ASSET PURCHASE AGREEMENT

by and among

ZenSports, Inc.,

Mark Thomas,

Etan Mizrahi-Shalom,

Adil Sher,

and

John Dulay

August 26, 2022

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ASSET PURCHASE AGREEMENT

RECITALS:

B.Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, substantially all of the assets of the Tech Business (defined below) upon the terms and conditions set forth in this Agreement. 

C.Key Persons are executives of Seller and, as a group, are collectively the record and beneficial owner of a majority of the issued and outstanding shares of capital stock of Seller. 

D.ZenSports Information Services, LLC, a Nevada limited liability company (“ZIS”), is a wholly owned subsidiary of Seller. 

THEREFORE, in consideration of the mutual covenants and agreements herein and for valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

(a)The capitalized terms set forth below have been defined herein in the respective locations set forth below: 

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(i)“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity. 

(ii)“Affiliate” means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with such Person, including, in the case of any Person who is an individual, his or her spouse or domestic partner, any of his or her descendants (lineal or adopted) or ancestors and any of their spouses or domestic partners. For the purposes of this definition, “control” (including similar terms and phrases such as “controlled by” and “under common control with”), with respect to the relationship between or among two (2) or more Persons, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by agreement, or otherwise. 

(iii)“Ancillary Agreements” means the Bill of Sale, Assignment and Assumption Agreement, IP Assignments, ZIS Assignment, and the other agreements, instruments, certificates, and documents required to be delivered under or pursuant to this Agreement. 

(iv)“Applicable Law” means with respect to any Person, any statute, law, treaty, rule, regulation, Order, decree, writ, injunction or determination of any arbitrator, court or Governmental Authority, in each case applicable or binding upon such Person, its business or the ownership or use of any of its assets. 

(v)“Business Intellectual Property” means all Intellectual Property owned or purported to be owned by Seller (other than Excluded Assets) that relates to, or is used or held for use in connection with, the Tech Business as currently conducted and as proposed to be conducted. 

(vi)“Code” means the Internal Revenue Code of 1986, as amended. 

(vii)“Contracts” means all contracts, purchase orders, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments, and legally binding arrangements, whether written or oral. 

(viii)“Digital Assets” mean crypto-currencies, blockchain-based tokens, and other blockchain asset equivalents. 

(ix)“Encumbrance” means any charge, claim, community property interest, pledge, hypothecation, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind or nature whatsoever, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership. 

(x)“Excluded Taxes” means: (a) all Taxes of the Seller Parties for any taxable period including pursuant to Treasury Regulation Section 1.1502-6, as a transferee or successor, by contract, or  

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otherwise; (b) all Taxes relating to the Excluded Assets or Excluded Liabilities for any taxable period; (c) all Taxes relating to the Acquired Assets or the Assumed Liabilities for any Pre-Closing Tax Period (determined, with respect to any Straddle Period, in accordance with Section 7.6(d)); (d) any employment Taxes (including withholding Taxes) required with respect to any payments under or contemplated by this Agreement with respect to Purchaser’s purchase of the Acquired Assets pursuant to this Agreement; and (e) all transfer taxes for which Seller is responsible pursuant to Section 7.6(a).

(xi)“Fixed Assets” means, with respect to a Person, all equipment, machinery, furniture and furnishings, fixtures, tools, computer hardware, data processing and telecommunications equipment, office equipment, vehicles and other fixed assets and tangible personal property of every type and kind owned, used or useable by such Person, whether owned or leased, all contract rights (including any express or implied warranties) with respect thereto, and all maintenance records and other documents relating thereto. 

(xii)“Fraud” means a claim for Delaware common law fraud with respect to the making of the representations and warranties expressly set forth in Article III or Article IV of this Agreement, in any certificate delivered pursuant to this Agreement or in any document signed by the parties hereto in connection with the transactions contemplated herein. 

(xiii)“GAAP” means United States generally accepted accounting principles in effect from time to time. 

(xiv) “Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority, or any arbitrator, mediator, court, or tribunal of competent jurisdiction. 

(xv)“Governmental Authorization” means any approval, consent, license, permit (including the Permits), waiver or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Applicable Law. 

(xvi)“Holdback Period” means the period of  time that commences on the Closing Date and ends on the date that is the 12-month anniversary of the Closing Date. 

(xvii)“Incorporation Date” means September 8, 2020. 

(xviii)“Interest Holder” means the stockholders of Seller, the holders of simple agreement for future equity (SAFEs) issued by Seller, and all other Persons which hold any interest in Seller. 

(xix)“Intellectual Property” means all intellectual property and industrial property rights and assets, and all rights, interests, and protections that are associated with, similar to, or required for the exercise of, any of the foregoing, however arising, pursuant to the Laws of any jurisdiction throughout the world, whether registered or unregistered, including any and all: (A) trademarks, service marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship, association, or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications, and renewals for, any of the foregoing; (B) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar or Governmental Authority, web addresses, web pages, websites and related content, accounts with Twitter, Facebook, and other social media companies and the content found thereon and related thereto, and URLs; (C) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral, and neighboring rights, and all registrations, applications for registration, and renewals of such copyrights; (D) inventions, discoveries, ideas, trade secrets, business and technical information and know-how, databases, data collections, and other confidential and proprietary information and all rights therein; (E) patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions, and extensions thereof),  

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patent applications, and other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventor’s certificates, petty patents, and patent utility models); (F) Software, architecture, files, records, schematics, computerized databases, and other related specifications and documentation; and (G) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the foregoing, whether accruing before, on, or after the Effective Date, including all rights to and claims for damages, restitution, and injunctive relief for infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such legal and equitable relief, and to collect, or otherwise recover, any such damages.

(xx)“International Trade Laws” means all Laws and governmental regulations governing the importation and exportation of goods and Intellectual Property into and from the United States, including without limitation, the Tariff Act of 1930, as amended, and the Customs Regulations; the Arms Export Control Act and the International Traffic in Arms Regulations; the Export Administration Act of 1979, as amended, the International Emergency Economic Powers Act, as amended, and the Export Administration Regulations; the USA Patriot Act, as amended; the Sanctions Programs administered by the Department of the Treasury, Office of Foreign Assets Control; and Executive Orders issued by the president under the authority of the foregoing Laws and regulations. 

(xxi)“Inventory” means all tokens, NFTs, finished goods, and other items, whether tangible or intangible, which are or have been offered for sale by the Tech Business wherever located. 

(xxii)“IP Agreements”  means all licenses, sublicenses, consents to use agreements, settlements, coexistence agreements, covenants not to use, waivers, releases, permissions and other Contracts, whether written or oral, relating to Business Intellectual Property or Licensed Intellectual Property to which Seller is a party, beneficiary, or otherwise bound. 

(xxiii)“Knowledge of Seller” or any other similar knowledge qualification means, as to a particular matter, the actual or constructive knowledge of any Key Person and/or any director, officer, or managerial employee of Seller, together with such knowledge as each of the foregoing should have known, in each case, following reasonable inquiry and investigation of the employees with responsibility for the subject matter at issue. 

(xxiv)“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority. 

(xxv)“Liabilities” means liabilities, obligations, debts, Taxes, duties, claims, demands, Actions, or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, liquidated or unliquidated, director or consequential, due or to become due, or otherwise. 

(xxvi)“Licensed Intellectual Property” means all Intellectual Property in which Seller holds any rights or interests granted by other Persons, including Seller or any of its Affiliates, that relates to, or is used or held for use in connection with, the Tech Business as currently conducted and as proposed to be conducted. 

(xxvii)“Linss Agreement” means the Employment Agreement dated June 14, 2022, between KeyStar Corp and John Linss regarding Mr. Linss’s employment with Purchaser, as it may be amended or restated. 

(xxviii)“Material Adverse Effect” means any event, occurrence, fact, effect, condition, or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (A) the business, operations (or results of operations), condition (financial or otherwise), Liabilities, properties, or assets of Seller or the Tech Business, (B) the value of the Acquired Assets, or (C) the ability of Seller to consummate the transactions contemplated hereby on a timely basis; provided, however, that for purposes hereof, such determination shall exclude any event, occurrence, fact, effect,  

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condition, or change to the extent resulting from: (1) general economic or political conditions; (2) conditions generally affecting the industries in which the Tech Business operates; (3) any changes in financial or securities markets in general; and (4) acts of war (whether or not declared), armed hostilities, or terrorism, or the escalation or worsening thereof; provided further, however, that any event, occurrence, fact, effect, condition, or change referred to in clauses (1) through (4) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur only to the extent that such event, occurrence, fact, effect, condition, or change has a disproportionate effect on the Tech Business compared to other participants in the industries in which the Tech Business operates.

(xxix)“Nevada Gambling Business” means the business of Seller which is strictly based upon or dependent upon the Nevada Gambling Assets. 

(xxx)“Nevada Liabilities” means those Liabilities which derived from the Nevada Gambling Assets or the Nevada Gambling Business. 

(xxxi)“Non-Interference Letter” means that certain letter agreement delivered by Clark Hill PLLC, on behalf of Purchaser, to Seller, dated as of June 16, 2022, attached hereto as Exhibit A.  

(xxxii)“Open Source Software” or “Open Source” means any Software where the Software (a) contains or is derived in any manner (in whole or in part) from Software that is distributed where any party can be a customer without notice to the licensing company or similar licensing or distribution models including, but not limited to, the GNU's General Public License (GPL) or Lesser/Library GPL (LGPL); the Artistic License (e.g., PERL); the MoziIla Public License; the Netscape Public License; the Sun Community Source License (SCSL); the Sun Industry Source License (SISL); and the Apache Software license; or (b) Software that is licensed pursuant to any of the following terms: (i) any requirement for distribution and/or disclosure of source code; (ii) any requirement the license for the applicable Software that use of the Software requires the licensee not to assert certain patents or to grant patent licenses; (iii) any requirement for disclosure of any modifications to the Software; or (iv) any attribution requirements other than to maintain notices within the source code of the Software. 

