the Executive having executed a general release and

waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive

having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, the Company shall pay

the Executive in cash an amount equal to twelve (12) months of the Base Salary of the Executive then in effect, in a lump sum to be paid

as soon as practicable following the effective date of such general release and waiver (but in no event later than thirty (30) days following

such date).

(f)

Disability. For purposes of this Agreement, “Disability” shall mean mental or physical impairment or

incapacity rendering the Executive substantially unable to perform his duties under this Agreement for more than 180 days out of any 365-day

period during the Employment Period. A determination of Disability shall be made by the Compensation Committee in its reasonable discretion.

Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined

in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company

cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third

who shall make such determination in writing.

(g)

Cause. For purposes of this Agreement, “Cause” shall occur upon:

(i)

the Executive having willfully failed to perform his duties under this Agreement (other than any such failure reasonably related

to Executive’s physical or mental illness);

(ii)

the Executive having willfully failed to comply after a written warning to the Executive with a reasonable period of time to comply

with any valid and legal directive of the Board clearly documented in the Board minutes;

(iii)

the Executive’s having materially breached or violated any obligation under this Agreement (where “material”

shall include, but not be limited to, a breach of the Executive’s covenants set forth in Section 4), or any other written agreement

between the Executive and the Company, or any of the Company’s written policies or codes of conduct;

(iv)

the Executive having willfully exposed the Company to criminal liability substantially caused by the Executive which results in

a material adverse effect on the business, financial condition or results of operations of the Company;

(v)

the Executive having engaged in dishonesty, illegal conduct, misconduct or gross negligence related to the Executive’s employment

with the Company (where “dishonest” shall include, but not be limited to, Executive’s knowingly or recklessly making

a material misstatement or omission for Executive’s personal benefit);

(vi)

the Executive having engaged in embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment

with the Company; or

(vii)

the Executive having been convicted of or entered a plea of nolo contendere with respect to a criminal offense constituting a felony

(or state law equivalent).

For purposes of the foregoing, no act or failure

to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive

with the reasonable belief that the Executive’s action or omission was not in the best interests of the Company. Any act or failure

to act that is expressly authorized by the Board pursuant to a resolution duly adopted by the Board, or pursuant to the written advice

of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in the best interests of

the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers

to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board, finding that an

event described in any of clauses (i)-(viii) above has occurred. Except for such an event which, by its nature, cannot reasonably be expected

to be cured, the Executive shall have twenty (20) business days from the delivery of such resolution by the Company within which to cure

any events constituting Cause. The Company may place the Executive on paid leave for up to sixty (60) days while it is determining whether

there is a basis to terminate the Executive’s employment for Cause. Any such action by the Company will not constitute Good Reason.

(h)

Good Reason. For purposes of this Agreement, “Good Reason” shall occur upon:

(i)

a material diminution of the Executive’s duties and responsibilities provided in Section 2 (other than temporarily while

the Executive is physically or mentally incapacitated or as required by applicable law), including, without limitation, the removal of

the Executive as the Chief Financial Officer of the Company;

(ii)

a material increase of Executive’s duties and responsibilities provided in Section 2, of permanent, significant and/or indefinite

duration or anticipated to be of permanent, significant and/or indefinite duration, without a mutually agreed upon material increase in

compensation detailed in Section 3;

(iii)

a material reduction of Base Salary (other than a general reduction in Base Salary that affects all similarly situated executives

in substantially the same proportions);

(iv)

a material breach of this Agreement by the Company; or

(v)

the failure of a successor to all or substantially all of the Company’s business and/or assets to promptly assume and continue

the Company’s obligations under this Agreement, whether contractually or as a matter of law, within fifteen (15) days of such transaction;

provided, however, Good Reason shall

only be deemed to occur if the Executive gives the Company notice that an event described in any of clauses (i)-(vi) above has occurred,

and the Company does not cure the event constituting Good Reason within forty five (45) days following such notice.

(i)

Change in Control. For purposes of this Agreement, a “Change in Control” shall occur if or upon the occurrence

of:

(i)

any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange

Act”) and as used in Section 13(d)(3) and 14(d)(2) of the Exchange Act), is or becomes, after the Effective Date, a “beneficial

owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 50% or more of the

combined voting power of the Company’s outstanding securities eligible to vote for election of directors of the Company;

(ii)

the individuals who, as of the Effective Date of this Agreement, are members of the Board (the “Incumbent Board”),

cease for any reason to constitute at least two-thirds of the Incumbent Board; provided, however, that if either the election

of any new director or the nomination for election of any new director was approved by a vote of more than two-thirds of the Incumbent

Board, such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual

shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened

“Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation

of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”), including by reason of

any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(iii)

consummation of a reorganization, merger or consolidation, sale, disposition of all or substantially all of the assets or stock

or any other similar corporate event of the Company (a “Business Combination”), in each case, unless following such

Business Combination, (a) all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the

Company voting stock entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially

own, directly or indirectly, more than 50% of, respectively, the then outstanding voting securities entitled to vote generally in the

election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation,

a corporation which as a result of such transaction owns the Company’s stock or all or substantially all of its assets either directly

or through one or more subsidiaries) (the “Surviving Corporation”) and (b) the individuals who were members of the

Incumbent Board immediately prior to the execution of the agreement providing for the Business Combination constitute at least a majority

of the members of the Board of Directors of the relevant Surviving Corporation.

(j)

Timing of Payments and Section 409A of the Code. This Agreement is intended to comply with Section 409A of the Internal

Revenue Code of 1986, as amended (the “Code’) or an exemption thereto, and, to the extent necessary in order to avoid the

imposition of an additional tax on the Executive under Section 409A of the Code, payments may only be made under this Agreement upon an

event and in a manner permitted by Section 409A of the Code. As such, notwithstanding anything to the contrary in this Agreement or elsewhere,

if the Executive is a “specified employee” as determined pursuant to Section 409A (“Section 409A”) of the

Code as of the date of his “separation from service” (within the meaning of Final Treasury Regulation 1.409A-1(h)) and if

any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within

the meaning of Section 409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to “additional

tax”, interest or penalties under Section 409A, then any such payment or benefit that is payable during the first six months following

his “separation from service” shall be paid or provided to the Executive in a cash lump-sum, with interest at LIBOR, on the

first business day of the seventh calendar month following the month in which his “separation from service” occurs. If

the Executive dies during the 6-month period prior to the payment of benefits, the amounts the payment of which is deferred on account

of Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 calendar days after

the date of the death. In addition, any payment or benefit due upon a termination of his employment that represents a “deferral

of compensation” within the meaning of Section 409A, to the extent necessary in order to avoid the imposition of any additional

tax on the Executive under Section 409A of the Code, shall only be paid or provided to the Executive upon a “separation from service”.

Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement that is exempt from

Section 409A pursuant to Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the

extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of his second taxable year following

his taxable year in which the “separation from service” occurs. Finally, for the purposes of this Agreement, amounts payable

under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided

in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay

plans”), including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1

through A-6. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. With respect

to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, that constitute

“deferral of compensation” subject to Section 409A, such reimbursement of expenses or provision of in-kind benefits shall

be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one

taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable

year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the

Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense

was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

The Executive and the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable

actions as are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment

to the Executive under Section 409A of the Code. In no event will the Company reimburse the Executive for any taxes that may be imposed

as result of Section 409A of the Code.

(k)

Health Continuation Coverage. If the Employment Period and Executive’s employment hereunder are terminated pursuant

to Sections 5(a), 5(b) or 5(d) and the Executive (or the Executive’s designated beneficiaries or estate) properly and timely elects

health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company

shall reimburse the Executive for the monthly COBRA premium paid by the Executive (or the Executive’s designated beneficiaries or

estate) for the Executive and/or the Executive’s dependents until the earlier of (i) the end of the Remaining Contract Period (in

the case of a termination pursuant to Sections 5(a) or 5(b)) or the end of the Severance Period (in the case of termination pursuant to

Section 5(d)), (ii) the date Executive and/or Executive’s dependents are no longer eligible to receive COBRA continuation coverage,

and (iii) the date on which the Executive and/or Executive’s dependents become eligible to receive substantially similar coverage

from another employer. Any reimbursement for COBRA premiums shall be paid to the Executive (or the Executive’s designated beneficiaries

or estate) on the first (1st) business day of the month immediately following the month in which the Executive (or the Executive’s

designated beneficiaries or estate) timely remits the premium payment. Notwithstanding anything herein to the contrary, if the Company’s

reimbursement of COBRA premiums would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care

Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated

thereunder, the parties agree to reform such obligation in a manner as is necessary to comply with the ACA.

No Mitigation of Damages; No Offset. In the event the employment of the Executive under this Agreement is terminated for any

reason, the Executive shall not be required to seek other employment so as to minimize any obligation of the Company to compensate him

for any damages he may suffer by reason of such termination. In addition, except as expressly set forth herein, the Company or any of

its subsidiaries or affiliates shall not have a right of offset against any payments due to the Executive under this Agreement on account

of any remuneration the Executive receives from subsequent employment.

Insurance. The Company agrees to maintain for the Executive a directors’ and officers’ liability insurance policy

not less favorable than any policy that the Company or any subsidiary or affiliate thereof maintains for its directors and executive officers

in general for a period of six years following the termination of the Executive’s employment.

Section 280G of the Code. If any payment or benefit under this Agreement or otherwise (the “Payments”) constitutes

an “excess parachute payment” within the meaning of Section 280G of the Code, which would be subject (in whole or part) to

the excise tax imposed under Section 4999 of the Code, the Payments shall be reduced so that no part of such Payments constitutes an excess

parachute payment; provided, however, that such reduction shall occur if and only if the net after-tax payment to the Executive

after the reduction is greater than the net after-tax payment without such reduction. For purposes of this Section 8, the Executive shall

be deemed subject to the highest rate with respect to any applicable taxes. In their determinations with respect to this Section 8, the

Company and the Executive may rely on the calculations and analysis by a recognized national accounting firm that the Executive shall

have the right to appoint from the three choices amongst such accounting firms provided by the Company. The Company shall name the three

national accounting firms for the Executive to select promptly and without delay. Any fees and expenses charged by such accounting firm

with respect to calculations and analysis hereunder shall be the obligation of and paid by the Company as they come due, promptly and

without delay. All other reasonable costs, fees and expenses with respect to the subject matter described in this Section 8, including

those incurred to retain legal counsel for the Executive shall be borne by the Company.

No Conflicting Agreements. As of the date of this Agreement, the Executive hereby represents and warrants to the Company that

his entering into this Agreement, and the obligations and duties undertaken by him hereunder, will not conflict with, constitute a breach

of, or otherwise violate the terms of any other employment or other written agreement to which he is a party. The Company represents and

warrants that it is a corporation duly organized and existing under the laws of the State of Wyoming and that execution and delivery of

this Agreement has been duly authorized by all necessary corporate action.

10.

Assignment.

(a)

By the Executive. This Agreement and any obligations hereunder shall not be assigned, pledged, alienated, sold, attached,

encumbered or transferred in any way by the Executive and any attempt to do so shall be void. Notwithstanding the foregoing, the Executive

may transfer his rights and entitlements to compensation and benefits under this Agreement or otherwise pursuant to will, operation of

law or in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries

or affiliates.

(b)

By the Company. Provided the substance of the Executive’s duties set forth in Section 2 shall not change, and provided

that the Executive’s compensation as set forth in Section 3 shall not be adversely affected, the Company may assign or transfer

its rights and obligations under this Agreement, provided that the assignee or transferee is the successor to all or substantially all

of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained

in this Agreement, either contractually or as a matter of law.

(c)

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case

of the Executive) and assigns.

11.

Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled

by arbitration in Broward County, FL before a panel of three arbitrators in accordance with the Commercial Arbitration Rules of the American

Arbitration Association then pertaining. In any such arbitration, one arbitrator shall be selected by each of the parties, and the third

arbitrator shall be selected by the first two arbitrators. The arbitration award shall be final and binding upon the parties and judgment

thereon may be entered in any court having jurisdiction thereof. The arbitrators shall be deemed to possess the powers to issue mandatory

orders and restraining orders in connection with such arbitration; provided, however, that nothing in this Section 11 shall

be construed so as to deny the Company the right and power to seek injunctive relief in a court of equity for any breach or threatened

breach of the Executive of any of his covenants contained in Section 4.

12.

Notices. All notices, requests, demands and other communications hereunder must be in writing and shall be deemed to have been

duly given (i) when delivered personally to the party to receive the same, (ii) when mailed first class postage prepaid, by certified

mail, return receipt requested, or (iii) when transmitted by electronic mail, in each case addressed to the party to receive the same

at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given

in the manner provided for in this Section 12:

If to the Company:

Z Squared Inc.

550 South Andrews Ave. Ste #700

Fort Lauderdale, FL 33301

Email: Legal@ZSquaredInc.com

Attn: Board of Directors

If to the Executive:

To the most

recent home address as indicated in the Company’s records

With a copy to:

BakerHostetler LLP

1900 Avenue of the Stars, Suite 2700

Los Angeles, CA 90067

Email: jrlanis@bakerlaw.com

Attn: JR Lanis

13.

Miscellaneous.

(a)

If any provision of this Agreement shall, for any reason, be adjudicated by any court of competent jurisdiction to be invalid or

unenforceable, such judgment shall not effect, impair or invalidate the remainder of this Agreement but shall be confined in its operation

to the jurisdiction in which made and to the provisions of this Agreement directly involved in the controversy in which such judgment

shall have been rendered.

(b)

No course of dealing and no delay on the part of any party hereto in exercising any right, power or remedy under or relating to

this Agreement shall operate as a waiver thereof or otherwise prejudice such party’s rights, power and remedies. No single or partial

exercise of any rights, powers or remedies under or relating to this Agreement shall preclude any other or further exercise thereof or

the exercise of any other right, power or remedy.

(c)

This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but all

such counterparts shall together constitute one and the same instrument, and all signatures need not appear on any one counterpart.

(d)

All payments required to be made to the Executive by the Company hereunder shall be subject to any applicable withholding under

any applicable Federal, state, or local tax laws. Any such withholding shall be based upon the most recent form W-4 filed by the Executive

with the Company, and the Executive may from time to time revise such filing.

(e)

This Agreement embodies the entire understanding, and supersedes all other oral or written agreements or understandings, between

the parties regarding the subject matter hereof, but excluding, to the extent not expressly modified by the provisions of this Agreement,

any outstanding equity award agreements, any nondisclosed agreement, any “work for hire” or intellectual property assignment

agreement and any indemnification agreement. No change, alteration or modification hereof may be made except in writing signed by both

parties hereto. Any waiver to be effective must be in writing, specifically referencing the provision of this Agreement being waived and

signed by the party against whom enforcement is being sought. Except as otherwise expressly provided herein, there are no other restrictions

or limitations on the Executive’s activities following termination of employment. The headings in this Agreement are for convenience

of reference only and shall not be considered part of this Agreement or limit or otherwise affect the meaning hereof.

(f)

This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the

laws of the state of Florida (disregarding any choice of law rules which might look to the laws of any other jurisdiction).

(g)

Except as otherwise expressly set forth in this Agreement, upon the termination or expiration of the Employment Period, the respective

rights and obligations of the parties shall survive such termination or expiration to the extent necessary to carry out the intentions

of the parties as embodied under this Agreement. This Agreement shall continue in effect until there are no further rights or obligations

of the parties outstanding hereunder and shall not be terminated by either party without the express prior written consent of both parties.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties

hereto have executed and delivered this Agreement as of the day and year first written above.

Z Squared Inc.

By:

/s/ Michelle Burke

Name: Michelle Burke

Title: COO

/s/ David Halabu

David Halabu

EX-10.13 — EMPLOYMENT AGREEMENT BY AND BETWEEN Z SQUARED AND MICHELLE BURKE

EX-10.13

Filename: zsquared_1013.htm · Sequence: 13

Exhibit 10.13

EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “ Agreement ”), dated as of June 25 , 2025 (the “ Effective Date ”), is made by and between Z SQUARED INC . , a Wyoming corporation (the “ Company ”) and Michelle Burke (the “ Executive ”) . WHEREAS , the Company desires to employ the Executive on the terms and conditions set forth herein ; and WHEREAS , the Executive desires to be employed by the Company on such terms and conditions. NOW, THEREFORE , in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows : 1. Employment, Term and Notice . (a) Effective as of the Effective Date, the Company shall employ the Executive, and the Executive accepts such employment by the Company, upon the terms and conditions set forth herein . The Executive’s continuous employment with the Company begins on the Effective Date . There is no probationary period applicable to the employment . (b) The Executive represents and warrants that (i) by entering into this Agreement and performing her duties under it she will not be in breach of any express or implied terms of any contract, court order, undertaking or other obligation binding on her, (ii) she is free to take up the employment, and (iii) she is entitled to work in the UK without any additional approvals and will notify the Board immediately if this changes . The commencement of the employment is subject to the Company receiving from the Executive original documents evidencing the right to work in the UK . (c) Subject to the remainder of this Section and the provisions for termination hereinafter provided in Section 5 , the term of the Executive’s employment hereunder shall be from the Effective Date and shall continue until the third anniversary thereof, unless terminated earlier pursuant to Section 5 of this Agreement (the “ Initial Period ”) ; provided that, on such third anniversary of the Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, an “ Extension Period ”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the Agreement at least 90 days’ prior to the applicable Extension Period (the “ Employment Period ”) . For the avoidance of doubt, the Employment Period shall not include any Severance Period (as hereinafter defined) . (d) In addition to any other rights to terminate, the Company may in its absolute discretion, choose to terminate the employment at any time and make a payment equivalent to the basic salary only (excluding all contractual benefits, including benefits) that would have been payable during the shorter of (i) the minimum period of notice that the Executive would otherwise have been entitled to under this Agreement, and (ii) any unexpired period of notice . The Company is not under an obligation to exercise its right to terminate the employment under this clause . (e) The Company is not under any obligation to provide the Executive with any work and it may revoke any powers the Executive holds on behalf of the Company or any Group Company . The Company may at any time (including but not limited to during the whole or any part of any period of notice given by either party or where the Executive purports to terminate the Appointment in breach of contract) suspend the Executive for such period as the Company will consider necessary ("Garden Leave") . During

Garden Leave the Executive will continue to be an employee of the Company, to be bound by her duties and the terms of this Agreement. 2. Position, Duties and Place of Performance . (a) Position . Throughout the Employment Period, the Executive shall be the Chief Operating Officer of the Company reporting directly to the Chief Executive Officer of the Company (or such other individual as notified to the Executive from time to time by the Board), and shall have all duties and authorities as are customarily exercised by an individual serving in such position in a company similar in the nature, size and business of the Company . The Executive will perform such duties as may be assigned to her from time to time by or with the authority of the Board . The Company reserves the right to make changes to the Executive’s duties and job title . The Executive shall at all times comply with all written Company policies for executive officers as such policies may exist from time to time . The Executive shall also serve as a member of the board of directors of the Company (the “ Board ”) . (b) Duties . Throughout the Employment Period, the Executive shall use her best efforts to perform her duties under this Agreement fully, diligently and faithfully, and shall use her best efforts to promote the interests of the Company . (c) Throughout the Employment Period, Executive shall devote substantially all of her business time to the to the performance of the Executive’s duties hereunder ; provided , however , that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board, which consent will not be unreasonably withheld or delayed, acting or serving as a director on the boards of directors, trustee, committee member, officer, contractor or principal of any type of business entities, trade associations, civic and/or charitable organizations, including, without limitation, the entities where the Executive is acting or serving in such roles or positions on the date of this Agreement (as disclosed to the Board), (ii) engaging in charitable activities and community affairs, (iii) managing her personal and/or family investments and affairs, (iv) purchasing or owning less than five percent ( 5 % ) of the publicly traded securities of any corporation ; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation, and (v) engaging in any other activities approved by the Board ; provided that the activities described above do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder . (d) Throughout the Employment Period, the Executive will not directly or indirectly make preparations to compete with any business carried on by the Company or any group company . (e) Place of Performance . The principal place of the Executive’s employment shall be the Executive’s home office and the Executive shall be permitted to work remotely from the Executive’s residence, currently located in the U . K .; provided that, the Executive may be required to travel on Company business during the Employment Period both within and outside the United Kingdom . It is not envisaged that the Executive will be required to work outside the United Kingdom for more than one month at any one time, but in the event she is required to do so any special provisions relating to the Employment Period will be notified to the Executive separately . (f) Hours of Work . Normal working hours are [please specify] . The Executive is, however, expected to work such additional hours without additional remuneration as the needs of the Company dictate . The Executive agrees that the nature of her position is such that working time cannot be measured and, accordingly, that the employment falls within the scope of Regulation 20 of the Working Time Regulations 1998 . 2 4937 - 5927 - 5585.6

3 4937 - 5927 - 5585.6 (g) Training . The Company provides training and, in some cases, time off work to undertake training, subject to certain eligibility requirements and other conditions . The Company does not require the Executive to undertake compulsory training other than induction training at the start of the Appointment . It reserves the right to require the Executive to undertake such training as it considers necessary, the cost of which will be borne by the Company . 3. Compensation . As compensation for her services to be performed hereunder and for her acceptance of the responsibilities described herein, the Company agrees to pay the Executive, and the Executive agrees to accept, the following compensation and other benefits : (a) Base Salary . Effective as of the Effective Date, and continuing through the end of the Employment Period, the Executive’s Base Salary shall be a rate of $ 250 , 000 per annum, to be paid in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly . The Compensation Committee of the Board (the “ Compensation Committee ”) shall review such Base Salary at least annually, and may increase such Base Salary from time to time during the Employment Period . The Executive’s Base Salary may not be decreased during the Employment Period without the Executive’s consent other than as part of an across - the - board salary reduction that applies in the same manner to all senior executives (but not below the lowest amount set forth herein) . After any increase or decrease, the term “ Base Salary ” shall mean such increased or decreased amount . (b) Annual Bonus . In addition to the Base Salary, subject to the approval of the Board, for each complete year of the Employment Period, the Executive shall be entitled to an annual bonus (the “ Annual Bonus ”) in the form of restricted stock units (RSUs) having a grant date fair market value equal to four times ( 4 x) the Executive’s then - current Base Salary, which as of the Effective Date equates to $ 1 , 000 , 000 . Each such award of RSUs shall vest in equal quarterly installments over a one - year period from the date of grant, subject to the Executive’s continued employment with the Company on each applicable vesting date . The RSUs shall otherwise be subject to the terms and conditions of the Company’s equity incentive plan and applicable award agreement(s), which shall in all cases govern the terms of the award and be incorporated into this Agreement . (c) Annual Performance Bonus . Subject to the approval of the Board, the Executive shall be eligible to earn an annual performance - based bonus (the “ Annual Performance Bonus ”) comprised of RSUs having a grant date fair market value equal to four times ( 4 x) the Executive’s then - current Base Salary, which as of the Effective Date equates to $ 1 , 000 , 000 , subject to achievement of the following performance condition : Except in the event of maintenance, defective equipment or equipment failure, repair work, power curtailment and events of force majeure, the Company’s installed and non - defective mining equipment must maintain an operational uptime average of at least ninety percent ( 90 % ) (i . e . , online and actively hashing with 10 % or less downtime) during the applicable fiscal year . If the performance condition is satisfied, such RSUs shall vest in full on the one - year anniversary of the applicable fiscal year end, subject to the Executive’s continued employment on the vesting date . The RSUs shall otherwise be governed by the Company’s equity incentive plan and award agreement(s), which shall in all cases govern the terms of the award and be incorporated into this Agreement . (d) Equity Awards . The Compensation Committee may, in its sole discretion, grant Executive additional equity awards from time to time under the Company’s equity incentive plans ; provided, however, that during the Employment Period, the Executive shall be entitled to participate in any and all equity incentive plans or any successor plan, as determined by the Compensation Committee, in its

4 4937 - 5927 - 5585.6 discretion, on a basis no less favorable than the basis on which any other senior executive participates, to the extent consistent with applicable law and the terms of the applicable plan. (e) Benefit Plans . During the Employment Period and as provided in Section 5 , the Executive shall be entitled to participate in any and all employee welfare and health benefit plans (including, but not limited to, life insurance, health and medical, dental and disability plans) and other employee benefit plans, in effect from time to time, on a basis no less favorable than the basis on which any other senior executive participates, to the extent consistent with applicable law and the terms of the applicable plan ; provided that nothing herein contained shall be construed as requiring the Company to establish or continue any particular benefit plan in discharge of its obligations hereunder . The Company reserves the right to change all and any benefits plans in its absolute discretion at any time . The Company will not have any liability to pay the Executive any benefit under any benefit plans unless it receives payment from the insurer under the relevant plan . (f) Pension . [Please see margin comments.] (g) Holiday . During the Employment Period, the Executive shall be entitled to 20 days of paid holiday during each calendar year of her employment hereunder in addition to public holidays in England and Wales in accordance with the Company’s vacation policies and procedures (including with respect to accrual), as in effect from time to time . The Executive should take holiday at such time or times as may be agreed in advance by the Board . The Executive may not carry forward any accrued but untaken part of her holiday entitlement to a subsequent holiday year . In the first and final holiday years of the Employment Period, the Executive’s holiday entitlement will be calculated on a pro rata basis and rounded up to the nearest half day . The Executive will be entitled on termination to pay in lieu of any holiday entitlement accrued but untaken during that holiday year . If the Executive has taken holiday in excess of her accrued entitlement, the Company will be entitled to deduct from any sum payable by the Company to the Executive a sum representing the excess holiday taken . One day’s holiday pay will be calculated as 1 / 260 th of the Executive’s base salary . The Company may require the Executive to take all or part of any accrued but untaken holiday entitlement during any period of notice and any period during which she is suspended . (h) Other Paid Leave . The Executive may be eligible for other paid leave under UK law or the Company’s policies, as amended from time to time, provided that the Executive complies with the relevant statutory requirements in order to be entitled to the leave and pay . Any payment made in relation to such leave will be inclusive of any statutory entitlement to which the Executive may be entitled and subject to the terms of the Company’s policies (as amended from time to time at the Company’s discretion) and the Company’s right to change any and all benefit plans at any time . (i) Sickness Absence . If the Executive is absent from work due to an inability to carry out her duties through illness, injury or other medical disorder or condition (“ Incapacity ”), the Executive must notify the Company as soon as practicable on the first day of absence and in the case of absence that is (i) fewer than eight consecutive calendar days, submit to the Company upon her return a certificate of absence which she has completed, and (ii) eight consecutive calendar days or more, submit to the Company without delay a medical certificate signed by a practicising medical practicitioner in respect of the absence after the first week and thereafter every seven days in respect of any continued absence . The Executive may be eligible for ‘Statutory Sick Pay’ in the UK . (j) Expenses . The Company shall pay or reimburse all reasonable out - of - pocket business, entertainment and travel expenses incurred by the Executive during the Employment Period in the performance of her duties and responsibilities, in accordance with this paragraph and the Company’s expense reimbursement policies and procedures, as in effect from time to time . The Executive shall submit