(xxxiii)“Order” means any order, writ, judgment, injunction, decree, stipulation, determination, or award entered by or with any Governmental Authority. 

(xxxiv)“Ordinary Course of Business” means with respect to any Person, (A) the ordinary and usual course of the normal day-to-day operation of such Person’s business consistent with past customs and practices (including past practices with respect to quantity, amount, magnitude, and frequency, standard employment and payroll policies, management of working capital, and making of capital expenditures) and (b) a course of business consistent with prudent business practices for an entity that is of a similar size and in a similar industry as such Person. 

(xxxv)“Permits” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances, and similar rights obtained, or required to be obtained, from Governmental Authorities. 

(xxxvi)“Permitted Encumbrances” means (a) liens for Taxes not yet due and payable; (b) mechanics’, carriers’, workmen’s, repairmen’s, or similar statutory liens arising or incurred in the Ordinary Course of Business, the existence of which would not and do not constitute an event of default under, or breach of, a Contract; (c) easements, rights of way, zoning ordinances, and other similar encumbrances of record affecting title to, but not adversely affecting the value of, or the current occupancy or use of, real property in any material respect; (d) non-exclusive licenses granted to end users of Seller’s mobile application in the Ordinary Course of Business, and (e) any Encumbrance which is discharged at or before the Closing.. 

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(xxxvii)“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity or organization. 

(xxxviii)“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. 

(xxxix)“Prepaid Expenses Balance” means an amount equal to $8,291.76. 

(xl)“Registration Rights Agreement” means the agreement in the form of Exhibit B attached to this Agreement. 

(xli)“Related Party” means any Affiliate, current or former equity holder, manager, director, officer, or employee of Seller, any immediate family member of any of the foregoing (including parents, siblings, children, and spouses (or civil partners) of the foregoing), and any Person in which any of the foregoing or Seller owns, in the aggregate, a direct or indirect beneficial ownership representing at least five percent (5%) of the outstanding voting power or economic interest of such Person. 

(xlii)“Representative” means, with respect to any Person, any and all directors, officers, managers, employees, consultants, financial advisors, counsel, accountants, and other agents of such Person. 

(xliii)“Seller Group” means Seller, ZIS and all other subsidiaries, if any, of Seller.  

(xlv)“Straddle Period” means any taxable period that includes (but does not end on) the Closing Date. 

(xlvi)“Tangible Acquired Assets” means all of the personal property and assets included in the Acquired Assets. 

(xlvii)“'Tax” or “Taxes” means (a) any federal, state, local, or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, ad valorem, escheat, unclaimed or abandoned property, severance, stamp, occupation, premium, profits, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, employment, unemployment, disability, payroll, license, employee or other withholding, or other tax, similar governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax or additional amount imposed by any Law or Governmental Authority, whether disputed or not, (b) any Liability for the payment of any amounts of any of the foregoing types as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any Contract or arrangement whereby Liability for payment of such amounts was determined or taken into account with reference to the Liability of any other Person, (c) any Liability for the payment of any amounts as a result of being a party to any tax sharing or allocation agreements or arrangements (whether or not written) or with respect to the payment of any amounts of any of the foregoing types as a result of any express or implied obligation to indemnify any other Person, and (d) any Liability for the payment of any of the foregoing types as a successor, transferee or otherwise. 

(xlviii)“Tax Return” means any return, declaration, report, claim for refund, information return, or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. 

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(xlix)“Tech Business” means all of the Business with the exclusion of the Nevada Gambling Business and the Nevada Gambling Assets. 

(li)“Transfer Agent” means Empire Stock Transfer Inc., a Nevada corporation, or any subsequent transfer agent engaged by Purchaser.  

(lii)“Unpaid Transaction Fees” means any Transaction Fees, or portions thereof, incurred with respect to periods ending on or prior to the Closing (including for the avoidance of doubt, any Transaction Fees which become payable as a result of the consummation of the transactions contemplated hereby) that are not paid in full prior to the Closing. 

(liii)“User Accounts” means the accounts of any user of a mobile application of Seller, including those mobile applications that are part of the Acquired Assets. 

(liv)“User Balances” means an amount equal to $27,237.85. 

(c)all rights and interests to the accounts, payments, pre-payments and or deposits set forth on Schedule 2.1 (c) (the “Prepaid Expenses”); 

(d)all Fixed Assets of Seller, other than those Fixed Assets listed in the Specific Excluded Assets; 

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(e)all User Accounts (and corresponding wallet) with a current balance; 

(a)The Nevada Gambling Business and all assets, rights and properties set forth on Schedule 2.2 (a) related to the Big Wheel Casino in Lovelock, Nevada (the “Nevada Gambling Assets”); 

(c)all Contracts that relate solely to the Nevada Gambling Business; 

(d)the cash or cash equivalents and deposit accounts or certificates of deposit and marketable securities held by Seller as of the Closing; 

(e)cryptocurrency holdings except (i) for those SPORTS token assets listed in the Specific Acquired Assets and (ii) those associated with the balance of a User Account. 

(i)all current and prospective investor lists and contact information with respect thereto; and 

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(c)any Excluded Taxes; 

(i)any obligation to indemnify, reimburse or advance amounts to any Seller officer, director, manager, employee, consultant or agent; 

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(p)any claim for indemnity or loss asserted by an employee for the failure of any Benefit Plan to qualify under or to be administer in accordance with applicable tax or labor Laws; and 

(ii)plus 5,850,000 shares of Common Stock (as defined below) of Purchaser (the “Stock Consideration”); and 

(iii)plus 650,000 shares of Common Stock of Purchaser (the “Holdback Stock”). 

(ii)to Seller, the Stock Consideration and Holdback Stock, each issued to Seller. 

(e)Restrictive Legend. Seller acknowledges and agrees that, until such time as the Stock Consideration and Holdback Stock have been registered under the Securities Act of 1933 as contemplated by the Registration Rights Agreement or such registration is not required by applicable law, the Stock  

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Consideration and Holdback Stock shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

(a)a bill of sale for the Acquired Assets, in a form reasonably approved by Purchaser (the “Bill of Sale”), duly executed by Seller; 

(c)assignments duly executed by Seller, in a form reasonably approved by Purchaser (“IP Assignments”), transferring all of Seller’s right, title, and interest in and to the Business Intellectual Property, specifically including the Acquired Assets which are internet domains, service marks or patents, duly executed by Seller; 

(d)a trademark assignment duly executed by Seller, in a form reasonably approved by Purchaser (“Trademark Assignment”), transferring all of Seller’s right, title, and interest in and to the trademark “ZENSPORTS”, duly executed by Seller; 

(e)an assignment duly executed by ZIS, in a form reasonably approved by Purchaser (“ZIS Assignment”), transferring all of ZIS’s right, title, and interest in and to its data provider API, duly executed by ZIS; 

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(f)a counterpart signature page to the Registration Rights Agreement executed by Seller; 

(g)duly executed certificates, amendments, or any other documents necessary to terminate Seller’s use of all registered and unregistered trademarks, service marks, trade dress and similar rights related to the Tech Business (other than those that are Excluded Assets), and applications to register any of the foregoing; 

(h)delivery of archive of source code and related electronic files of Acquired Assets; 

(i)list of private keys to all crypto currency wallets that are an Acquired Asset; 

(l)a good standing certificate of Seller, dated within thirty (30) days of the Closing Date, from the Secretary of State of its jurisdiction of organization; 

(a)the Cash Consideration pursuant to the terms and calculation set forth in Section 2.5; 

(b)to the Key Persons, the Management Bonuses pursuant to the terms and calculation set forth in Section 2.6; 

(c)to the Transfer Agent, instructions for the issuance of the Stock Consideration and Holdback Stock to Seller; 

(d)the Assignment and Assumption Agreement, duly executed by Purchaser; 

(e)the IP Assignment for the Business Intellectual Property, duly executed by Purchaser;  

(f)the Trademark Assignment, duly executed by Purchaser; 

(g)the ZIS Assignment, duly executed by Purchaser;  

(h)a counterpart signature page to the Registration Rights Agreement executed by Seller;  

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(i)a good standing certificate of Purchaser, dated within thirty (30) days of the Closing Date, from the Secretary of State of its jurisdiction of organization; and 

(j)a certificate of the secretary or an assistant secretary (or equivalent officer) of Purchaser certifying (i) as to the incumbency and signature(s) of the officer(s) of Purchaser who has executed or shall execute this Agreement and the other documents to be delivered by Purchaser at the Closing and (ii) that attached thereto is a correct and complete copy of (A) the articles of incorporation of Purchaser, and all amendments thereto, certified by the Secretary of State of its jurisdiction of organization as of a recent date, (B) the bylaws of such Purchaser, and all amendments thereto, and (C) resolutions of the board of directors of Purchaser, authorizing the execution, delivery and performance of this Agreement by Purchaser, and the other documents to be delivered by Purchaser, at the Closing. 

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(c)Each of the Prepaid Expenses were paid for or on behalf of Seller and are assignable to Purchaser.  Any consents of other Persons required for an assignment of the Prepaid Expenses have been received or waived in writing. 

(a)Unique Wagers.  From the Incorporation Date to July 31, 2022, not less than 57,000 Unique Wagers were accepted by Seller’s customers via Seller’s mobile application.  For the purposes hereof, a “Unique Wager” is wager made by the either Seller or a customer of Seller, in either case with a unique wager identification. 

(c)User Accounts.  As of the Closing Date, the aggregate fair market value of all Digital Assets held in the user accounts of Persons using Seller’s mobile application does not exceed the amount stated as the User Balances.  

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(a)waived any rights of material value, whether or not in the Ordinary Course of Business;  

(b)incurred any off-balance sheet Liabilities of any nature; 

(c)permitted, allowed, or suffered any of its properties or assets (real, personal, or mixed, tangible or intangible) to be subjected to any Encumbrance (other than Permitted Encumbrances); 

(d)sold, assigned, transferred, leased, licensed, or otherwise disposed of, or agreed to sell, assign, transfer, lease, license, or otherwise dispose of, any assets or properties (whether tangible or intangible) that are related to or used by Seller in the conduct of the Tech Business, except in the Ordinary Course of Business;  

(e)disposed of or permitted to lapse any right to use any Business Intellectual Property or disposed of or disclosed to any Person not authorized to have such information any of Business Intellectual Property not previously a matter of public knowledge or existing in the public domain;  

(g)made any material change in the Tech Business or otherwise acquired any material asset; 

(h)made any change in any method of accounting or accounting practice for the Business, except as may have been required by GAAP; 

(i)taken any other action that is not in the Ordinary Course of Business or provided for in this Agreement; or 

(j)agreed to do any of the foregoing or failed to take any action or omission that would result in any of the foregoing. 

(b)Schedule 4.7(b) contains a complete and accurate list of all Business Contracts that is described in any of the following subsections and, in each case, which Contract remains in effect: 

(i)all Contracts that provide any customer of Seller with pricing, discounts, or benefits that change based on the pricing, discounts, or benefits offered to other customers of Seller, including any agreement containing a “most favored nation” provision; 

(ii)any Contract with any Affiliate, or current or former Representative, of Seller other than for employment or engagement as an independent contractor; 

(iii)other than this Agreement, all Contracts that relate to the acquisition or disposition of any business, a material amount of equity or assets of any other Person, or any real  

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property (whether by merger, sale of equity, sale of assets, or otherwise) other than Contracts related to bona fide financing purposes or equity incentives granted to employees and independent contractors;

(iv)all broker, distributor, dealer, franchise, agency, sales representative, or sales promotion Contract; 

(v)except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees); 

(vi)all Contracts with any Governmental Authority; 

(vii)all Contracts that contain covenants that in any way purport to (A) restrict any business activity (including the solicitation, hiring, or engagement of any Person or the solicitation of any customer) of Seller or any of its Affiliates, (B) limit the freedom of Seller or any of its Affiliates (including, after the Closing, Purchaser or any of its Affiliates) to engage in any line of business or compete with any Person, including restricting the development, manufacture, marketing, or distribution of products or services, or (C) provide exclusivity to any Person with respect to any product or service; 

(viii)all joint venture, partnership, or similar Contracts; 

(ix)other than this Agreement, all Contracts for the sale of any of the Acquired Assets or for the grant to any Person of any option, right of first refusal, or preferential or similar right to purchase any of the Acquired Assets;  

(x)all Contracts for the sale of any of the Nevada Gambling Assets or for the grant to any Person of any option, right of first refusal, or preferential or similar right to purchase any of the Nevada Gambling Assets;  

(xi)all Contracts for Licensed Intellectual Property (other than (A) licenses for readily available off-the-shelf Software licenses that cost less than $50,000 in the aggregate per year, (B) licenses for Open Source Software, (C) confidentiality agreements entered into in the Ordinary Course of Business, (D) grants from employees to Seller pursuant to agreements that do not materially differ in substance from Seller’s standard forms used with IP Contributors, and (E) incidental trademark and feedback licenses granted in the Ordinary Course of Business); 

(xii)any Contract whereby Seller has agreed to, or assumed, any obligation or duty to indemnify, reimburse, hold harmless, defend, or otherwise assume or incur any obligation or Liability with respect to the infringement or misappropriation of any Business Intellectual Property; and 

(xiii)any Contract with respect to Business Intellectual Property licensed, sold, transferred, leased, or otherwise provided to any third party. 

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similar payment to any Person under any Business Contract. There are no material disputes pending or, to the Knowledge of Seller, threatened under any Assumed Contract.

4.8Title to and Condition of the Tangible Acquired Assets.  

(b)Seller is not in breach or default under any leases, subleases, licenses, concessions, and other Contracts (whether written or oral), including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto, pursuant to which Seller holds any real property (collectively, the “Leases”).  No Leases will be assigned to or become the Liability of Purchaser in conjunction with or as a result of the transactions contemplated by this Agreement. 

(i)Seller is in compliance with all Laws applicable to such Intellectual Property and Seller’s ownership and use thereof. 

(ii)all assignments and other instruments necessary to establish, record, and perfect Seller’s ownership interest in the registration of Business Intellectual Property have been validly executed, delivered, and filed with the relevant Governmental Authorities and authorized registrars. 

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(iv)the Business Intellectual Property and Licensed Intellectual Property include all intellectual property rights necessary for Seller to conduct the Tech Business as presently being conducted (provided that the foregoing representation is made to the Knowledge of Seller with respect to patent rights); 

(v)no interest in the Business Intellectual Property has been (A) licensed or sublicensed by Seller to any Person, other than in the Ordinary Course of Business to end users of Seller’s mobile application as part of the Tech Business, or (B) assigned or transferred by Seller to any Person; 

(vi)neither the execution, delivery, or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of or payment of any additional amounts (in excess of amounts currently owed under such existing relationship) with respect to, or require the consent of any other Person in respect of, Seller’s right to own or use any Business Intellectual Property; 

(vii)There are no renewals, annuities, payments, fees, responses to office actions, or other filings required to be made and that have a due date with respect to any registered or applications for registrations of Business Intellectual Property within one hundred twenty (120) days after the Closing Date.  

(viii)All of the registered Business Intellectual Property is subsisting, and, to the Knowledge of Seller, is valid and enforceable. 

(ix)As of the date hereof, no former or current employees, agents, consultants, or independent contractors of Seller have (A) asserted any claim against Seller in connection with such Person’s involvement in the conception and development of any Business Intellectual Property, and, to the Knowledge of Seller, no such claim has been threatened, or (B) been named as an inventor on any patent or pending patent application for any device, process, design, or invention of any kind now used or needed by Seller in the furtherance of the Tech Business, except for inventions that have been assigned to Seller, with an assignment thereof duly recorded in the United States Patent and Trademark Office; and 

(x)to the extent any of the Business Intellectual Property constitutes proprietary or confidential information, Seller has reasonably safeguarded such information from disclosure. 

(b)Schedule 4.12(b) sets forth a true, correct, and complete list of all IP Agreements, specifying for each the date, title, and parties thereto, and separately identifying the IP Agreements: (i) under which the a member of Seller Group is a licensor or otherwise grants to any Person any right or interest relating to any Business Intellectual Property (other than (A) confidentiality agreements entered into in the Ordinary Course of Business, (B) rights granted to end users pursuant to Seller’s standard Terms of Service, (C) incidental trademark and feedback licenses granted in the Ordinary Course of Business, and (D) non-exclusive purchase or license agreements for Seller’s products and services that that do not materially differ in substance from Seller’s standard form of such agreements and that have been entered into in the Ordinary Course of Business); (ii) under which a member of Seller Group is a licensee or otherwise granted any right or interest relating to any Licensed Intellectual Property (other than (A) licenses for readily available off-the-shelf Software licenses that cost less than $50,000 in the aggregate per year, (B) licenses for Open Source Software, (C) confidentiality agreements entered into in the Ordinary Course of Business, (D) grants from employees to Seller pursuant to agreements that do not materially differ in substance from Seller’s standard forms used with IP Contributors, and (E) incidental trademark and feedback licenses granted in the Ordinary Course of Business); and (iii) which otherwise relate to Seller’s ownership of Business Intellectual Property (other than agreements that do not materially differ in  

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(c)Seller has entered into binding, valid and enforceable, written Contracts with each current and former employee and independent contractor who is or was involved in or has contributed to the invention, creation, or development of any Business Intellectual Property during the course of employment or engagement with Seller (“IP Contributor”) whereby such employee or independent contractor (A) acknowledges Seller’s exclusive ownership of all Intellectual Property invented, created, or developed by such employee or independent contractor within the scope of his or her employment or engagement with Seller; and (B) grants to Seller a present, irrevocable (to the extent permitted under applicable Law) assignment of any ownership interest such employee or independent contractor may have in or to such Intellectual Property. Seller has provided Purchaser with true and complete copies of all such Contracts. 

(d)Seller maintained policies and procedures regarding data security and privacy and maintains administrative, technical, and physical safeguards that are commercially reasonable and, in any event, in compliance with all applicable Laws and obligations or requirements under all Contracts to which Seller is a party or the Tech Business or Acquired Assets are bound. To Knowledge of Seller, there have been no security breaches relating to, or violations of any security policy regarding, or any unauthorized access of, any data or information used by Seller or related to the Tech Business. 

(a)Schedule 4.13(a) sets forth a true and correct summary of the material rights, benefits and intended use of the “SPORTS” utility token and the corresponding material obligations of the Tech Business related to such tokens. 

(b)As of the Closing Date, Seller owns and has the exclusive ability to control, including by use of “private keys” or other equivalent means or through custody arrangements or other equivalent means, all of the Acquired Assets that are Digital Assets held in wallets controlled by Seller, free and clear of all Encumbrances (other than Permitted Encumbrances); provided, however, that such ownership and exclusive ability to control such Digital Assets is subject to the continued existence, validity, legality, governance and public availability of the relevant blockchains.  

(c)Seller has taken no actions where it owns a substantial portion of all outstanding “SPORTS” utility token in the then existing issued and circulating supply of its “SPORTS” utility token on a blockchain to effectuate change through the governance process of that relevant blockchain that could reasonably foreseeably disrupt the continued existence, validity, legality, governance or public availability of the relevant blockchains.   

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(d)Except of the set forth Schedule 4.13(d), to the Knowledge of Seller, there has been no disruption to the trading of its “SPORTS” utility token on any digital currency exchange on which such token is traded. 

4.14Insurance. Seller maintains policies of insurance in form and amount customary for the Tech Business. Schedule 4.14 sets forth (a) a complete and correct list of all insurance policies and fidelity bonds maintained by Seller as of the Effective Date, including coverage amounts, annualized premiums, coverage limitations, deductibles applicable to each such policy, and all claims made on such policies within the past three (3) years; and (b) a complete description of any self-insurance program or similar alternative insurance measures created or entered into by Seller. Each insurance policy and bond is in full force and effect, all premiums due and payable thereon have been paid, and Seller is in full compliance with the terms of such policies and bonds. There is no claim pending under any of such policies or bonds as to which coverage has been questioned, disputed, or denied. There is no threatened termination of, or pending material premium increase with respect to, any such policies or bonds. 