5 4937 - 5927 - 5585.6 to the Company periodic statements of all expenses so incurred . Subject to such audits as the Company may deem necessary, the Company shall reimburse the Executive the full amount of any such expenses advanced by her promptly in the ordinary course . During the Employment Period, the Executive shall be entitled to such other fringe benefits extended or provided to any other senior executive . (k) Phone . During the Employment Period, the Company shall pay or reimburse Executive for mobile phone expenses, and for up to $ 1 , 000 for a down payment and up to $ 300 per month . (l) Relocation Expenses . If, during the Employment Period, the parties mutually agree that the Executive relocate to the U . S . , the Company shall pay, or reimburse the Executive for, all reasonable relocation expenses incurred by the Executive relating to the Executive’s relocation in accordance with the terms of the Company’s relocation policy . If the Executive terminates employment without Good Reason or is terminated by the Company for Cause before the date that is six ( 6 ) months after the date the relocation is completed, the Executive shall be required to repay the Company the gross amount of any relocation expenses paid or reimbursed under this Section 3 (h) and the Company’s relocation policy . (m) Work Visa . As soon as practicable following Executive’s execution of this Agreement, the Company and the Executive agree to cooperate and expend best efforts to obtain a United States work visa that authorizes Executive to provide the services contemplated hereunder for a period of no less than twelve ( 12 ) months . The Company shall provide the Executive with legal representation in connection with Executive’s application for such visa at the Company’s expense . (n) Clawback Provisions . Notwithstanding any other provisions in this Agreement to the contrary, any incentive - based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement) . 4. Executive Covenants . (a) Confidentiality . During the Employment Period and thereafter, Executive shall keep confidential and not divulge any Confidential Information, or allow any Confidential Information to be disclosed, published, communicated, or made available, in whole or part, to any person whatsoever . Except as required in the performance of the Executive’s authorized employment duties to the Company, Executive shall not access or use any Confidential Information, or copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company . Nothing herein shall prevent disclosure of Confidential Information (i) in the course of Executive performing Executive’s duties hereunder or otherwise complying with this Agreement, (ii) with the Company’s prior written consent ; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of her obligations hereunder ; (iv) making a protected disclosure under section 43 A of the Employment Rights Act 1996 , (v) co - operating with or providing information to any body exercising regulatory, supervisory, investigatory or prosecutory functions in the public interest, (vi) reporting an offence to the police or other law enforcement agency and/or co - operating with any criminal investigation or prosecution, whether required by law or voluntarily, (vii) reporting any other matter which you are required by law to report, or discussing any of the matters referred to in this clause with any professional advisers, medical professionals or other health care providers who owe the Executive a duty of confidentiality .

6 4937 - 5927 - 5585.6 . “ Confidential Information ” means all information concerning the Company not generally known to the public, in spoken, printed, electronic or any other form or medium, including, without limitation, information relating directly or indirectly to : business processes, practices, methods, research, techniques, terms of agreements, transactions and potential transactions, know - how, trade secrets, computer programs, databases, data, technologies, manuals, supplier information, customer information, financial information, employee lists, algorithms, product plans, designs, inventions, unpublished patent applications, original works of authorship, discoveries, of the Company or its businesses or any existing or prospective customer, supplier, investor or other associated third party, or of any other person or entity that has entrusted information to the Company in confidence . (b) Documents . All papers, books and records of every kind and description relating to the business and affairs of the Company, its subsidiaries or its affiliates, whether or not prepared by the Executive are the exclusive property of the Company, and the Executive shall surrender them to the Company, at any time upon written request of the Board, during or after the Employment Period . Anything to the contrary notwithstanding, the Executive shall be entitled to retain (i) papers and other materials (including electronic records) of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars, contact lists and personal files, (ii) information showing her compensation or relating to reimbursement of expenses, (iii) information that she reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to her employment, or if applicable, her termination of employment, with the Company or any of its subsidiaries or affiliates . (c) Cooperation . To the extent reasonably requested by the Board, the Executive hereby agrees to provide reasonable cooperation to the Company, its subsidiaries and affiliates during the Employment Period and, subject to her other personal and business commitments, any Severance Period, in connection with any litigation, regulatory action or similar proceeding between the Company, its subsidiaries and affiliates and third parties, relating to matters arising out of the Executive’s service to the Company ; provided that, the Company shall make reasonable efforts to minimize disruption of the Executive’s other activities . The Company shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation and, to the extent that the Executive is required to spend substantial time on such matters, the Company shall compensate the Executive at an hourly rate based on the Executive’s Base Salary at the termination of the Executive’s Employment Period . (d) Specific Performance . The parties agree that the Company shall, in addition to other remedies provided by law, have the right and remedy to seek to have the provisions of this Section 4 specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any breach or threatened breach by the Executive of the provisions of this Section 4 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company . Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Executive . (e) Non - Disparagement . The Executive agrees and covenants that she will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company or its businesses, or any of its employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties . Nothing in this section 4 (e) will prevent the Executive from (i) making a protected disclosure under section 43 A of the Employment Rights Act 1996 , (ii) co - operating with or providing information to any body exercising regulatory, supervisory, investigatory or prosecutory functions in the public interest, (iii) reporting an offence to the police or other law enforcement agency and/or co - operating with any criminal investigation or prosecution, whether required by law or voluntarily, (iv) reporting any other matter which you are required by law to report, or (v) discussing any of the matters referred to in this clause with any professional advisers, medical professionals or other health care providers who owe the Executive a duty

7 4937 - 5927 - 5585.6 of confidentiality. (f) The Company agrees and covenants that it shall cause its executive officers and directors to refrain from making any defamatory or disparaging remarks, comments or statements concerning the Executive to any third parties . (g) Acknowledgement . The Executive agrees and acknowledges that (i) during the Employment Period, Executive will obtain Confidential Information ; (ii) the Company will suffer substantial damage which will be difficult to compute if, during the Employment Period or thereafter, Executive should divulge or use any Confidential Information ; (iii) the scope and period of solicitation restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the Company and its subsidiaries and affiliates, and (iv) the obligations and restrictions contained herein are an integral part of the consideration motivating the Company to enter into this Agreement . It is the intent of the parties that the covenants contained herein will be enforced to the fullest extent permissible under applicable law . If any particular covenant or portion of these covenants is adjudicated to be invalid or unenforceable, these covenants will be deemed amended to revise that provision or portion hereof to the minimum extent necessary to render it enforceable . Such amendment will apply only with respect to the operation of these covenants in the particular jurisdiction in which such adjudication was made . (h) Permitted Communications . Nothing herein prohibits or restricts the Executive (or the Executive’s attorney) from initiating communications directly with, responding to an inquiry from, or providing testimony before the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self - regulatory organization, or any other national, federal or state regulatory authority regarding a possible securities law violation . (i) Disciplinary and Grievance Procedures . The disciplinary rules applicable to the Executive are set out in the Company’s disciplinary procedure . The disciplinary rules set out the procedure applicable to the taking of disciplinary decisions relating to the Executive or to a decision to dismiss the Executive the Executive The disciplinary rules do not form part of the Executive’s terms and conditions of employment . If the Executive is dissatisfied with a disciplinary decision relating to the Executive or to any decision relating to the Executive’s dismissal the Executive should apply in accordance with the procedure set out in the Company's disciplinary rules in writing to the Board . If the Executive wish to seek redress of any grievance relating to the Appointment the Executive should apply in accordance with the procedure set out in the Company's grievance procedure, in writing to the Board . Further details are given in the grievance procedure . (j) Investigations . In the event of, and in connection with, any internal or external investigation into the Executive’s conduct and/or the Company’s affairs, the Executive will cooperate fully with the Company and its internal or external legal and other advisers, and with any members of any competent prosecuting, investigating, administrative, regulatory, governmental or other body of the United Kingdom or any other jurisdiction where the Company carries on business . Such cooperation may include participating in interviews and/or giving written and oral evidence in connection with any proceeding or investigation, as well as surrendering or allowing access to, copying, processing and use of any data and documents in the Executive’s possession or control to the extent permitted by law, including any electronic device on which such data or documents may be stored or held (including by way of example, any mobile telephone, mobile phone, smart phone, tablet, laptop or desktop computer 5. [Termination of Employment Period . (a) Termination Upon Death . If the Executive dies during the Employment Period,

8 4937 - 5927 - 5585.6 the Employment Period and the Executive's employment hereunder shall automatically terminate . The Executive’s designated beneficiaries (or Executive’s estate in the absence of any surviving designated beneficiary) shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3 (a), (ii) a lump sum payment equal to the Annual Bonus and Annual Performance Bonus earned but not yet paid in accordance with Sections 3 (b) and 3 (c), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3 (f), and (iv) payment for accrued but unused vacation, and (v) Base Salary for the period commencing on the date of termination and ending on the expiration of the Initial Period or the then - current Extension Period (the “ Remaining Contract Period ”) in accordance with Section 3 (a) . In addition, the Executive’s designated beneficiary or estate shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein . (b) Termination Upon Disability . If the Executive is deemed to have a Disability (as defined below) during the Employment Period, the Employment Period and the Executive's employment hereunder may be terminated by the Company, immediately upon written notice to the Executive . The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3 (a), (ii) a lump sum payment equal to the Annual Bonus and Annual Performance Bonus earned but not yet paid in accordance with Sections 3 (b) and 3 (c), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3 (f), and (iv) payment for accrued but unused vacation . The Company shall maintain, at its cost and expense, a disability insurance policy providing for payment in lieu of compensation for services with coverage customary for similarly situated executive officers . In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein . (c) Termination by the Company for Cause or by the Executive without Good Reason . The Employment Period and the Executive's employment hereunder may be terminated by the Company for Cause (as defined below), immediately upon written notice to the Executive, or by the Executive without Good Reason (as defined below), upon not less than thirty ( 30 ) days’ written notice to the Company . The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3 (a), (ii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3 (f), and (iii) payment for accrued but unused vacation required by law to be paid as well as unpaid bonuses . (d) Termination by the Company without Cause or by Executive for Good Reason . The Employment Period and the Executive's employment hereunder may be terminated by the Company without Cause, upon not less than thirty ( 30 ) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty ( 30 ) days’ written notice to the Company . The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3 (a), (ii) a lump sum payment equal to the Annual Bonus and Annual Performance Bonus earned but not yet paid in accordance with Sections 3 (b) and 3 (c), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3 (f), (iv) payment for accrued but unused vacation, and (v) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4 , equal installment payments payable in accordance with the Company’s normal payroll practices, but no less

9 4937 - 5927 - 5585.6 frequently than monthly, which are in the aggregate equal to the Base Salary then in effect for a severance period commencing upon the date of termination and ending twelve ( 12 ) months thereafter (such period, the “ Severance Period ”) in accordance with Section 3 (a) . In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein . If the Executive dies during any Severance Period during which she is entitled to benefits pursuant to this Section, her designated beneficiaries (or her estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period . (e) Termination Upon a Change in Control . If within twelve ( 12 ) months after a Change in Control, the Employment Period and the Executive's employment hereunder are terminated by the Company without Cause or by the Executive for Good Reason pursuant to Section 5 (d), in lieu of the amounts due under clause (v) of Section 5 (d), subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4 , the Company shall pay the Executive in cash an amount equal to twelve ( 12 ) months of the Base Salary of the Executive then in effect, and the Annual Bonus and the Annual Performance Bonus for the year in which the termination occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs), in a lump sum to be paid as soon as practicable following the effective date of such general release and waiver (but in no event later than thirty ( 30 ) days following such date) . (f) Disability . For purposes of this Agreement, “ Disability ” shall mean mental or physical impairment or incapacity rendering the Executive substantially unable to perform her duties under this Agreement for more than 180 days out of any 365 - day period during the Employment Period . A determination of Disability shall be made by the Compensation Committee in its reasonable discretion . Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company . If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing . (g) Cause . For purposes of this Agreement, “ Cause ” shall occur upon: (i) the Executive having willfully failed to perform her duties under this Agreement (other than any such failure reasonably related to Executive’s physical or mental illness) ; (ii) the Executive having willfully failed to comply after a written warning to the Executive with a reasonable period of time to comply with any valid and legal directive of the Board clearly documented in the Board minutes ; (iii) the Executive’s having materially breached or materially violated any material obligation under this Agreement (where “material” shall include, but not be limited to, a breach of the Executive’s covenants set forth in Section 4 ), or any other written agreement between the Executive and the Company, or any of the Company’s written policies or codes of conduct ;