(c)There are no claims asserted, nor, to the Knowledge of Seller, are there basis of any claims, against Seller or the Tech Business for (i) injury to person or property of employees or any third Persons suffered as a result of the sale, or distribution of any product or the performance of any service by Seller, (ii) arising out of the allegedly defective nature of any product or the negligent performance of, or failure to perform, any service or work done by Seller, or (iii) failure to pay, refund or return any currency or Digital Assets to a user of Seller’s mobile application  

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(d)The Digital Asset security tokens issued by Seller as “SPORT” (to avoid confusion, not “SPORTS”) were all properly discontinued and cancelled or waivers were received from the holders of such token so as to remove all Liabilities of Seller and the Tech Business stemming from such tokens.  There are no claims asserted, nor, to the Knowledge of Seller, are the basis for any claims, against Seller or the Tech Business for such tokens. 

(c)Neither Seller nor any of its ERISA Affiliates has in the past six (6) years (i) incurred or reasonably expects to incur, either directly or indirectly, any Liability under Title IV of ERISA; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; or (iv) engaged in any transaction which could give rise to liability under Section 4069 or Section 4212(c) of ERISA. 

(d)With respect to each Benefit Plan (i) no such plan is a multiemployer plan within the meaning of Section 3(37) of ERISA; and (ii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan. 

(e)No Benefit Plan or other arrangement provides post-termination or retiree welfare benefits to any individual for any reason. 

(f)Purchaser will not be treated as a successor employer under any Benefit Plan. 

(g)All Benefit Plans have been operated and administered in accordance with applicable state and federal securities Laws and any securities issued under any Benefit Plan were exempt from registration under applicable state and federal Law as of the date of issuance. 

(h)Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including, notices, rulings and proposed and final regulations)  

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thereunder. Seller does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code.

(i)Neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractor, or consultant of the Tech Business to severance pay or any other payment from Seller; (ii) accelerate the time of payment, funding, or vesting, or increase the amount of compensation due from Seller to any such individual; or (iii) increase the amount payable under or result in any other material obligation pursuant to any Benefit Plan. 

(b)Since the Incorporation Date, there have not been any (i) work stoppages, strikes, labor disputes, or other material controversies between Seller and any of its employees; (ii) labor union grievances or organizational efforts; or (iii) unfair labor practice or labor arbitration proceedings pending or to the Knowledge of Seller, threatened. 

(c)Since the Incorporation Date, there have not been any wage and hour claims by any employee of Seller nor, to the Knowledge of Seller, are there any wage and hour claims currently threatened by any employee of Seller. 

(e)Except as otherwise set forth on Schedule 4.19(e), Seller (i) has complied and is currently complying with, in all material respects, applicable Laws with respect to employment, employment practices, terms and conditions of employment, worker classification, Tax withholdings, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation and hours of work, in each case with respect to its employees; (ii) has withheld and reported all amounts required by applicable Law or by Contract to be withheld and reported with respect to wages, salaries and other payments to its employees; (iii) is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with the Laws applicable to the foregoing; (iv) is not liable for any payment to any trust or other fund governed or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for its employees (other than routine payments to be made in the normal course of business and consistent with past practices); and (v) has no leased employees. 

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(c)No examination or audit relating to Taxes of the Business of the Acquired Assets by any Governmental Authority is currently in progress and no such examination or audit has occurred since the Incorporation Date. Seller has not been informed in writing by any Governmental Authority that the Governmental Authority believes or claims that Seller was required to file any Tax Return that was not filed. Seller has not, with respect to the Business and the Acquired Assets, (x) waived, nor had waived on its behalf, any statute of limitations with respect to Taxes or agreed to extend the period for assessment or collection of any Taxes, which extension is still in force; (y) requested any extension of time within which to file any Tax Return, which Tax Return has not yet been filed; or (z) executed or filed any power of attorney with respect to Taxes with any Governmental Authority which is still in force. 

(e)Except as set forth on Schedule 4.20(e), Seller is not a party to or bound by any Tax indemnity, Tax sharing, or Tax allocation agreement, arrangement, or similar Contract. 

(f)Seller has not participated in any “listed transaction” within the meaning of Code Section 6707(A)(c)(2) or Treasury Regulation 1.6011-4(b)(2).   

(a)None of Seller or any director, equity holder, officer, or employee of Seller, or any other Person acting on behalf of or associated with Seller, acting alone or together, has (i) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, from any customer, agent, supplier, or any employee or agent of any customer, agent, or supplier; or (ii) directly or indirectly given or agreed to give any money, gift, or similar benefit to any customer, agent, supplier, or any employee or agent of any customer, agent, or supplier, any official or employee of any Governmental Authority (domestic or foreign), any political party or candidate for office (domestic or foreign), or any other Person who was, is, or may be in a position to help or hinder the business of Seller (or assist Seller in connection with any actual or proposed transaction), in each case which (A) could reasonably be expected to subject Seller to any damage or penalty in any civil, criminal, or governmental Action or proceeding, (B) if not given in the past, could reasonably be expected to have had an adverse effect on the Tech Business, results of operation, prospects, properties, financial condition, liabilities, cash flows, or working capital of Seller, or (iii) if not continued in the future, could reasonably be expected to adversely affect the Tech Business, results of operations, prospects, properties, financial condition, liabilities, cash flows, or working capital of Seller. No employee or consultant of Seller is, nor any of their family members are, to the knowledge of Seller, an officer or employee of any Governmental Authority or any Person acting in an official capacity for or on behalf of any such Governmental Authority  

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or for or on behalf of any public international organization or any political party or official thereof or any candidate for political office.

(a)Seller is and has been in compliance with all applicable International Trade Laws. Seller has not engaged and is not engaged in any transaction or other dealings involving any country, region, entity, or Person with respect to which Seller is prohibited from dealing under the International Trade Laws or the applicable Laws of other countries where it conducts business. Neither Seller nor any of its Affiliates have received any notice of noncompliance, complaints, or warnings with respect to its compliance with International Trade Laws. 

(c)Since the Incorporation Date, no member of the Seller Group has purchased or sold any Digital Asset in a transaction involving a counter-party whose identity was not verified in accordance with any applicable know your customer/anti-money laundering laws or regulations. 

4.24COVID-19 Matters. 

(b)No Seller or any of its Affiliates received a loan under the Coronavirus Aid, Relief and Economic Security Act (as amended, the “CARES Act”), including any Small Business Association Loans (i.e., the Paycheck Protection Program) or loans under the Main Street Lending Program.  

(c)Seller is not subject to the paid leave requirements of the Families First Coronavirus Response Act and, therefore, was not required to make sick leave or emergency family leave payments thereunder, nor has Seller received any corresponding tax credits in accordance with such Act. 

(d)Seller has not utilized the Employee Retention Tax Credit under the CARES Act to either offset tax deposits or receive an advance Tax refund. Seller has not deferred paying the employer portion of  

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social security tax for any payroll period as a result of COVID-19. Seller has complied with all labor and employment Laws in connection with COVID-19. Seller has complied with all Orders with respect to COVID-19, including all Occupational Safety and Health Administration and Centers for Disease Control and Prevention guidelines and requirements, such as social distancing, cleaning, and other similar or related measures.

(e)Seller has not received any complaints (i) about Seller’s reporting, or failure to report, to employees, contractors, customers, vendors, suppliers, or the public, the presence of employees or contractors who have tested positive for, or exhibited symptoms of, COVID-19, or other potential means of exposure to COVID-19, or (ii) alleging Seller failed to provide a safe working environment, appropriate equipment, or accommodation in relation to COVID-19. 

(f)Seller is not a party to, and Seller has not received notice of, any pending or anticipated litigation or a dispute that could lead to an Action (whether regarding contractual, labor and employment, benefits, or other matters) arising from COVID-19. 

To induce Purchaser to enter into and perform this Agreement, each Seller Party, jointly and severally, hereby represents and warrants to Purchaser that the following are true and correct as of the Closing Date:

5.1Ownership and Use of Business Intellectual Property.  

(a)Seller is the sole and exclusive owner of all right, title, and interest in and to the Business Intellectual Property, and has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the Tech Business as currently conducted and as proposed to be conducted, in each case, free and clear of all Encumbrances. 

(b)Neither the development or use of the Business Intellectual Property nor the operation of the Tech Business is infringing or has infringed upon any intellectual property rights of others. 

(c)There are no Actions (including any opposition, cancellation, revocation, review, or other proceeding), whether settled, pending, or threatened (including in the form of offers to obtain a license), (i) alleging any infringement, misappropriation, or other violation by Seller of the Intellectual Property of any Person; (ii) challenging the validity, enforceability, registrability, patentability, or ownership of any Business Intellectual Property or Licensed Intellectual Property or Seller’s right, title, or interest in or to any Business Intellectual Property or Licensed Intellectual Property; or (iii) by Seller, or by the owner of any Licensed Intellectual Property, alleging any infringement, misappropriation, or other violation by any Person of the Business Intellectual Property or such Licensed Intellectual Property. Seller not aware of any facts or circumstances that could reasonably be expected to give rise to any such Action. 

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(d)Seller is not subject to any outstanding or prospective Order (including any motion or petition therefor) that does or could reasonably be expected to restrict or impair the ownership or use of any Business Intellectual Property or Licensed Intellectual Property. 

5.2Open Source.  Regarding any Open Source that is within Software that is or is included in an Acquired Asset: (a) all such Open Source is disclosed within the source code of the applicable Software; (b) such Software and Seller have materially complied with all terms and conditions of the Open Source Software; (c) none of the Open Source licenses will require disclosure of source code or proprietary technology; (d) all Open Source licenses used in connection with the Software are compatible between themselves and Seller’s mobile applications; and (e) no Open Source Software imposes any licensing conditions on Seller or its assignee. 