10 4937 - 5927 - 5585.6 (iv) the Executive having willfully exposed the Company to criminal liability substantially caused by the Executive which results in a material adverse effect on the business, financial condition or results of operations of the Company ; (v) the Executive having willfully engaged in dishonesty, illegal conduct or misconduct related to the Executive’s employment with the Company (where “dishonesty” shall include, but not be limited to, Executive’s knowingly making a material misstatement or omission for Executive’s personal benefit) which is, in each case, reasonably likely to be materially injurious to the Company ; (vi) the Executive having engaged in gross negligence or dishonesty related to the Executive’s employment with the Company (where “dishonesty” shall include, but not be limited to, Executive’s recklessly making a material misstatement or omission for Executive’s personal benefit) which is, in each case, reasonably likely to be materially injurious to the Company ; (vii) the Executive having engaged in embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company ; or (viii) the Executive having been convicted of or entered a plea of nolo contendere with respect to a criminal offense constituting a felony (or state law equivalent) if such felony or other crime is work - related, materially impairs the Executive’s ability to perform services for the Company, or results in material or financial harm to the Company . For purposes of the foregoing, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive with the reasonable belief that the Executive’s action or omission was not in the best interests of the Company . Any act or failure to act that is expressly authorized by the Board pursuant to a resolution duly adopted by the Board, or pursuant to the written advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in the best interests of the Company . Termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board, finding that the Executive has engaged in the conduct described in any of clauses (i) - (viii) above . Except for such an event which, by its nature, cannot reasonably be expected to be cured, the Executive shall have forty - five ( 45 ) days from the delivery of such resolution by the Company within which to cure any events constituting Cause . The Company may place the Executive on paid leave for up to sixty ( 60 ) days while it is determining whether there is a basis to terminate the Executive’s employment for Cause . Any such action by the Company will not constitute Good Reason . (h) Good Reason . For purposes of this Agreement, “ Good Reason ” shall occur upon: (i) a material diminution of the Executive’s duties and responsibilities provided in Section 2 (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law), including, without limitation, the removal of the Executive as the Chief Operating Officer of the Company ; (ii) a material increase of or adverse change in Executive’s title, authority, duties or responsibilities provided in Section 2 , of permanent, significant and/or indefinite duration or anticipated to be of permanent, significant and/or indefinite duration, without a mutually agreed upon material increase in compensation detailed in Section 3 ;

11 4937 - 5927 - 5585.6 (iii) a material reduction of Base Salary (other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions); (iv) a material breach of this Agreement by the Company or any other material agreement between the Executive and the Company; (v) the failure of a successor to all or substantially all of the Company’s business and/or assets to promptly assume and continue the Company’s obligations under this Agreement, whether contractually or as a matter of law, within fifteen ( 15 ) days of such transaction ; (vi) nonpayment or material reduction in the Executive’s Annual Bonus entitlement or Annual Performance Bonus opportunity; (vii) the Company’s failure to nominate the Executive for election to the Board and to use its best efforts to have the Executive elected and re - elected, as applicable, except where the Executive has voluntarily resigned from the Board ; or (viii) a material adverse change in the reporting structure applicable to the Executive; provided , however , Good Reason shall only be deemed to occur if the Executive gives the Company notice that an event described in any of clauses (i) - (viii) above has occurred, and the Company does not cure the event constituting Good Reason within forty - five ( 45 ) days following such notice . (i) Change in Control . For purposes of this Agreement, a “ Change in Control ” shall occur if or upon the occurrence of: (i) any “person” (as such term is defined in Section 3 (a)( 9 ) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) and as used in Section 13 (d)( 3 ) and 14 (d)( 2 ) of the Exchange Act), is or becomes, after the Effective Date, a “beneficial owner” (as defined in Rule 13 d - 3 under the Exchange Act), directly or indirectly, of securities representing 50 % or more of the combined voting power of the Company’s outstanding securities eligible to vote for election of directors of the Company ; (ii) the individuals who, as of the Effective Date of this Agreement, are members of the Board (the “ Incumbent Board ”), cease for any reason to constitute at least two - thirds of the Incumbent Board ; provided , however , that if either the election of any new director or the nomination for election of any new director was approved by a vote of more than two - thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board ; provided further , however , that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14 a - 11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “ Proxy Contest ”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest ; (iii) consummation of a reorganization, merger or consolidation, sale, disposition of all or substantially all of the assets or stock or any other similar corporate event of the Company (a “ Business Combination ”), in each case, unless following such Business Combination, (a) all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the Company voting stock entitled to vote generally in the election of

12 4937 - 5927 - 5585.6 directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 % of, respectively, the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company’s stock or all or substantially all of its assets either directly or through one or more subsidiaries) (the “ Surviving Corporation ”) and (b) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for the Business Combination constitute at least a majority of the members of the Board of Directors of the relevant Surviving Corporation ; or (iv) the sale of all or substantially all of the Company’s assets.] 6. Insurance . During the Employment Period and for a period of six ( 6 ) years thereafter, the Company or any successor to the Company shall purchase and agrees to maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to the Executive on terms that are no less favorable than any policy and coverage that the Company or any subsidiary or affiliate thereof maintains for its directors and executive officers . 7. No Conflicting Agreements . As of the date of this Agreement, the Executive hereby represents and warrants to the Company that her entering into this Agreement, and the obligations and duties undertaken by her hereunder, will not conflict with, constitute a breach of, or otherwise violate the terms of any other employment or other written agreement to which she is a party . The Company represents and warrants that it is a corporation duly organized and existing under the laws of the State of Wyoming and that execution and delivery of this Agreement has been duly authorized by all necessary corporate action . 8. Assignment . (a) By the Executive . This Agreement and any obligations hereunder shall not be assigned, pledged, alienated, sold, attached, encumbered or transferred in any way by the Executive and any attempt to do so shall be void . Notwithstanding the foregoing, the Executive may transfer her rights and entitlements to compensation and benefits under this Agreement or otherwise pursuant to will, operation of law or in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates . (b) By the Company . Provided the substance of the Executive’s duties set forth in Section 2 shall not change, and provided that the Executive’s compensation as set forth in Section 3 shall not be adversely affected, the Company may assign or transfer its rights and obligations under this Agreement, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law . (c) This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of the Executive) and assigns . 9. Notices . All notices, requests, demands and other communications hereunder must be in writing and shall be deemed to have been duly given (i) when delivered personally to the party to receive the same, (ii) on the third day when mailed first class postage prepaid, by certified mail, return receipt requested, or (iii) when transmitted by electronic mail, in each case addressed to the party to receive the same at her or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in the manner provided for in this Section 12 :

13 4937 - 5927 - 5585.6 If to the Company: Z Squared Inc. 550 South Andrews Ave. Ste #700 Fort Lauderdale, FL 33301 Email: Legal@ZSquaredInc.com Attn: Board of Directors If to the Executive: Michelle Burke 30 Tregarn Close Langstone, Wales NP182JL Email: Shelleburke@gmail.com With a copy to: BakerHostetler LLP 1900 Avenue of the Stars, Suite 2700 Los Angeles, CA 90067 Email: jrlanis@bakerlaw.com Attn: JR Lanis 10. Miscellaneous . (a) If any provision of this Agreement shall, for any reason, be adjudicated by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not effect, impair or invalidate the remainder of this Agreement but shall be confined in its operation to the jurisdiction in which made and to the provisions of this Agreement directly involved in the controversy in which such judgment shall have been rendered . (b) No course of dealing and no delay on the part of any party hereto in exercising any right, power or remedy under or relating to this Agreement shall operate as a waiver thereof or otherwise prejudice such party’s rights, power and remedies . No single or partial exercise of any rights, powers or remedies under or relating to this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy . (c) This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument, and all signatures need not appear on any one counterpart . (d) All payments required to be made to the Executive by the Company hereunder shall be subject to any applicable withholding under any applicable Federal, state, or local tax laws . Any such withholding shall be based upon the most recent form W - 4 filed by the Executive with the Company, and the Executive may from time to time revise such filing . (e) The Executive authorises the Company to deduct from the salary or from any sums due to her from the Company any sums which she may owe to the Company or any Group Company including without limitation any overpayment of salary or expenses, any debt or loans or any other sum or sums which may be required to be authorised under section 13 of the Employment Rights Act 1996 . (f) This Agreement embodies the entire understanding, and supersedes all other oral or written agreements or understandings, between the parties regarding the subject matter hereof, but excluding, to the extent not expressly modified by the provisions of this Agreement, any outstanding equity award agreements, any nondisclosed agreement, any “work for hire” or intellectual property assignment agreement and any indemnification agreement . No change, alteration or modification hereof may be made

14 4937 - 5927 - 5585.6 except in writing signed by both parties hereto . Any waiver to be effective must be in writing, specifically referencing the provision of this Agreement being waived and signed by the party against whom enforcement is being sought . Except as otherwise expressly provided herein, there are no other restrictions or limitations on the Executive’s activities following termination of employment . The headings in this Agreement are for convenience of reference only and shall not be considered part of this Agreement or limit or otherwise affect the meaning hereof . (g) This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales . (h) Except as otherwise expressly set forth in this Agreement, upon the termination of the Employment Period, the respective rights and obligations of the parties shall survive such termination to the extent necessary to carry out the intentions of the parties as embodied under this Agreement . This Agreement shall continue in effect until there are no further rights or obligations of the parties outstanding hereunder and shall not be terminated by either party without the express prior written consent of both parties . (i) There are no collective agreements applicable to the employment. [Signature Page Follows]

[Signature Page to Executive Employment Agreement] IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first written above. Z Squared Inc. By: Name: David Halabu Title: Chief Executive Officer Michelle Burke

EX-10.14 — EMPLOYMENT AGREEMENT BY AND BETWEEN Z SQUARED AND BRIAN COGLEY

EX-10.14

Filename: zsquared_1014.htm · Sequence: 14

Exhibit 10.14

EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “ Agreement ”), dated as of June 1 1 , 2025 (the “ Effective Date ”), is made by and between Z SQUARED INC . , a Wyoming corporation (together with its successors and assigns, the “ Company ”), and Brian Cogley (the “ Executive ”) . WHEREAS , the Company desires to employ the Executive on the terms and conditions set forth herein ; and WHEREAS , the Executive desires to be employed by the Company on such terms and conditions. NOW, THEREFORE , in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows : 1. Employment and Term . (a) Effective as of the Effective Date, the Company shall employ the Executive, and the Executive accepts such employment by the Company, upon the terms and conditions set forth herein . (b) Subject to the remainder of this Section and the provisions for termination hereinafter provided in Section 5 , the term of the Executive’s employment hereunder shall be from the Effective Date through and including June 11 , 2028 (the “ Employment Period ”) . For the avoidance of doubt, the Employment Period shall not include any Severance Period (as hereinafter defined) . 2. Duties . (a) Throughout the Employment Period, the Executive shall be the Chief Financial Officer of the Company reporting directly to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company . The Executive shall at all times comply with all written Company policies applicable to him . The Executive shall undertake such travel as is reasonably required for his duties hereunder . (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates . (c) Executive shall devote substantially all of his business time to the affairs of the Company ; provided , however , that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board, which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board ; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder . Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