5.3Limitation. With respect to the representations provided in this Article 5 by each Key Person, such representations shall be limited to the equivalent of the Knowledge of Seller of such Key Person.  

6.6Capitalization.   

(a)As of the Closing Date, the authorized capital of Purchaser consists of (i)  475,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”), of which 30,550,000 shares of Common Stock are outstanding; (ii) 25,000,000 shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”), of which (A) 2,000,000 are designated as “Series A Convertible Preferred Stock”, of which, no shares are outstanding (or will soon no longer be outstanding); (B) 12,000 are designated as  

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“Series B Convertible Preferred Stock”, 11,693 shares of which are outstanding; and (C) 6,700,000 are designated as “Series C Convertible Preferred Stock”, 5,813,331 shares of which are outstanding.

(b)Except for the securities and rights described in Section 6.6(a) and the Linss Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from Purchaser any shares of Common Stock or Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock or Preferred Stock. All of the outstanding shares of Common Stock and Preferred Stock have been duly authorized, are fully paid and nonassessable. Purchaser holds no Common Stock or Preferred Stock in its treasury. 

(c)Schedule 6.6(c) attached hereto sets forth the capitalization of Purchaser immediately following the Closing (on a fully-diluted as converted to common stock basis) including the number of shares of the following: (i) issued and outstanding Common Stock, including the Stock Consideration and Holdback Stock; (ii) outstanding stock options; (iii) shares of Common Stock reserved for future award grants under an equity incentive plan maintained by Purchaser; (iv) each series of Preferred Stock; and (v) warrants or stock purchase rights, if any. 

6.7Valid Issuance. The Stock Consideration and Holdback Stock, when issued, sold and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than (i) restrictions on transfer under the Registration Rights Agreement, and (ii) restrictions under applicable state and federal securities laws related to the transfer of the transfer of unregistered securities.  The Stock Consideration and Holdback Stock will be issued in compliance with all applicable federal and state securities laws. 

(a)Seller shall be solely responsible, and Purchaser shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Representative or independent contractor of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Seller at any time on or prior to the Closing Date, and Seller shall pay all such amounts to all entitled persons on or prior to the Closing Date. 

(b)Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents, or beneficiaries thereof, to the extent such claims arise during the applicable Person’s employment or engagement with Seller prior to the Closing Date. Seller also shall remain solely responsible for all workers’ compensation claims of any current or former employees, officers, directors, independent contractors or consultants of the Business to the extent such claims arise prior to the Closing Date during the applicable Person’s employment or engagement with Seller.  

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(b)During the Restricted Period, each of the Seller Parties shall not directly or indirectly, (i) employ, hire, engage, or solicit, any employee, consultant, or independent contractor of the Tech Business who was such at any time within the one (1) year period immediately preceding and including the Closing Date, or in any other manner persuade or attempt to persuade any such Person to terminate or diminish his, her, or its relationship with the Tech Business, Purchaser, or any of its Affiliates, (ii) cause, solicit, induce, or encourage any employee, consultant, or independent contractor of the Tech Business to leave such employment or terminate or modify its relationship with the Tech Business, Purchaser, or any of its Affiliates, or (iii) cause, solicit, induce, or encourage any customer, vendor, or supplier of the Tech Business who was such at any time within the one (1) year period immediately preceding and including the Closing Date or any prospective customer, vendor, supplier, or other business relation of the Tech Business to terminate, modify, divert, or diminish its relationship with the Tech Business, Purchaser, or any of its Affiliates. 

(g)Notwithstanding anything to the contrary in this Section 7.2., nothing in this Section 7.2 shall restrict the Seller Parties or their Representatives from operating the Nevada Gambling Business.  

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Tech Business, except to the extent that the Seller Parties can show that such information (a) is generally available to and known by the public through no fault of any of the Seller Parties, any of their respective Affiliates, or their respective Representatives; or (b) is lawfully acquired by the Seller Parties, any of their Affiliates, or their respective Representatives from and after the Closing from sources that are not prohibited from disclosing such information by a legal, contractual, or fiduciary obligation. If any of the Seller Parties are compelled to disclose any information by judicial or administrative process or by other requirements of Law, the Seller Parties shall promptly notify Purchaser in writing and shall disclose only that portion of such information which such Seller Party is advised by counsel in writing is legally required to be disclosed; provided, that the Seller Parties shall use best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

(a)Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and any ancillary documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any Tax return or other document with respect to such Taxes or fees (and Purchaser shall reasonably cooperate with respect thereto as necessary). 

(c)Purchase Price Allocation.  Within ninety (90) days after the Closing, Seller will deliver a proposed draft of IRS Form 8594 to Purchaser allocating the purchase price (as finally determined), the Assumed Liabilities and all other relevant items, as determined for U.S. federal income Tax purposes, among the Acquired Assets (the “Purchase Price Allocation Schedule”).  The Purchase Price Allocation Schedule will be prepared in accordance with Code Section 1060 and the Treasury Regulations promulgated thereunder.  Purchaser and the Seller Parties shall report, act and file all Tax Returns (including, but not limited to, IRS Form 8594) in all respects and for all purposes consistent with the Purchase Price Allocation Schedule.  No party shall take any position for Tax purposes (whether in audits, Tax Returns, or otherwise) that is inconsistent with such Purchase Price Allocation Schedule unless required to do so by final determination within the meaning of Section 1313(a) of the Code. 

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(e)Tax Cooperation.  The parties shall cooperate fully, as and to the extent reasonably requested by Purchaser or the Seller Parties, in connection with any inquiry, claim, audit, assessment, proceeding, or other similar event with respect to any Taxes relating to the Acquired Assets. Such cooperation shall include the retention and, upon the other party’s reasonable request, the provision of records and information that are reasonably relevant to any such Tax matter and access to employees and representatives on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. 

7.10Trade Dress; Name Change. No later than five (5) days following the Closing Date, Seller will cease using any trade dress, designs, or logos associated with the Tech Business, or any confusingly similar variations thereof.  No later than two (2) years following the Closing Date, Seller will file a name change  

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amendment with the Secretary of State of its jurisdiction of formation to change its name to a name that does not include “ZenSports” or “Zen Sports”.

7.12Management Bonuses. Pursuant to the respective Contracts set forth on Exhibit C as the “Underlying Contract,” Purchaser will pay to each of the individuals set forth on Exhibit C (each such individual, a “Bonus Payee”) attached hereto the amount set forth across such Bonus Payee’s name on Exhibit C, by wire transfer of immediately available funds to an account designated in writing by such Bonus Payee to Purchaser within three (3) business days of the Closing Date (the “Signing Bonuses”). 

7.13Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions and provide such commercially reasonable cooperation, as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the Ancillary Agreements. 

(c)the Excluded Assets; 

(d)the Excluded Liabilities; 

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(e)the ownership or possession of the Acquired Assets, or operation of the Tech Business, on or before the Closing Date; 

(f)any Liability for Unpaid Transaction Fees; 

(g)any Liability with respect to any Action relating to any Seller Party at any time or relating to the Tech Business during any pre- Closing period, including, without limitation, any Litigation Matters. 

(h)any Liability for any brokers’ or finders’ fees arising with respect to brokers or finders retained or engaged prior to the Closing by or on behalf of any of the Seller Parties in connection with the transactions contemplated by this Agreement that is not paid or satisfied at the Closing; and/or 

(b)The Indemnified Party shall have the right, after delivery of notice to the Indemnifying Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party. If the Indemnified Party assumes the defense of such Third Party Claim, the Indemnifying Party shall have the right to employ separate counsel and to participate in the defense thereof subject to the Indemnified Party’s right to control the defense thereof, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. If the Indemnified Party assumes the defense of any Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all witnesses, pertinent records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. Whether or not the Indemnified Party assumes the defense of a Third Party Claim, the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnified Party’s prior written consent. 

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(c)In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly to the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and the amount or method of computation of the amount of such claim (if known). The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 8 except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. 

8.5Set-Off for Losses of Purchaser Indemnified Parties.  Any indemnified Losses of the Purchaser Indemnified Parties pursuant to Section 8.2, may be satisfied only through a recoupment of all or part of Holdback Stock on a one (1) share of Holdback Stock for each one dollar $1.00 of indemnified Losses.   At any time during the Holdback Period, Purchaser may provide written notice to the Seller regarding a claim for indemnified Losses pursuant to this Agreement.  Such notice must include a summary of the basis of the indemnified Losses with calculation of the amount (as finally determined or estimated if still undetermined) of indemnified Losses.  In the event that any Holdback Stock is recouped and returned to Purchaser, the parties shall thereafter treat the Purchase Price as adjusted in amount equal to one dollar ($1.00) for each one (1) share of Holdback Stock that is returned. 

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If to any of the Seller Parties:ZenSports, Inc. 

78 SW 7th Street, Suite 800 

Miami, FL 33130 

Attn: Mark Thomas, CEO 

with a copy to (which shallGoodwin Procter LLP 

not constitute notice):520 Broadway, Suite 500 

Santa Monica, CA 90401 

Attn: Geoffrey M. Ossias 

Email: gossias@goodwinlaw.com 

If to Purchaser:KeyStar Corp 

8400 W. Sunset Rd., Suite 300 

Las Vegas, NV 89113 

Attn: John  Linss, President 

with a copy to (which shallClark Hill PLC 

not constitute notice):14850 N. Scottsdale Road, Suite 500 

Scottsdale, Arizona 85254 

Attn: Daniel A. Schenck 

Email: dschenck@clarkhill.com 

9.5Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 

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by a single arbitrator, but either party may request that the arbitration be heard by a panel of three (3) arbitrators and, if so requested, the arbitration decision shall be made by a majority of the three (3) arbitrators. If the selected arbitrator(s) finds any term or clause in this Agreement to be invalid, unenforceable, or illegal, the same will not have any impact, whatsoever, on other terms or clauses in the Agreement or the entire Agreement. The parties to the Dispute agree to equally split the administrative fee and the compensation of the arbitrator; provided, however, that, at the conclusion of the arbitration, the arbitrator shall award costs and expenses (including the costs of the arbitration previously advanced and the reasonable attorneys’ fees and costs of the prevailing party) to the prevailing party. EACH OF THE PARTIES EXPRESSLY AGREES TO ARBITRATION AND WAIVES ANY RIGHT TO TRIAL BY JURY ANY PARTY MAY HAVE. In the event of any conflict between the arbitration procedures specified in this Agreement and the AAA Rules, this Agreement shall control.

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a decree of specific performance and to temporary, preliminary, and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.

(a)The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 

(b)Section and subsection headings are not to be considered part of this Agreement, are included solely for convenience, are not intended to be full or accurate descriptions of the content of the sections or subsections of this Agreement and will not affect the construction hereof. 

(c)Except as otherwise explicitly specified to the contrary herein, (i) the words “hereof,” “herein,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular section or subsection of this Agreement and reference to a particular section of this Agreement will include all subsections thereof, (ii) references to the preamble, recitals, an article, section, exhibit, or schedule means a preamble, recital, article, or section of, or exhibit or schedule to, this Agreement, (iii) definitions will be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender will include each other gender, (iv) the word “including” means “including without limitation,” (v) the word “or” is not exclusive and shall mean “and/or,” (vi) any reference to “$” or “dollars” means United States Dollars, and (vii) references to a particular statute or regulation include all amendments thereto, all rules and regulations thereunder and any successor statute, rule or regulation, in each case, as amended or otherwise modified from time to time. 

(d)Only that information that has been made available and visible at all times to Purchaser and its Representatives in the electronic data room hosted by OneHub.com (at https://ws.onehub.com/workspaces/1308465/files) and maintained by Seller for purposes of conducting diligence for the acquisition of the Business as such data room existed as of two (2) business days prior to the Effective Date shall be considered to have been “delivered” or “made available” to Purchaser for purposes of this Agreement. Neither the listing nor description of any item, matter, or document in any schedule hereto nor the furnishing or availability for review of any document will be construed to modify, qualify, or disclose an exception to any representation or warranty of any party to this Agreement made herein or in connection herewith, except to the extent that such representation or warranty specifically refers to such schedule and such modification, qualification, or exception is clearly described in such schedule. 

(e)The parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party to this Agreement has breached or violated, or if there is an inaccuracy in, any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached or violated, or in respect of which there is not an inaccuracy, will not detract from or mitigate the fact that the party has breached or violated, or there is an inaccuracy in, the first representation, warranty, or covenant. 

(f)References herein to any Person will include such Person’s heirs, executors, personal representatives, administrators, successors, and permitted assigns; provided, that nothing contained in this clause will authorize any assignment or transfer not otherwise expressly permitted by this Agreement. 

(g)References herein to any obligation under any Contract (including this Agreement) mean such obligation or Contract as amended, supplemented, or modified from time to time in accordance with the terms thereof and hereof. 

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(h)With respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to and including.” 

(i)Time is of the essence with regard to all dates and time periods set forth or referred to in this Agreement. 

38

Asset Purchase Agreement

EXHIBIT B

Registration Rights Agreement Form

REGISTRATION RIGHTS AGREEMENT

by and between

KEYSTAR CORP.

and

ZENSPORTS, INC.

and

ADDITIONAL HOLDERS

Dated as of August 26, 2022

TABLE OF CONTENTS

ARTICLE I

RESALE SHELF REGISTRATION

Section 1.1Resale Shelf Registration Statement1 

Section 1.2Effectiveness Period2 

Section 1.3Subsequent Shelf Registration Statement2 

Section 1.4Supplements and Amendments2 

Section 1.5Subsequent Holders and Share Issuances2 

Section 1.6Underwritten Offering3 

Section 1.7Take-Down Notice4 

Section 1.8Piggyback Registration5 

ARTICLE II

ADDITIONAL PROVISIONS REGARDING REGISTRATION RIGHTS

Section 2.1Registration Procedures6 

Section 2.2Suspension9 

Section 2.3Expenses of Registration10 

Section 2.4Information by Holders10 

Section 2.5Rule 14410 

Section 2.6Securities Exchange Listing11 

Section 2.7Market Standoff11 

ARTICLE III

INDEMNIFICATION

Section 3.1Indemnification by Company12 

Section 3.2Indemnification by Holders12 

Section 3.3Notification13 

Section 3.4Contribution14 

ARTICLE IV

TRANSFER AND TERMINATION OF REGISTRATION RIGHTS

Section 4.1Transfer of Registration Rights15 

Section 4.2Termination of Registration Rights15 

ARTICLE V

MISCELLANEOUS

Section 5.1Amendments and Waivers15 

Section 5.2Extension of Time, Waiver15 

Section 5.3Assignment15 

Section 5.4Counterparts16 

Section 5.5Entire Agreement; No Third Party Beneficiary16 

Section 5.6Governing Law; Jurisdiction16 

Section 5.7Specific Enforcement17 

Section 5.8Waiver of Jury Trial17 

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Section 5.9Notices17 

Section 5.10Severability18 

Section 5.11Expenses18 

Section 5.12Interpretation19 

Section 5.13No Inconsistent Agreements19 

Section 5.14Independent Agreement by the Holders19 

ii

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 26, 2022, by and between KeyStar Corp., a Nevada corporation (the “Company”), and ZenSports, Inc., a Delaware corporation (“ZenSports”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. ZenSports and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Holders” and individually each as a ”Holder”.

RECITALS

WHEREAS, the Company and ZenSports are party to that certain Asset Purchase Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time, the “Purchase Agreement”), pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, at the closing of the transactions contemplated by the Purchase Agreement and from time to time upon the occurrence of certain conditions following the closing (the “Closing”) of the transactions contemplated by the Purchase Agreement, as consideration for the sale and transfer by ZenSports of certain assets to the Company, the Company will issue and sell to ZenSports shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”); and

WHEREAS, as a condition to the obligations of the Company and ZenSports under the Purchase Agreement, the Company and ZenSports are entering into this Agreement for the purpose of granting certain registration rights to the Holders.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1

2

8.Underwritten Offering 

9.One or more Holders of Registrable Securities may, after a Shelf Registration Statement becomes effective, deliver a written notice to the Company (the “Underwritten Offering Notice”) specifying that the sale of some or all of the Registrable Securities subject to such Shelf Registration Statement is intended to be conducted through an Underwritten Offering, which Underwritten Offering Notice shall specify the number or amount of Registrable Securities intended to be included in such Underwritten Offering; provided, however, that, without the Company’s prior written consent, which may be withheld, conditioned, denied, or delayed for any reason or for no reason, a Holder may not launch an Underwritten Offering (A) if the anticipated gross proceeds are expected to be less than $15,000,000 (unless the Holder, collectively with its Affiliates, is proposing to sell all of their remaining Registrable Securities, in which case the gross proceeds should be expected to be at least $5,000,000) or (B) if such Underwritten Offering is a Marketed Underwritten Offering, within 30 days of any other Marketed Underwritten Offering by the Holders. 

10.In the event of an Underwritten Offering, the Holder(s) delivering the Underwritten Offering Notice shall select the managing underwriter(s) to administer the Underwritten Offering; provided, that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which shall not be unreasonably withheld, conditioned, denied, or delayed. The Company and the Holders participating in an Underwritten Offering will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering. 

11.Upon receipt of an Underwritten Offering Notice (which, in the case of an Underwritten Offering that is an underwritten block trade or bought deal, shall be received by the Company not less than two Business Days prior to the day such offering is first anticipated to commence, and in other cases, five Business Days prior to such offering), (A) the Company shall, if such notice relates to a Marketed Underwritten Offering other than an underwritten block trade, promptly deliver to each other Holder written notice thereof and if, within three Business Days after the date of the delivery of such notice, a Holder shall so request in writing, the Company shall include in such Marketed Underwritten Offering all or any part of such Holder’s Registrable Securities as such Holder requests to be registered, subject to Section 1.6(d) and (B) the Company shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Underwritten Offering (which, in the case of an Underwritten Offering that is an underwritten block trade or bought deal, may close as early as two Business Days after the date it commences). 

13.No Holder may participate in any Underwritten Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, including any customary lockup agreements requested by the managing underwriters, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lockup agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights. 

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16.Except with respect to a Shelf Registration Statement, if the Company proposes to file a registration statement under the Securities Act with respect to an offering of Common Stock, whether or not for sale for its own account (other than a registration statement for an Excluded Registration), then the Company shall give prompt written notice of such filing, which notice shall be given, to the extent reasonably practicable, no later than ten Business Days prior to the filing date (the “Piggyback Notice”) to the Holders. The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities as each such Holder may request (each, a “Piggyback Registration Statement”). Subject to Section 1.8(b), the Company shall include in each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each, a “Piggyback Request”) within five Business Days after the date of the Piggyback Notice. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such registration statement. The Company may postpone or withdraw a Piggyback Registration Statement at any time prior to effectiveness of such Piggyback Registration Statement without incurring any liability to the Holders. 

17.If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an Underwritten Offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (3) first, the securities proposed to be sold by the Company for its own account; (4) second, the Registrable Securities of the Holders that have requested to participate in such Underwritten Offering and any other persons with piggyback registration rights who have the right to participate and that have requested to participate in such offering, allocated pro rata among such selling holders on the basis of the total amount of securities owned by each selling holder and its Affiliates (other than the Company); and (5) third, any other securities of the Company held by other parties, who have been requested that their securities be so included, allocated pro rata among such holders on the basis of the percentage of securities of the Company then held by such holders; provided, that Holders may, prior to the earlier of (a) the effectiveness of the registration statement and (b) the time at which the offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their request to be included in such registration pursuant to this Section 1.8. 