2 3. Compensation . As compensation for his services to be performed hereunder and for his acceptance of the responsibilities described herein, the Company agrees to pay the Executive, and the Executive agrees to accept, the following compensation and other benefits : (a) Base Salary . Effective as of the Effective Date, and continuing through the end of the fiscal year 2025 , the Executive’s Base Salary shall be a rate of $ 180 , 000 per annum, to be paid in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws . As of January 1 , 2026 the Executive’s Base Salary shall be a rate of $ 200 , 000 per annum . The Compensation Committee of the Board (the “ Compensation Committee ”) shall periodically review such Base Salary and may increase or decrease such Base Salary from time to time (but not below the lowest amount set forth herein), in its sole discretion . After any increase or decrease, the term “Base Salary” shall mean such increased or decreased amount . (b) Annual Bonus . In addition to the Base Salary, subject to the approval of the Board, the Executive shall be entitled to an annual bonus in the form of restricted stock units (RSUs) having a grant date fair market value equal to one times ( 1 x) the Executive’s then - current Base Salary, which as of the Effective Date equates to $ 180 , 000 . 00 . Such RSUs shall vest in equal quarterly installments over a one - year period from the date of grant, subject to the Executive’s continued employment with the Company on each applicable vesting date . The RSUs shall otherwise be subject to the terms and conditions of the Company’s equity incentive plan and applicable award agreement(s), which shall in all cases govern the terms of the award and be incorporated into this Agreement . (c) Stock Appreciation Bonus . Subject to the approval of the Board, the Executive shall be granted, as of the Effective Date, an option to purchase 100 , 000 shares of the Company’s common stock, at an exercise price equal to the fair market value of the Company’s common stock on the Effective Date (the “ Appreciation Options ”) . The Appreciation Options shall vest in full upon the date on which the fair market value of the Company’s common stock increases by fifty percent ( 50 % ) above the value on the Effective Date, as determined by the Board in its reasonable discretion . The Appreciation Options shall remain exercisable for a period of ten ( 10 ) years from the Effective Date, subject to earlier termination in accordance with the terms of the Company’s equity incentive plan and the applicable award agreement(s), which shall in all cases govern the terms of the award and be incorporated into this Agreement . (d) Equity Awards . The Compensation Committee may, in its sole discretion, grant Executive additional equity awards from time to time under the Company’s equity incentive plans . (e) Benefit Plans . During the Employment Period and as provided in Section 5 , the Executive shall be entitled to participate in any and all employee welfare and health benefit plans (including, but not limited to, life insurance, health and medical, dental and disability plans) and other employee benefit plans, in effect from time to time, on a basis no less favorable than the basis on which any other senior executive participates, to the extent consistent with applicable law and the terms of the applicable plan ; provided that nothing herein contained shall be construed as requiring the Company to establish or continue any particular benefit plan in discharge of its obligations hereunder . (f) Vacation and Other Benefits . During the Employment Period, the Executive shall be entitled to not less than four weeks of paid vacation during each calendar year of his employment hereunder and to sick days and other paid time off for religious and personal reasons, in each case in accordance with the Company’s vacation and paid time off policies and procedures (including with respect to accrual), as in effect from time to time . The Company shall pay or reimburse all reasonable out - of - pocket business, entertainment and travel expenses incurred by the Executive during the Employment Period in Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

3 the performance of his duties and responsibilities, in accordance with this paragraph and the Company’s expense reimbursement policies and procedures, as in effect from time to time . The Executive shall submit to the Company periodic statements of all expenses so incurred . Subject to such audits as the Company may deem necessary, the Company shall reimburse the Executive the full amount of any such expenses advanced by him promptly in the ordinary course . During the Employment Period, the Executive shall be entitled to such other fringe benefits extended or provided to any other senior executive . (g) Mobile Phone . During the Employment Period, the Company shall pay or reimburse Executive for mobile phone expenses, and for up to $ 1 , 000 for a down payment and $ 300 monthly . (h) Clawback Provisions . Notwithstanding any other provisions in this Agreement to the contrary, any incentive - based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement) . 4. Executive Covenants . (a) Confidentiality . During the Employment Period and thereafter, Executive shall keep confidential and not divulge any Confidential Information, or allow any Confidential Information to be disclosed, published, communicated, or made available, in whole or part, to any person whatsoever . Except as required in the performance of the Executive’s authorized employment duties to the Company, Executive shall not access or use any Confidential Information, or copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company . Nothing herein shall prevent disclosure of Confidential Information (i) in the course of Executive performing Executive’s duties hereunder or otherwise complying with this Agreement, (ii) with the Company’s prior written consent ; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder ; or (iv) where required to be disclosed by law, regulation, stock exchange rule, court order, subpoena or other government process . If Executive shall be required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive promptly, but in no event more than 48 hours after learning of such court order, subpoena or other government process, shall notify the Company in writing (which may be by e - mail) and, at the Company’s expense, Executive shall : (x) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such court order, subpoena or other government process and (y) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof . “ Confidential Information ” means all information concerning the Company not generally known to the public, in spoken, printed, electronic or any other form or medium, including, without limitation, information relating directly or indirectly to : business processes, practices, methods, research, techniques, terms of agreements, transactions and potential transactions, know - how, trade secrets, computer programs, databases, data, technologies, manuals, supplier information, customer information, financial information, employee lists, algorithms, product plans, designs, inventions, unpublished patent applications, original works of authorship, discoveries, of the Company or its businesses or any existing or prospective customer, supplier, investor or other associated third party, or of any other person or entity that has entrusted information to the Company in confidence . (b) Documents . All papers, books and records of every kind and description relating to the business and affairs of the Company, its subsidiaries or its affiliates, whether or not prepared by the Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

4 Executive are the exclusive property of the Company, and the Executive shall surrender them to the Company, at any time upon written request of the Board, during or after the Employment Period . Anything to the contrary notwithstanding, the Executive shall be entitled to retain (i) papers and other materials (including electronic records) of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars, contact lists and personal files, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or if applicable, his termination of employment, with the Company or any of its subsidiaries or affiliates . (c) Cooperation . The Executive hereby agrees to provide reasonable cooperation to the Company, its subsidiaries and affiliates during the Employment Period and, subject to his other personal and business commitments, any Severance Period, in any litigation, regulatory action or similar proceeding between the Company, its subsidiaries or affiliates, and third parties . (d) Specific Performance . The parties agree that the Company shall, in addition to other remedies provided by law, have the right and remedy to seek to have the provisions of this Section 4 specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any breach or threatened breach by the Executive of the provisions of this Section 4 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company . Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Executive . (e) Non - Disparagement . The Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company or its businesses, or any of its employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties . This Section 4 (e) does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order . The Executive shall promptly provide written notice of any such order to the Board . The Company agrees and covenants that it shall cause its executive officers and directors to refrain from making any defamatory or disparaging remarks, comments or statements concerning the Executive to any third parties . (f) Acknowledgement . The Executive agrees and acknowledges that (i) as a result of his current and prior employment with the Company, Executive has obtained and will obtain Confidential Information ; (ii) the Company will suffer substantial damage which will be difficult to compute if, during the Employment Period or thereafter, Executive should divulge or use any Confidential Information ; (iii) the scope and period of solicitation restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the Company and its subsidiaries and affiliates, and (iv) the obligations and restrictions contained herein are an integral part of the consideration motivating the Company to enter into this Agreement . It is the intent of the parties that the covenants contained herein will be enforced to the fullest extent permissible under applicable law . If any particular covenant or portion of these covenants is adjudicated to be invalid or unenforceable, these covenants will be deemed amended to revise that provision or portion hereof to the minimum extent necessary to render it enforceable . Such amendment will apply only with respect to the operation of these covenants in the particular jurisdiction in which such adjudication was made . 5. Termination of Employment Period . (a) Termination Upon Death . If the Executive dies during the Employment Period, Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

5 the Employment Period and the Executive's employment hereunder shall automatically terminate . The Executive’s designated beneficiaries (or Executive’s estate in the absence of any surviving designated beneficiary) shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3 (a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3 (b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3 (g), and (iv) payment for accrued but unused vacation, and (v) Base Salary for the period commencing on the date of termination and ending on the expiration of the Initial Period or the then - current Extension Period (the “ Remaining Contract Period ”) in accordance with Section 3 (a) . In addition, the Executive’s designated beneficiary or estate shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein . (b) Termination Upon Disability . If the Executive is deemed to have a Disability (as defined below) during the Employment Period, the Employment Period and the Executive's employment hereunder may be terminated by the Company, immediately upon written notice to the Executive . The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3 (a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3 (b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3 (g), and (iv) payment for accrued but unused vacation . The Company shall maintain, at its cost and expense, a disability insurance policy providing for payment in lieu of compensation for services with coverage customary for similarly situated executive officers . In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein . (c) Termination by the Company for Cause or by the Executive without Good Reason . The Employment Period and the Executive's employment hereunder may be terminated by the Company for Cause (as defined below), immediately upon written notice to the Executive, or by the Executive without Good Reason (as defined below), upon not less than thirty ( 30 ) days’ written notice to the Company . The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3 (a), (ii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3 (g), and (iii) payment for accrued but unused vacation required by law to be paid as well as unpaid bonuses . (d) Termination by the Company without Cause or by Executive for Good Reason . The Employment Period and the Executive's employment hereunder may be terminated by the Company without Cause, upon not less than thirty ( 30 ) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty ( 30 ) days’ written notice to the Company . The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3 (a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3 (b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3 (g), (iv) payment for accrued but unused vacation, and (v) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive complying with the covenants set forth in Section 4 , the Base Salary then in effect for a severance period commencing upon the date of termination and ending three ( 3 ) months thereafter (such period, the “ Severance Period ”) in accordance with Section 3 (a) . In addition, Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

6 the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein . If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section, his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period . (e) Termination Upon a Change in Control . If within twelve ( 12 ) months after a Change in Control, the Employment Period and the Executive's employment hereunder are terminated by the Company without Cause or by the Executive for Good Reason pursuant to Section 5 (d), in lieu of the amounts due under clause (v) of Section 5 (d), subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4 , the Company shall pay the Executive in cash an amount equal to twelve ( 12 ) months of the Base Salary of the Executive then in effect, in a lump sum to be paid as soon as practicable following the effective date of such general release and waiver (but in no event later than thirty ( 30 ) days following such date) . (f) Disability . For purposes of this Agreement, “ Disability ” shall mean mental or physical impairment or incapacity rendering the Executive substantially unable to perform his duties under this Agreement for more than 180 days out of any 365 - day period during the Employment Period . A determination of Disability shall be made by the Compensation Committee in its reasonable discretion . Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company . If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing . (g) Cause . For purposes of this Agreement, “ Cause ” shall occur upon: (i) the Executive having willfully failed to perform his duties under this Agreement (other than any such failure reasonably related to Executive’s physical or mental illness) ; (ii) the Executive having willfully failed to comply after a written warning to the Executive with a reasonable period of time to comply with any valid and legal directive of the Board clearly documented in the Board minutes ; (iii) the Executive’s having materially breached or violated any obligation under this Agreement (where “material” shall include, but not be limited to, a breach of the Executive’s covenants set forth in Section 4 ), or any other written agreement between the Executive and the Company, or any of the Company’s written policies or codes of conduct ; (iv) the Executive having willfully exposed the Company to criminal liability substantially caused by the Executive which results in a material adverse effect on the business, financial condition or results of operations of the Company ; (v) the Executive having engaged in dishonesty, illegal conduct, misconduct or gross negligence related to the Executive’s employment with the Company (where “dishonest” Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

7 shall include, but not be limited to, Executive’s knowingly or recklessly making a material misstatement or omission for Executive’s personal benefit); (vi) the Executive having engaged in embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company; or (vii) the Executive having been convicted of or entered a plea of nolo contendere with respect to a criminal offense constituting a felony (or state law equivalent). For purposes of the foregoing, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive with the reasonable belief that the Executive’s action or omission was not in the best interests of the Company . Any act or failure to act that is expressly authorized by the Board pursuant to a resolution duly adopted by the Board, or pursuant to the written advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in the best interests of the Company . Termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board, finding that an event described in any of clauses (i) - (viii) above has occurred . Except for such an event which, by its nature, cannot reasonably be expected to be cured, the Executive shall have twenty ( 20 ) business days from the delivery of such resolution by the Company within which to cure any events constituting Cause . The Company may place the Executive on paid leave for up to sixty ( 60 ) days while it is determining whether there is a basis to terminate the Executive’s employment for Cause . Any such action by the Company will not constitute Good Reason . (h) Good Reason . For purposes of this Agreement, “ Good Reason ” shall occur upon: (i) a material diminution of the Executive’s duties and responsibilities provided in Section 2 (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law), including, without limitation, the removal of the Executive as the Chief Financial Officer of the Company ; (ii) a material increase of Executive’s duties and responsibilities provided in Section 2 , of permanent, significant and/or indefinite duration or anticipated to be of permanent, significant and/or indefinite duration, without a mutually agreed upon material increase in compensation detailed in Section 3 ; (iii) a material reduction of Base Salary (other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions); (iv) a material breach of this Agreement by the Company; or (v) the failure of a successor to all or substantially all of the Company’s business and/or assets to promptly assume and continue the Company’s obligations under this Agreement, whether contractually or as a matter of law, within fifteen ( 15 ) days of such transaction ; provided , however , Good Reason shall only be deemed to occur if the Executive gives the Company notice that an event described in any of clauses (i) - (vi) above has occurred, and the Company does not cure the event constituting Good Reason within forty five ( 45 ) days following such notice . (i) Change in Control . For purposes of this Agreement, a “ Change in Control ” shall occur if or upon the occurrence of: Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

8 (i) any “person” (as such term is defined in Section 3 (a)( 9 ) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) and as used in Section 13 (d)( 3 ) and 14 (d)( 2 ) of the Exchange Act), is or becomes, after the Effective Date, a “beneficial owner” (as defined in Rule 13 d - 3 under the Exchange Act), directly or indirectly, of securities representing 50 % or more of the combined voting power of the Company’s outstanding securities eligible to vote for election of directors of the Company ; (ii) the individuals who, as of the Effective Date of this Agreement, are members of the Board (the “ Incumbent Board ”), cease for any reason to constitute at least two - thirds of the Incumbent Board ; provided , however , that if either the election of any new director or the nomination for election of any new director was approved by a vote of more than two - thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board ; provided further , however , that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14 a - 11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “ Proxy Contest ”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest ; or (iii) consummation of a reorganization, merger or consolidation, sale, disposition of all or substantially all of the assets or stock or any other similar corporate event of the Company (a “ Business Combination ”), in each case, unless following such Business Combination, (a) all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the Company voting stock entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 % of, respectively, the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company’s stock or all or substantially all of its assets either directly or through one or more subsidiaries) (the “ Surviving Corporation ”) and (b) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for the Business Combination constitute at least a majority of the members of the Board of Directors of the relevant Surviving Corporation . (j) Timing of Payments and Section 409 A of the Code . This Agreement is intended to comply with Section 409 A of the Internal Revenue Code of 1986 , as amended (the “Code’) or an exemption thereto, and, to the extent necessary in order to avoid the imposition of an additional tax on the Executive under Section 409 A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409 A of the Code . As such, notwithstanding anything to the contrary in this Agreement or elsewhere, if the Executive is a “specified employee” as determined pursuant to Section 409 A (“ Section 409 A ”) of the Code as of the date of his “separation from service” (within the meaning of Final Treasury Regulation 1 . 409 A - 1 (h)) and if any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409 A and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to “additional tax”, interest or penalties under Section 409 A, then any such payment or benefit that is payable during the first six months following his “separation from service” shall be paid or provided to the Executive in a cash lump - sum, with interest at LIBOR, on the first business day of the seventh calendar month following the month in which his “separation from service” occurs . If the Executive dies during the 6 - month period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409 A of the Code shall be paid to the personal representative of the Executive’s estate within 60 calendar days after the date of the death . In addition, any payment or benefit due upon a termination of his Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

9 employment that represents a “deferral of compensation” within the meaning of Section 409 A, to the extent necessary in order to avoid the imposition of any additional tax on the Executive under Section 409 A of the Code, shall only be paid or provided to the Executive upon a “separation from service” . Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement that is exempt from Section 409 A pursuant to Final Treasury Regulation 1 . 409 A - 1 (b)( 9 )(v)(A) or (C) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of his second taxable year following his taxable year in which the “separation from service” occurs . Finally, for the purposes of this Agreement, amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409 A to the extent provided in the exceptions in Treasury Regulation Sections 1 . 409 A - 1 (b)( 4 ) (“short - term deferrals”) and (b)( 9 ) (“separation pay plans”), including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1 . 409 A - 1 through A - 6 . Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409 A . With respect to any reimbursement of expenses of, or any provision of in - kind benefits to, the Executive, as specified under this Agreement, that constitute “deferral of compensation” subject to Section 409 A, such reimbursement of expenses or provision of in - kind benefits shall be subject to the following conditions : (a) the expenses eligible for reimbursement or the amount of in - kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in - kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105 (b) of the Code ; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred ; and (c) the right to reimbursement or in - kind benefits shall not be subject to liquidation or exchange for another benefit . The Executive and the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions as are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409 A of the Code . In no event will the Company reimburse the Executive for any taxes that may be imposed as result of Section 409 A of the Code . (k) Health Continuation Coverage . If the Employment Period and Executive’s employment hereunder are terminated pursuant to Sections 5 (a), 5 (b) or 5 (d) and the Executive (or the Executive’s designated beneficiaries or estate) properly and timely elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive (or the Executive’s designated beneficiaries or estate) for the Executive and/or the Executive’s dependents until the earlier of (i) the end of the Remaining Contract Period (in the case of a termination pursuant to Sections 5 (a) or 5 (b) ) or the end of the Severance Period (in the case of termination pursuant to Section 5 (d) ), (ii) the date Executive and/or Executive’s dependents are no longer eligible to receive COBRA continuation coverage, and (iii) the date on which the Executive and/or Executive’s dependents become eligible to receive substantially similar coverage from another employer . Any reimbursement for COBRA premiums shall be paid to the Executive (or the Executive’s designated beneficiaries or estate) on the first ( 1 st) business day of the month immediately following the month in which the Executive (or the Executive’s designated beneficiaries or estate) timely remits the premium payment . Notwithstanding anything herein to the contrary, if the Company’s reimbursement of COBRA premiums would violate the nondiscrimination rules applicable to non - grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform such obligation in a manner as is necessary to comply with the ACA . 6 . No Mitigation of Damages ; No Offset . In the event the employment of the Executive under this Agreement is terminated for any reason, the Executive shall not be required to seek other employment so as to minimize any obligation of the Company to compensate him for any damages he may suffer by reason of such termination . In addition, except as expressly set forth herein, the Company or any Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

10 of its subsidiaries or affiliates shall not have a right of offset against any payments due to the Executive under this Agreement on account of any remuneration the Executive receives from subsequent employment. 7. Insurance . The Company agrees to maintain for the Executive a directors’ and officers’ liability insurance policy not less favorable than any policy that the Company or any subsidiary or affiliate thereof maintains for its directors and executive officers in general for a period of at least six years following the termination of the Executive’s employment . ] 8. Section 280 G of the Code . If any payment or benefit under this Agreement or otherwise (the “ Payments ”) constitutes an “excess parachute payment” within the meaning of Section 280 G of the Code, which would be subject (in whole or part) to the excise tax imposed under Section 4999 of the Code, the Payments shall be reduced so that no part of such Payments constitutes an excess parachute payment ; provided , however , that such reduction shall occur if and only if the net after - tax payment to the Executive after the reduction is greater than the net after - tax payment without such reduction . For purposes of this Section 8 , the Executive shall be deemed subject to the highest rate with respect to any applicable taxes . In their determinations with respect to this Section 8 , the Company and the Executive may rely on the calculations and analysis by a recognized national accounting firm that the Executive shall have the right to appoint from the three choices amongst such accounting firms provided by the Company . The Company shall name the three national accounting firms for the Executive to select promptly and without delay . Any fees and expenses charged by such accounting firm with respect to calculations and analysis hereunder shall be the obligation of and paid by the Company as they come due, promptly and without delay . All other reasonable costs, fees and expenses with respect to the subject matter described in this Section 8 , including those incurred to retain legal counsel for the Executive shall be borne by the Company . 9. No Conflicting Agreements . As of the date of this Agreement, the Executive hereby represents and warrants to the Company that his entering into this Agreement, and the obligations and duties undertaken by him hereunder, will not conflict with, constitute a breach of, or otherwise violate the terms of any other employment or other written agreement to which he is a party . The Company represents and warrants that it is a corporation duly organized and existing under the laws of the State of Wyoming and that execution and delivery of this Agreement has been duly authorized by all necessary corporate action . 10. Assignment . (a) By the Executive . This Agreement and any obligations hereunder shall not be assigned, pledged, alienated, sold, attached, encumbered or transferred in any way by the Executive and any attempt to do so shall be void . Notwithstanding the foregoing, the Executive may transfer his rights and entitlements to compensation and benefits under this Agreement or otherwise pursuant to will, operation of law or in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates . (b) By the Company . Provided the substance of the Executive’s duties set forth in Section 2 shall not change, and provided that the Executive’s compensation as set forth in Section 3 shall not be adversely affected, the Company may assign or transfer its rights and obligations under this Agreement, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law . (c) This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of the Executive) and assigns . Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

11 11. Arbitration . Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Miami, Florida before a panel of three arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining . In any such arbitration, one arbitrator shall be selected by each of the parties, and the third arbitrator shall be selected by the first two arbitrators . The arbitration award shall be final and binding upon the parties and judgment thereon may be entered in any court having jurisdiction thereof . The arbitrators shall be deemed to possess the powers to issue mandatory orders and restraining orders in connection with such arbitration ; provided , however , that nothing in this Section 11 shall be construed so as to deny the Company the right and power to seek injunctive relief in a court of equity for any breach or threatened breach of the Executive of any of his covenants contained in Section 4 . 12. Notices . All notices, requests, demands and other communications hereunder must be in writing and shall be deemed to have been duly given (i) when delivered personally to the party to receive the same, (ii) when mailed first class postage prepaid, by certified mail, return receipt requested, or (iii) when transmitted by electronic mail, in each case addressed to the party to receive the same at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in the manner provided for in this Section 12 : If to the Company: Z Squared Inc. 550 South Andrews Ave. Ste #700 Fort Lauderdale, FL 33301 Email: ifor@zsquaredinc.com Attn: Board of Directors If to the Executive: To the most recent home address as indicated in the Company’s records With a copy to: BakerHostetler LLP 1900 Avenue of the Stars, Suite 2700 Los Angeles, CA 90067 Email: jrlanis@bakerlaw.com Attn: JR Lanis 13. Miscellaneous . (a) If any provision of this Agreement shall, for any reason, be adjudicated by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not effect, impair or invalidate the remainder of this Agreement but shall be confined in its operation to the jurisdiction in which made and to the provisions of this Agreement directly involved in the controversy in which such judgment shall have been rendered . (b) No course of dealing and no delay on the part of any party hereto in exercising any right, power or remedy under or relating to this Agreement shall operate as a waiver thereof or otherwise prejudice such party’s rights, power and remedies . No single or partial exercise of any rights, powers or remedies under or relating to this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy . (c) This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument, and all signatures need not appear on any one counterpart . Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

12 (d) All payments required to be made to the Executive by the Company hereunder shall be subject to any applicable withholding under any applicable Federal, state, or local tax laws . Any such withholding shall be based upon the most recent form W - 4 filed by the Executive with the Company, and the Executive may from time to time revise such filing . (e) This Agreement embodies the entire understanding, and supersedes all other oral or written agreements or understandings, between the parties regarding the subject matter hereof, but excluding, to the extent not expressly modified by the provisions of this Agreement, any outstanding equity award agreements, any nondisclosed agreement, any “work for hire” or intellectual property assignment agreement and any indemnification agreement . No change, alteration or modification hereof may be made except in writing signed by both parties hereto . Any waiver to be effective must be in writing, specifically referencing the provision of this Agreement being waived and signed by the party against whom enforcement is being sought . Except as otherwise expressly provided herein, there are no other restrictions or limitations on the Executive’s activities following termination of employment . The headings in this Agreement are for convenience of reference only and shall not be considered part of this Agreement or limit or otherwise affect the meaning hereof . (f) This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the state of Wyoming (disregarding any choice of law rules which might look to the laws of any other jurisdiction) . (g) Except as otherwise expressly set forth in this Agreement, upon the termination or expiration of the Employment Period, the respective rights and obligations of the parties shall survive such termination or expiration to the extent necessary to carry out the intentions of the parties as embodied under this Agreement . This Agreement shall continue in effect until there are no further rights or obligations of the parties outstanding hereunder and shall not be terminated by either party without the express prior written consent of both parties . [Signature Page Follows] Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first written above. Z Squared Inc. By: Name: Brian Cogley Title: CFO David Halabu Docusign Envelope ID: EEA2307C - 2153 - 4FBC - 84DA - 0515563D97DE [Signature Page to Executive Employment Agreement]

EX-10.15 — FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN Z SQUARED AND BRIAN COGLEY.

EX-10.15

Filename: zsquared_1015.htm · Sequence: 15

Exhibit 10.15

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This First Amendment to Executive Employment Agreement (this "Amendment" ), dated as of April 3, 2026 (the "Amendment Effective Date" ), is entered into by and between Z SQUARED INC. , a Wyoming corporation (together with its successors and assigns, the "Company" ), and Brian Cogley (the "Executive" ). WHEREAS , the Company and the Executive are parties to that certain Executive Employment Agreement, dated as of June 11, 2025 (the "Agreement" ); and WHEREAS , the Company and the Executive desire to amend the Agreement to increase the Base Salary of the Executive as set forth herein. NOW, THEREFORE , in consideration of the mutual covenants, promises, and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows : 1. Amendment to Section 3(a) – Base Salary. Section 3(a) of the Agreement is hereby amended by deleting the sentence "As of January 1, 2026 the Executive's Base Salary shall be a rate of $200,000 per annum." in its entirety and replacing it with the following: "As of January 1, 2026, the Executive's Base Salary shall be a rate of $250,000 per annum , to be paid in periodic installments in accordance with the Company's customary payroll practices and applicable wage payment laws." 2. Full Force and Effect. Except as expressly modified by this Amendment, all terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control. 3. Capitalized Terms. All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement. 4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or digital signatures shall be deemed valid and binding to the same extent as original signatures. 5. Governing Law. Docusign Envelope ID: 2AF99A46 - F6FE - 4241 - 9B94 - A6EDF88DC79F

This Amendment shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. [Signature Page Follows] Docusign Envelope ID: 2AF99A46 - F6FE - 4241 - 9B94 - A6EDF88DC79F

[Signature Page to First Amendment to Executive Employment Agreement] IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date first written above. Z SQUARED INC. By: Name: David Halabu Title: Chief Executive Officer Date: April 3, 2026 EXECUTIVE By: Name: Brian Cogley Title: Chief Financial Officer Date: April 3, 2026 Docusign Envelope ID: 2AF99A46 - F6FE - 4241 - 9B94 - A6EDF88DC79F

EX-21.1 — SUBSIDIARIES OF Z SQUARED INC.