4

5

6

that the representations and warranties of the Company contained in any agreement contemplated by Section 2.1(h) relating to any applicable offering cease to be true and correct or (15) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose;

17.promptly furnish counsel for each underwriter, if any, and for the Holder(s) and their respective counsel copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus (for the avoidance of doubt, including, but not limited to, any comment letters received from the SEC or any state securities authority); and 

18.shall take all other reasonable steps, at the written request of the Holder(s), necessary to effect the registration and offer and sale of the Registrable Securities as required hereby. 

The Holders agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.1(f), Section 2.1(o)(ii) or Section 2.1(o)(iii), the Holders shall discontinue disposition of any Registrable Securities covered by such registration statement or the related prospectus until receipt of the copies of the supplemented or amended prospectus, which supplement or amendment shall, subject to the other applicable provisions of this Agreement, be prepared and furnished as soon as reasonably practicable, or until the Holders are advised in writing by the Company that the use of the applicable prospectus may be resumed, and have received copies of any amended or supplemented prospectus or any additional or supplemental filings which are incorporated, or deemed to be incorporated, by reference in such prospectus (such period during which disposition is discontinued being an “Interruption Period”) and, if requested by the Company, the Holders shall use reasonable best efforts to return, and cause the Holders to return, to the Company all copies then in their possession, of the prospectus covering such Registrable Securities at the time of receipt of such request. As soon as practicable after the Company has determined that the use of the applicable prospectus may be resumed, the Company will notify the Holders thereof. In the event the Company invokes an Interruption Period hereunder and in the reasonable discretion of the Company the need for the Company to continue the Interruption Period ceases for any reason, the Company shall, as soon as reasonably practicable, provide written notice to the Holders that such Interruption Period is no longer applicable.

7

20.Expenses of RegistrationAll Registration Expenses incurred in connection with any registration or offering pursuant to Article I shall be borne by the Company. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders included in such registration. 

·furnish to the Holder upon written request a written statement by the Company as to its compliance with the reporting requirements of the Exchange Act; and 

·take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or any similar rule or regulation hereafter adopted by the SEC. 

8

effective registration statement and if the Company provides each Holder the opportunity to participate in such Underwritten Offering in accordance with and to the extent required by the terms of this Agreement, then each Holder shall for so long as such Holder together with its respective Affiliates beneficially owns greater than five percent (5%) of the then-outstanding Common Stock, if requested by the managing underwriter or underwriters, enter into a customary “lock-up” agreement relating to the sale, offering or distribution of Registrable Securities, in the form reasonably requested by the managing underwriter or underwriters, covering the period commencing on the date of the prospectus or prospectus supplement pursuant to which such offering may be made and continuing until the date specified by the Company or the managing underwriters (such period not to exceed ninety (90) days); provided, that the foregoing provision shall be applicable to the Holders only if all named executive officers and directors of the Company and all other stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (on an as-converted basis) are subject to substantially similar restrictions as the Holders; provided, further, that nothing herein will prevent (i) any transfer of any shares to any trust for the direct or indirect benefit of the Holder or an immediate family member of the Holder so long as the shares of Common Stock owned by the trustee of such a trust are aggregated with the Holder’s shares in calculating abiding by the five percent (5%) market standoff provisions of this Section 2.7 or (ii) any Holder that is a partnership, limited liability company, corporation or other business entity from making a transfer to an Affiliate; provided, further, any discretionary waiver or termination of this Section 2.7 by such underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata, based upon the number of Registrable Securities subject to such obligations unless such waiver or termination is for a bona fide emergency or hardship.

9

the Holder Information written regarding such Holder furnished to the Company in writing by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder.

10

denied, or delayed), consent to entry of any judgment or enter into any settlement which (A) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation and (B) does not include any statement as to any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. The indemnity agreements contained in this Article III shall not apply to amounts paid in settlement of any claim, loss, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned, denied, or delayed. The indemnification set forth in this Article III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (together with one local counsel, if appropriate) for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

11

TRANSFER AND TERMINATION OF REGISTRATION RIGHTS

12

Agreement, constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. This Agreement is not intended to and shall not confer any rights or remedies upon any person other than the parties hereto, their respective successors and permitted assigns and any Indemnified Party hereunder.

(b)Each party hereto irrevocably submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. 

13

KeyStar Corp.

8400 W. Sunset Rd., Suite 300

Las Vegas, Nevada 89113

Attn: John Linss, CEO
Email: john.linss@gmail.com

with a copy (which shall not constitute notice) to:

Clark Hill PLC

14850 N. Scottsdale Road, Suite 500

Scottsdale, Arizona 85254

Attn: Daniel A. Schenck

Email: dschenck@clarkhill.com

If to the Holders:

ZenSports, Inc.
78 SW 7th Street, Suite 800
Miami, FL 33130
Attn: Mark Thomas, CEO
Email: mark@zensports.com

with a copy (which shall not constitute notice) to:

Goodwin Procter LLP
520 Broadway, Suite 500
Santa Monica, CA 90401
Attn: Geoffrey M. Ossias
Email: gossias@goodwinlaw.com

14

Any notice received at the addressee’s location on any Business Day after 5:00 p.m., addressee’s local time, or on any day that is not a Business Day will be deemed to have been received at 9:00 a.m., addressee’s local time, on the next Business Day. From time to time, any party hereto may provide notice to the other parties hereto of a change in its address or e-mail address through a notice given in accordance with this Section 5.9, except that that notice of any change to the address or any of the other details specified in or pursuant to this Section 5.9 will not be deemed to have been received until, and will be deemed to have been received upon, the later of the date (A) specified in such notice or (B) that is five Business Days after such notice would otherwise be deemed to have been received pursuant to this Section 5.9.

13.No Inconsistent Agreements 

15

Other Registration Right Agreements. The Company is not currently a party to any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are on parity with or senior to, or inconsistent with, the registration rights granted to the Holders pursuant to this Agreement. The Company shall not enter into any agreement with respect to its securities (a) that is inconsistent with or violates the rights granted to the Holders by this Agreement, (b) that would allow any holder or prospective holder of any securities of the Company to include such securities in any Underwritten Offering or registration giving rights to the rights under Section 1.8 unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders included therein or (c) on terms otherwise more favorable than this Agreement.

14.  Independent Agreement by the Holders

The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder, and no provision of this Agreement is intended to confer any obligations on any Holder vis-à-vis any other Holder. Nothing contained herein, and no action taken by any Holder pursuant hereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated herein.

[Signature pages follow]

16

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first above written.

KEYSTAR CORP.

By:________________________ 

Name: John Linss 

Title: Chief Executive Officer 

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first above written.

ZENSPORTS, INC.

By:________________________ 

Name: Mark Thomas 

Title: Chief Executive Officer 

[Signature Page to Registration Rights Agreement]

“Business Day” means any day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized or required by law to be closed.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Marketed Underwritten Offering” means any Underwritten Offering that includes a customary “road show” or other marketing efforts by the Company and the underwriters, which, for the avoidance of doubt, shall not include block trades.

“Minimum Liquidity Condition” means the satisfaction of all of the following: (i) a minimum average daily trading volume of 2,000 shares of Common Stock for the immediately preceding 30 consecutive trading days with trading occurring on more than half of those 30 days, (ii) an average closing price of at least $4.00 per share of Common Stock over the immediately preceding 30 consecutive trading days and (iii) at least 1 million unrestricted shares of Common Stock held by Persons other than Affiliates of the Company and with all such unrestricted shares having an average market value of at least $15 million in the aggregate for the immediately preceding 30 consecutive trading days.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization or any other entity, including a governmental authority.

1

“register”, “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement or the automatic effectiveness of such registration statement, as applicable.

2

“Underwritten Offering” means a registered offering in which securities of the Company are sold to one or more underwriters on a firm commitment basis for reoffering to the public, including through a block trade or a bought deal.

“WKSI” means a “well-known seasoned issuer” as defined under Rule 405.

INDEX OF TERMS

3

EXHIBIT B

JOINDER TO REGISTRATION RIGHTS AGREEMENT

This JOINDER (this “Joinder”) to the Registration Rights Agreement, dated as of  August 26, 2022 (the “Agreement”), by and between KeyStar Corp., a Nevada corporation (the “Company”), and ZenSports, Inc., a Delaware corporation (“ZenSports”), is made and entered into as of ________, 20__ by and between the Company and ________(“Holder”). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Agreement.

WHEREAS, Holder has acquired __________ shares of Common Stock from ZenSports (or its successor or permitted transferee).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:

1.Agreement to be Bound. Holder hereby (i) acknowledges that Holder has received and reviewed a complete copy of the Agreement and (ii) agrees that upon execution of this Joinder, Holder shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement applicable to ZenSports (or its successor or permitted transferee) or any other Holder thereto. 

2.Counterparts; Facsimile Signatures. This Joinder may be executed in one or more counterparts (including by facsimile or electronic mail), each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto. 

[Signature Page Follows]

B-1

IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the date first set forth above.

KEYSTAR CORP.

By: ** / Exhibit – Do Not Sign / **

Name:  

Title: 

[Signature Page to Joinder to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the date first set forth above.

____________________

By:** / Exhibit – Do Not Sign / ** 

Name: 

Title: 

Asset Purchase Agreement

EXHIBIT C

Bonus Payee; Signing Bonuses

TO

ASSET PURCHASE AGREEMENT

BY AND AMONG

KEYSTAR CORP., ZENSPORTS, INC., MARK THOMAS, ETAN MIZRAHI-SHALOM, ADIL SHER AND JOHN DULAY

August 26, 2022

______________________________________________________________________________

Capitalized terms used in the following disclosure schedules (“Schedules”) but not defined therein shall have the meanings given to them in the Asset Purchase Agreement of even date herewith (the “Agreement”), by and among KeyStar Corp., a Nevada corporation (“Purchaser”), ZenSports, Inc., a Delaware corporation (“Seller”), Mark Thomas (“Mark”), Etan Mizrahi-Shalom (“Etan”), Adil Sher (“Adil”), and John Dulay (“John” and together with Mark, Etan, and Adil, each a “Key Person” and collectively the “Key Persons”). Seller and Key Persons are collectively referred to as the “Seller Parties.”  The following Schedules are deemed to be an integral part of the Agreement and are incorporated by this reference in their entirety into the Agreement.

The inclusion of any information or item in the Schedules is intended only to qualify the representations and warranties of the Seller Parties in Articles 4 and 5 of the Agreement and are not intended to broaden the scope of any representation or warranty of the Seller Parties contained in Articles 4 or 5 of the Agreement.  Information disclosed herein may include information that is not required to be disclosed under the Agreement; such disclosures disclosure will not affect the interpretation of the Agreement or the scope of the disclosure obligations under the Agreement.  Inclusion of information contained in the following Schedules will not, in and of itself, be construed as an admission that such information is material.  No item or information in the Schedules relating to any possible default, breach or violation of any contract or agreement will be deemed by any Seller Party to be an admission or acknowledgement to any third party of liability of such Seller Party.

SCHEDULE 2.1(a)

Specific Acquired Assets

1.ZenSports Bet US iOS App 

2.ZenSports Bet US Android App 

3.ZenSports Bet Mobile Web App 

4.ZenSports Play (Esports) iOS App 

5.ZenSports Play (Esports) Android App 

6.ZenSports Bet Nevada iOS app 

7.ZenSports Bet Nevada Android app 

8.ZenSports Payments API 

9.All technology software, code, databases, and architecture related to the above ZenSports apps and API’s. 

10.ZenSports player/customer database of approximately 25,000 accounts. 

11.ZenSports website and code located at zensports.com, and all existing sub-pages within the zensports.com website. 

12.All rights to the name and brand “ZenSports”, including all common law and registered trademarks associated with the ZenSports name and DBA (however, this does not include the ZenSports, Inc. entity name).  This includes the “ZENSPORTS” federal trademark (Serial # 87169800, Registration # 5413786). 

13.Approximately 1,572,367,601 SPORTS utility tokens held in total across the following company wallet addresses: 

a.Reserve:  

b.Token Bonus Plan:  

c.Marketing:  

d.Master Wallet for App Transactions:   

e.Goods & Services:  

f.SPORTS API Gas:  

g.Trading:  

h.Test Wallet:  

i.Test Wallet:  

14.All rights related to the un-minted NFTs listed in the “Items” section at https://opensea.io/collection/zensportsians 

15.All sales, marketing, and design materials/assets used by Seller. 

16.All podcasts within The ZenSports Podcast Network. 

17.The following online and social media accounts: 

a.Twitter: https://twitter.com/zensports (@ZenSports) 

b.Twitter: https://twitter.com/ZenSportsia (@ZenSportsia) 

c.Discord: https://discord.com/invite/gnwAUarJtx 

d.Facebook: https://www.facebook.com/thezensports 

e.Facebook: https://www.facebook.com/zensportsia 

f.LinkedIn: https://www.linkedin.com/company/zensports/ 

g.LinkedIn: https://www.linkedin.com/showcase/zensportsia/ 

h.Instagram: https://www.instagram.com/thezensports/ 

i.Instagram: https://www.instagram.com/zensportsia/ 

j.YouTube: https://www.youtube.com/channel/UCV1-APHUQe-FKl1-Vs_BD6g 

k.Telegram: https://t.me/thezensports 

18.Independent Test Lab certification of Nevada apps from BMM. 

19.ZenSports Information Services, LLC data provider API. 

20.P2PB2B Market Making Wallet: https://p2pb2b.com/trade/SPORTS_USDT/ 

21.Seller-owned cellular phones and laptops. 

22.Marketing swag and conference marketing materials in storage, including booth signs, company-branded clothing, and other company-branded swag. 

24.All data and information of Seller with its accounts with each of the following: 

a.Algolia 

b.LSports Data LTD 

c.P2PB2B 

d.SportsData 

e.Network Security Associates 

25.All phone numbers assigned to Seller with its account with AT&T. 

26.All website domains registered to ZenSports, Inc., except bigwheel.casino and bigwheel.co, including: 

SCHEDULE 2.1(b)

Assumed Contracts

SCHEDULE 2.1(c)

Prepaid Expenses

SCHEDULE 4.1

Seller Group Jurisdictions

1.Seller is incorporated in Delaware.  It is qualified to do business in Delaware, Nevada, and California. 

2.ZIS is incorporated in Nevada.  It is qualified to do business in Nevada. 

SCHEDULE 4.4(A)

FINANCIAL STATEMENTS

SCHEDULE 4.5

Gambling Handle Calculation & Policy

Per the Seller’s accounting policy for virtual currency that the Company’s CPA composed, the value of SPORTS tokens reported should reflect the fair market value (“FMV”)  of such Tokens at the end of the reporting period. Seller determined the FMV by following reasonable approaches such as considering market conditions, supply and demand, and other qualitative factors. As a privately held entity, Seller has had full purview over this FMV determination process. In addition, Seller separates out the FMV for revenue/expense purposes and balance sheet purposes because it determined that the value attributed to growth should reflect what customers are willing to transact with it vs assets held on the Seller’s balance sheet and what it could get in the open market from liquidating all of its SPORTS token holdings.

The Seller used the following FMV in the calculation of revenues and expenses:

1.The original minting of SPORTS tokens in July 2019 was done based on an FMV of $0.0025/token. When minting a brand new token that never previously existed, it’s difficult to come up with a quantitative approach for determining the FMV of a new token. As such, the FMV at the time of minting of the new token was determined using as many reasonable assumptions as could be afforded. During July 2019, the Seller raised a SAFE round of funding from investors at a $4.75M pre-money Valuation Cap (approx. $6M post-money Valuation Cap). It was determined to make the initial SPORTS token total valuation represent approximately double the Valuation Cap of the SAFE because of the immense popularity and demand for tokens at the time. A $12M SPORTS token total valuation divided by approximately 5B SPORTS tokens in circulation = $0.0024/token. This was rounded this up to $0.0025/token for marketing and ease of use purposes. 

2.The $0.0025/token minting FMV was kept for revenue and expense calculation purposes from the minting in July 2019 through December 2020. Despite the fact that the actual token price traded lower than this on exchanges such as Dcoin, P2PB2B, and the Seller’s own exchange, these exchanges all had extremely low liquidity and order book volume, and one small trade could easily send the token price skyrocketing or tanking, thus making the actual trading price of the token a poor use of FMV determination. The Seller continued rapid customer growth and raising additional rounds of funding at significantly higher valuations, and so the determination was made to continue using the original minting price of $0.0025/token for the FMV through December 2020. 

3.In January 2021, in an effort to decentralize and preserve cash flow, the Seller made the determination to not actively spend money to vigorously support the token price in its own trading exchange. Thus, the Seller determined that it would be best to lower the FMV used in its revenue and expense calculation from $0.0025/token to $0.00105 per token. This new FMV was used through July 31, 2021, at which time, the Seller discontinued its international operations and no longer needed to calculate the exchange rate for revenue or expense purposes. 

SCHEDULE 4.6

Ordinary Course of Business Exceptions

1.Purchaser hired several employees and independent contractors of Seller on June 16, 2022. 

SCHEDULE 4.7(b)

Business Contracts

SCHEDULE 4.8(a)

Tangible Acquired Assets with Leasehold Interest

SCHEDULE 4.9

Inventory

1.Approximately 1,572,367,601 SPORTS utility tokens held in total across the following Seller wallet addresses: 

a.Reserve:  

b.Token Bonus Plan:  

c.Marketing:  

d.Master Wallet for App Transactions:  

e.Goods & Services:  

f.SPORTS API Gas:  

g.Trading:  

h.Test Wallet:  

i.Test Wallet:  

2.All rights related to the un-minted NFTs listed in the “Items” section at https://opensea.io/collection/zensportsians 

3.P2PB2B Market Making Wallet: https://p2pb2b.com/trade/SPORTS_USDT/ 

4.Marketing swag and conference marketing materials in storage, including booth signs, company-branded clothing, and other company-branded swag. 

SCHEDULE 4.12(a)

Business Intellectual Property Exceptions

NONE

SCHEDULE 4.12(b)

IP Agreements

SCHEDULE 4.13(a)

SPORTS Utility Token Benefits

1.The Seller’s customers can wager on sports within the ZenSports app using SPORTS utility tokens. 

2.The Seller’s customers can earn discounts, cash back, bonuses, and other rewards when betting with SPORTS tokens. 

3.The Seller’s customers can trade SPORTS utility tokens within the ZenSports trading exchange or the P2PB2B trading exchange (additional exchanges to launch in the future). 

4.Other benefits and rewards may be offered in the future. 

SCHEDULE 4.13(d)

Disruptions to Trading of SPORTS Tokens

1.The Seller initially listed its SPORTS tokens for trading on a Singapore-based cryptocurrency exchange called DCoin on September 12, 2019. In January 2020, DCoin had a security breach and technical bug that led to a disruption in the trading of SPORTS tokens and subsequently, a significant drop in the price of SPORTS. On January 20, 2020, the Seller formally submitted a letter to DCoin, requesting immediate removal of the SPORTS token listing from its exchange. As a replacement for our Dcoin listing, the Seller built out its own cryptocurrency trading exchange within ZenSports, where customers can trade SPORTS tokens directly in the ZenSports app. This gives the Seller full control over the customer experience. The Seller also later in 2020 listed its SPORTS token on cryptocurrency trading exchange P2PB2B, and there have been no issues or interruptions with its listing there. 

SCHEDULE 4.14

Insurance Policies

1.Business Owner’s Policy: 

·Broker: Embroker 

·Coverage Provided By: CONTINENTAL CASUALTY COMPANY 

·Effective Dates: 07/15/2022 – 07/15/2023 

PROPERTY COVERAGE LIMIT OF INSURANCE

The following deductible applies unless a separate deductible is shown on the Schedule of

Locations and Coverage.

Deductible: $500

Business Income and Extra Expense Coverage

Business Income and Extra Expense 12 Months Actual Loss Sustained

Business Income and Extra Expense - Dependent Properties $10,000

Employee Dishonesty $25,000

Forgery