EX-21.1

Filename: zsquared_2101.htm · Sequence: 16

Exhibit 21.1

Subsidiaries of Z Squared Inc.

Z Squared Opco Inc.

Wyoming

GEAR Therapeutics, Inc.

Florida

EX-99.1 — UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

EX-99.1

Filename: zsquared_9901.htm · Sequence: 17

Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Capitalized terms used but not defined herein have the same meanings

ascribed thereto in the Form S-4, as amended, initially filed by Coeptis on May 25, 2025 with the Securities and Exchange Commission (the

“Coeptis Form S-4”).

Introduction

The following unaudited pro forma consolidated

financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended, and is based on the historical financial

information of Coeptis Therapeutics Holdings, Inc., a Delaware corporation (“Coeptis”) adjusted to give effect to the spin

out of certain of its biopharmaceutical operations as described in the Coeptis Form S-4 (the “Spin Out”).

The unaudited pro forma consolidated balance sheet

as of December 31, 2025 has been prepared by including the historical audited consolidated balance sheet of Coeptis, adjusted to reflect

the pro forma effect as if the Spin Out had been consummated on December 31, 2025.

The unaudited pro forma consolidated statement

of operations for the year ended December 31, 2025 and the unaudited pro forma consolidated statement of operations for the year ended

December 31, 2024 have been prepared by including the historical audited consolidated statement of operations of Coeptis, adjusted to

reflect the pro forma effect as if the Spin Out had been consummated on January 1, 2024, the beginning of the earliest period presented.

The unaudited pro forma consolidated financial

information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results

of operations that would have been achieved had the Spin Out occurred on the dates indicated. Further, the unaudited pro forma consolidated

financial information may not be useful in predicting the future financial condition and results of operations of the company. The actual

financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of

factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the

unaudited pro forma consolidated financial information and are subject to change as additional information becomes available and analyses

are performed. This information should be read together with the following:

The accompanying Notes to the unaudited pro forma consolidated financial statements;

the historical audited financial statements of Coeptis as of and for the

year ended December 31, 2025 included in Coeptis’ Annual Report on Form 10-K filed with the SEC on March 19, 2026 (the “2025

Form 10-K”) and the historical audited financial statements of Coeptis as of and for the year ended December 31, 2024 included in

Coeptis’ Annual Report on Form 10-K filed with the SEC on March 28, 2025;

the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2025 Form 10-K, and

other information relating to Coeptis included in the Coeptis Form S-4 and 2025 Form 10-K.

Description of the Spin Out

On April 25, 2025, Coeptis entered into an Agreement

and Plan of Merger, as may be amended from time to time (the “Merger Agreement”) with CP Merger Sub Inc., a Wyoming corporation

and wholly-owned subsidiary of Coeptis (“Merger Sub”), and Z Squared. Pursuant to the Merger Agreement, subject to the terms

and conditions set forth therein, upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”),

(i) Merger Sub will merge with and into Z Squared (the “Merger”) and (ii) Coeptis will immediately prior to the Merger effect

a Spin Out, with Z squared continuing as the surviving corporation in the Merger and becoming a wholly-owned subsidiary of Coeptis. The

Merger was completed on April 24, 2026. Following the Merger, Coeptis changed its name to Z Squared Inc.

In connection with the Spin Out, all of Coeptis’

assets comprising its biopharmaceutical business were assigned and contributed prior to Closing to one or more Spin Out Subsidiaries,

which then spun out to Coeptis’ stockholders of record. GEAR Therapeutics, Inc. is not included in the Spin Out and remains a Subsidiary

of Coeptis following Closing. In consideration of GEAR Therapeutics, Inc. remaining a subsidiary of Coeptis following the Closing, the

Spin Out Sub received 1,000,000 shares of Coeptis Common Stock and an option to acquire GEAR Therapeutics, Inc. in the future for the

fair market value of GEAR Therapeutics, Inc. at the time of exercise (if exercised).

Coeptis Therapeutics Holdings, Inc.

Unaudited Pro Forma Consolidated Balance

Sheets

As of December 31, 2025

(A)

Coeptis (Historical)

Spin-Out Adjustments

Coeptis (Pro Forma)

CURRENT ASSETS

Cash

$ 5,674,302

$ (5,674,302 )

(1)

$ –

Marketable securities

676,596

–

676,596

Interest receivable

7,348

–

7,348

Prepaid assets

991,903

(991,903 )

(1)

–

Total current assets

7,350,149

(6,666,205 )

683,944

PROPERTY AND EQUIPMENT

Cryptocurrency mining machines

–

Furniture and fixtures, net

9,873

(9,873 )

(1)

–

Total property and equipment

9,873

(9,873 )

–

OTHER ASSETS

Investments

7,860,083

(6,610,083 )

(1)

1,250,000

Intangible assets, net

361,250

–

361,250

Co-development rights, net

554,167

–

554,167

Right of use assets, net of accumulated amortization

18,399

(18,399 )

(1)

–

Customer list

–

Goodwill

–

Total other assets

8,793,899

(6,628,482 )

2,165,417

TOTAL ASSETS

$ 16,153,921

$ (13,304,560 )

$ 2,849,361

CURRENT LIABILITIES

Accounts payable

$ 888,755

$ (834,466 )

(1)

$ 54,289

Accrued expenses

41,054

(41,054 )

(1)

–

Advance from affiliate

–

Convertible notes payable, current portion, in default

100,000

(100,000 )

(1)

–

Convertible notes payable, net of debt discount

–

Right of use liability, current portion

18,875

(18,875 )

(1)

–

Customer deposit

599,455

–

599,455

Other current liabilities

120,000

(120,000 )

(1)

–

Total current liabilities

1,768,139

(1,114,395 )

653,744

LONG TERM LIABILITIES

SBA loan payable, net of current portion

150,000

(150,000 )

(1)

–

Derivative liability warrants

167,625

–

167,625

Right of use liability, non-current portion

–

(1)

–

TOTAL LONG TERM LIABILITIES

317,625

(150,000 )

167,625

TOTAL LIABILITIES

2,085,764

(1,264,395 )

821,369

STOCKHOLDERS' EQUITY

Preferred stock

–

Common stock

575

100

(1)

675

Additional paid-in capital

127,201,691

(12,040,265 )

(1)

115,804,695

643,269

(2)

Subscription receivable

(3,686,544 )

–

(3,686,544 )

Common stock subscribed

–

Accumulated deficit

(109,953,728 )

–

(109,953,728 )

TOTAL STOCKHOLDERS' EQUITY - CONTROLLING INTERESTS

13,561,994

(11,396,896 )

2,165,098

TOTAL STOCKHOLDERS EQUITY - NONCONTROLLING INTERESTS

506,163

(643,269 )

(2)

(137,106 )

TOTAL STOCKHOLDERS EQUITY

14,068,157

(12,040,165 )

2,027,992

TOTAL LIABILIITES AND STOCKHOLDERS'

EQUITY

$ 16,153,921

$ (13,304,560 )

$ 2,849,361

Coeptis Therapeutics Holdings, Inc.

Unaudited Pro Forma Consolidated Statement

of Operations

For the year ended December 31,

2025

(B)

Coeptis (Historical)

Spin Out Adjustments

Coeptis (Pro Forma)

SALES

Sales

$ 1,363,045

$ –

$ 1,363,045

Total sales

1,363,045

–

1,363,045

Cost of goods

180,625

–

180,625

Gross profit

1,182,420

–

1,182,420

OPERATING EXPENSES

Research and

development expense

1,277,150

(319,306 )

(3)

957,844

Salary expense

1,687,972

(1,181,580 )

(3)

506,392

Amortization

expense

1,000,000

(1,000,000 )

(3)

–

Professional

services expense

7,792,100

(370,771 )

(3)

7,421,329

Stock based

compensation

1,215,692

–

1,215,692

Selling and

marketing expense

105,000

–

105,000

General and

administrative expenses

1,148,004

(131,122 )

(3)

1,016,882

Total operating

expense

14,225,918

(3,002,779 )

11,223,139

LOSS FROM OPERATIONS

(13,043,498 )

3,002,779

(10,040,719

OTHER INCOME (EXPENSE)

Interest

expense, net

(96,744 )

(269,392 )

(3)

(366,136

Interest

income

116,495

(116,495 )

(3)

–

Amortization

of debt discount

(545,635 )

545,635

(3)

–

Gain on

forfeiture of customer deposit

115,000

–

115,000

Other income

(expense)

7,004

(7,004 )

(3)

–

Unrealized

gain on marketable securities

76,596

–

76,596

Unrealized

loss on investments

(163,500 )

–

(163,500

Gain (loss)

on extinguishment of debt

159,035

–

159,035

Change in

fair value of derivative liabilities

1,098,055

–

1,098,055

TOTAL OTHER

INCOME (EXPENSE), net

766,306

152,744

919,050

LOSS BEFORE

INCOME TAXES

(12,277,192 )

3,155,523

(9,121,669

PROVISION FOR INCOMES TAXES (BENEFIT)

–

NET LOSS

ATTRIBUTABLE TO NON-CONTROLLING INTERESTS

(360,177 )

180,089

(4)

(180,089

NET LOSS

ATTRIBUTABLE TO COMMON STOCKHOLDERS

(11,917,015 )

2,975,435

(8,941,580

NET LOSS

$ (12,277,192 )

$ 3,155,523

$ (9,121,669

Coeptis Therapeutics Holdings, Inc.

Unaudited Pro Forma Consolidated Statement

of Operations

For the year ended December 31, 2024

(C)

Coeptis (Historical)

Spin-Out Adjustments

Coeptis (Pro Forma)

SALES

Sales

–

Total sales

–

Cost of goods

–

Gross Profit

–

OPERATING EXPENSES

Research and development

expense

2,331,548

(2,331,548

)

(3)

–

Salary expense

1,722,050

(1,205,435

)

(3)

516,615

Amortization and depreciation expense

1,000,000

(1,000,000

)

(3)

–

Professional services expense

2,950,271

(332,606

)

(3)

2,617,665

Stock based compensation

1,104,978

–

1,104,978

General and administrative expense

945,641

(105,019

)

(3)

840,622

Total operating

expense

10,054,488

(4,974,608

)

5,079,880

LOSS FROM OPERATIONS

(10,054,488

)

4,974,608

(5,079,880

)

OTHER INCOME (EXPENSE)

Interest expense, net

(396,116

)

332,689

(3)

(63,427

)

Other income

152,109

(152,109

)

(3)

–

Loss on write down of assets

(37,257

)

37,257

(3)

–

Loss on extinguishment of debt

(200,000

)

200,000

(3)

–

Loss on change in fair value of

derivative liabilities

(341,660

)

–

(341,660

)

TOTAL OTHER INCOME (EXPENSE), net

(822,924

)

417,837

(405,087

)

LOSS BEFORE INCOME TAXES

(10,877,412

)

5,392,445

(5,484,967

)

PROVISION FOR INCOME TAXES (BENEFIT)

–

NET LOSS ATTRIBUTABLE TO NON-CONTROLLING

INTEREST

(1,063,811

)

531,906

(4)

(531,906

)

NET LOSS ATTRIBUTABLE TO COMMON

STOCKHOLDERS

(9,813,601

)

4,860,539

(4,953,062

)

NET LOSS

(10,877,412

)

5,392,445

(5,484,967

)

LOSS PER SHARE

Loss per

share, basic and fully diluted

(5.65

)

–

Weighted

average number of common shares outstanding

1,924,639

–

NOTES

TO UNAUDITED PRO FORMA COnsolidated FINANCIAL STATEMENTS

Basis of Presentation

The unaudited pro forma consolidated financial

information has been adjusted to give effect to transaction accounting adjustments related to the Spin Out linking the effects of the

Spin Out to the historical financial information.

The following unaudited pro forma consolidated

financial information presents the financial information of Coeptis adjusted to give effect to the Spin Out as described in the Coeptis

Form S-4. The unaudited pro forma consolidated balance sheet as of December 31, 2025 presents the historical balance sheet of Coeptis

on a pro forma basis assuming the Spin Out had been consummated on December 31, 2025. The unaudited pro forma consolidated statements

of income for the year ended December 31, 2025 and the year ended December 31, 2024 present the historical statements of income of Coeptis

on a pro forma basis assuming the Spin Out as if it had occurred on January 1, 2024, beginning of the earliest period presented.

The unaudited pro forma consolidated financial

information is not necessarily indicative of what the actual results of operations and financial position would have been had the Spin

Out taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position

of Coeptis and they are based on the information available at the time of their preparation. Actual results may differ materially from

the assumptions within the unaudited pro forma consolidated financial information.

The unaudited pro forma consolidated financial

statements are intended to provide information about the impact of the Spin Out as if it had been consummated earlier. In the opinion

of management, all adjustments necessary to present fairly the unaudited pro forma consolidated financial statements have been made.

Adjustment to the Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2025 and the Unaudited Pro Forma Consolidated Statements of Operations for the Year Ended December 31, 2025

(A)

Derived from the audited consolidated balance sheet of Coeptis Therapeutics Holdings, Inc. as of December 31, 2025.

(1)

To reflect the Spin Out of a portion of Coeptis' biopharmaceutical operations. Immediately prior to the closing of the transaction, Coeptis Therapeutics Holdings, Inc. issued 1,000,000 shares of common stock to the Spin Out Sub. These shares and assets and liabilities were contributed to the Spin Out Sub and the shares of this subsidiary were distributed pro rata to all pre-transaction shareholders of Coeptis consistent with The Spin Out Transaction. These asset and liabilities are excluded from the pro forma consolidated balance sheet, which reflect only the continuing operations of the remaining business.

(2)

To reflect the elimination of the divested non-controlling interest and recapitalization of the non-controlling interest at fair value.

Adjustments to the Unaudited Pro Forma Consolidated Statements of Operations for the Year Ended December 31, 2025 and for the Year Ended December 31, 2024

(B)

Derived from the audited consolidated statement of operations of Coeptis Therapeutics Holdings, Inc. for the year ended December 31, 2025.

(C)

Derived from the audited consolidated statement of operations of Coeptis Therapeutics Holdings, Inc. for the year ended December 31, 2024.

(3)

To reflect the removal of historical expenses associated with the divested operations of the Spin Out. These adjustments are based on historical expense allocations and management’s estimates of costs directly attributable to the divested business. The amounts presented are not necessarily indicative of the results that would have occurred had the divestiture taken place at the beginning of the period presented, nor are they necessarily indicative of future results.

(4)

Represents the elimination of the divested non-controlling interest.

UNAUDITED

PRO FORMA SPIN-OUT FINANCIAL INFORMATION

The

following unaudited pro forma carve-out financial information has been prepared in accordance with Article 11 of

Regulation S-X, as amended. The pro forma adjustments are described in the accompanying footnotes.

The unaudited

pro forma carve-out financial statements are intended to provide information about the impact of the divestiture of Spin Out as if the

divestiture had been consummated as of and for the period ended December 31, 2025. In the opinion of management, all adjustments necessary

to present fairly the unaudited pro forma carve-out financial statements have been made.

The Spin

Out Adjustments give effect to the Company’s planned divestiture of substantially all its biopharmaceutical operations assets and

liabilities other than those related to the operations of GEAR Therapeutics, Inc (the “Spin Out”). The unaudited pro forma

carve-out balance sheet as of December 31, 2025 reflects the historical audited consolidated balance sheet of Coeptis Therapeutics Holdings,

Inc. as of December 31, 2025 adjusted to show the impact of the divestiture on Coeptis’ audited balance sheet as if the Spin Out

occurred on the balance sheet date. The unaudited pro forma carve-out statement of operations for the year ended December 31, 2025 reflects

the historical audited consolidated statement of operations of Coeptis Therapeutics Holdings, Inc. for the year ended December 31, 2025

adjusted to show the impact of the divestiture on Coeptis’ audited balance sheet as if the Spin Out occurred on January 1, 2025.

The pro

forma information is presented for illustrative purposes only and does not necessarily reflect the financial position of the Company had

the divestiture actually occurred on that date, nor does it purport to project the future financial position of the Company following

the divestiture. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected

herein due to a variety of factors. The unaudited spin out adjustments represent management’s estimates based on information available

as of the date of the unaudited pro forma carve-out financial information and is subject to change as additional information becomes available

and analyses are performed. This information should be read together with the following:

The accompanying Notes to the unaudited pro forma carve-out financial statements;

the historical audited financial statements of Coeptis as of and for the year ended December 31, 2025 included in the 2025 Form 10-K;

the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2025 Form 10-K and other financial information included elsewhere in the Coeptis Form S-4 and 2025 Form 10-K, and

other information relating to Coeptis included in the Coeptis Form S-4 and 2025 Form 10-K.

Description of the Spin Out

The Merger Agreement contemplates that prior to

the Merger, Coeptis will (i) enter into an assignment and assumption agreement providing for the contribution of substantially all its

biopharmaceutical operations assets and liabilities other than those related to the operations of GEAR Therapeutics, Inc. (such Spin Out

to include its subsidiary SNAP Biosciences, Inc., in which it currently holds an 73% ownership), to “Spin Out”, in exchange

for all the outstanding shares of common stock of Spin Out Sub, (ii) prior to the Merger, consummate the contribution of substantially

all of Coeptis’ biopharmaceutical assets and liabilities other than those related to the operations of GEAR Therapeutics, Inc. to

Spin Out Sub pursuant to the terms of the assignment and assumption agreement; and (iii) prior to the Merger declare, and following and

conditioned upon the Merger, issue a pro rata dividend of all the outstanding shares of common stock of Spin Out Sub to the stockholders

of Coeptis existing on the Record Date. In connection with the Spin Out, Coeptis issued to the Spin Out Sub 1,000,000 shares of Coeptis

Common Stock and executed and delivered to Spin Out Sub an option agreement in mutually agreeable form that (i) grants the Spin Out Sub

a limited time option exercisable in its discretion to acquire GEAR Therapeutics, Inc. for the fair market value of GEAR Therapeutics,

Inc. at the time of exercise, with fair market value to either be mutually agreed between the combined company and Spin Out Sub or, if

there is no mutual agreement on fair market value, as determined by a mutually agreeable independent valuation expert, (ii) becomes exercisable

on the six (6) month anniversary date of the Closing of the Merger, (iii) is exercisable for a period of twenty-four (24) months from

the date on which the option becomes exercisable and (iv) contemplates that the exercise price for the option may be paid at the option

of Spin Out Sub in cash, by return of shares of Coeptis Common Stock based on the value of the Coeptis Common Stock at the time of exercise

of the option, or a combination thereof. Coeptis and Spin Out Sub shall cause the Spin Out transaction to comply with all applicable legal

requirements. The Merger Agreement provides that, effective as of immediately prior to the consummation of the Merger but conditioned

upon consummation of the Merger, Coeptis shall issue the pro rata dividend of outstanding shares of Spin Out Sub to the stockholders of

Coeptis existing as of the record date.

Spin Out Sub

Unaudited Pro Forma Consolidated Carve-out

Balance Sheet

As of December 31, 2025

Coeptis (Historical)

Spin Out Adjustments

Pro Forma Adjusted Carve-out Balance Sheet

CURRENT ASSETS

Cash

$ 5,674,302

$ –

$ 5,674,302

Marketable securities

676,596

(676,596 )

–

Interest receivable

7,348

(7,348 )

–

Prepaid assets

991,903

–

991,903

Total current assets

7,350,149

(683,944 )

6,666,205

PROPERTY AND EQUIPMENT

Furniture and fixtures

25,237

–

25,237

Less: accumulated depreciation

(15,364 )

–

(15,364 )

Furniture and fixtures, net

9,873

–

9,873

OTHER ASSETS

Investments

7,860,083

(1,250,000 )

(1)

6,610,083

Investment in marketable securities

–

16,400,000

(3)

16,400,000

Intangible assets, net

361,250

(361,250 )

(1)

–

Co-development rights, net

554,167

(554,167 )

(1)

–

Right of use assets, net of accumulated amortization

18,399

–

18,399

Total other assets

8,793,899

14,234,583

23,028,482

TOTAL ASSETS

$ 16,153,921

$ 13,550,639

$ 29,704,560

CURRENT LIABILITIES

Accounts payable

$ 888,755

$ (54,289 )

(1)

$ 834,466

Accrued expenses

41,054

–

41,054

Convertible notes payable, in default

100,000

–

100,000

Convertible notes payable, net of debt discount

–

(1)

–

Right of use liability, current portion

18,875

–

18,875

Customer deposit

599,455

(599,455 )

(1)

–

Other current liabilities

120,000

–

120,000

Total current liabilities

1,768,139

(653,744 )

1,114,395

LONG TERM LIABILITIES

SBA loan payable

150,000

–

150,000

Derivative liability warrants

167,625

(167,625 )

(1)

–

Right of use liability, non-current portion

–

TOTAL LONG TERM LIABILITIES

317,625

(167,625 )

150,000

TOTAL LIABILITIES

2,085,764

(821,369 )

1,264,395

Members' Equity

Members' controlling equity

13,561,994

(2,165,098 )

(1)

27,796,896

16,400,000

(3)

Non-controlling interest

506,163

137,106

(1)

643,269

Total members' equity

14,068,157

14,372,008

28,440,165

Total liabilities and members' equity

$ 16,153,921

$ 13,550,639

$ 29,704,560

Spin Out Sub

Unaudited Pro Forma Consolidated Carve

Out Statement of Operations

For the year ended December 31, 2025

Coeptis (Historical)

Spin Out Adjustments

Pro Forma Statement of Operations

SALES

Sales

$ 1,363,045

$ (1,363,045 )

(2)

$ –

Total sales

1,363,045

(1,363,045 )

–

Cost of goods

180,625

(180,625 )

(2)

–

Gross profit

1,182,420

(1,182,420 )

–

COST OF OPERATIONS

Research and development expense

1,277,150

(957,844 )

(2)

319,306

Salary expense

1,687,972

(506,392 )

(2)

1,181,580

Amortization expense

1,000,000

–

1,000,000

Professional services expense

7,792,100

(7,421,329 )

(2)

370,771

Stock based compensation

1,215,692

(1,215,692 )

(2)

–

Selling and marketing expense

105,000

(105,000 )

(2)

–

General and administrative expense

1,148,004

(1,016,882 )

(2)

131,122

Total cost of operations

14,225,918

(11,223,139 )

3,002,779

LOSS FROM OPERATIONS

(13,043,498 )

10,040,719

(3,002,779 )

OTHER INCOME (EXPENSE)

Interest expense, net

(96,744 )

366,136

(2)

269,392

Interest income

116,495

–

116,495

Amortization of debt discount

(545,635 )

–

(545,635 )

Gain on forfeiture of customer deposit

115,000

(115,000 )

(2)

–

Other income (expense)

7,004

–

7,004

Unrealized gain on marketable securities

76,596

(76,596 )

(2)

–

Unrealized loss on investments

(163,500 )

163,500

(2)

–

Gain (loss) on extinguishment of debt

159,035

(159,035 )

(2)

–

Change in fair value of derivative liabilities

1,098,055

(1,098,055 )

(2)

–

TOTAL OTHER INCOME (EXPENSE), net

766,306

(919,050 )

(152,744 )

LOSS BEFORE INCOME TAXES

(12,277,192 )

9,121,669

(3,155,523 )

PROVISION FOR INCOMES TAXES (BENEFIT)

–

NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST

(360,177 )

180,089

(2)

(180,089 )

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

(11,917,015 )

8,941,580

(2,975,435 )

NET LOSS

$ (12,277,192 )

$ 9,121,669

$ (3,155,523 )

NOTES

TO UNAUDITED PRO FORMA CARVE-OUT FINANCIAL INFORMATION

Note 1 – Basis of

Pro Forma Presentation

The unaudited

pro forma consolidated financial statements reflect adjustments made to the Company’s historical financial statements to present

the effects of the divestiture of Spin Out Sub, pursuant to the Merger Agreement. The adjustments are based on preliminary estimates and

assumptions, which are subject to change.

The unaudited

pro forma consolidated carve-out balance sheet as of December 31, 2025 reflects the historical audited consolidated balance sheet of Coeptis

Therapeutics Holdings, Inc. and the divestiture of the Spin Out Sub as of December 31, 2025 on a pro forma basis as if the Spin Out had

been consummated on December 31, 2025.

The unaudited

pro forma consolidated carve-out statement of operations for the year ended December 31, 2025 reflects the historical audited consolidated

statement of operations of Coeptis Therapeutics Holdings, Inc. and the divestiture of the Spin Out Sub for the year ended December 31,

2025 on a pro forma basis as if the Spin Out had been consummated on January 1, 2025, the earliest period presented.

Note 2 – Spin Out

Adjustments to the Unaudited Pro Forma Carve-out Financial Information

(1)

To reflect the removal of the assets, liabilities and non-controlling interest attributable to the acquired business units by Z Squared. The pro forma results are not necessarily indicative of the Company’s results of operations had the Spin Out occurred on the dates assumed, nor are they necessarily indicative of future results.

(2)

To reflect the removal of the revenues, expenses, and results of operations

attributable to the acquired business units by Z Squared. The pro forma results are not necessarily indicative of the Company’s

results of operations had the Spin Out occurred on the dates assumed, nor are they necessarily indicative of future results.

(3)

To reflect the receipt of 1,000,000 shares of common stock.

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration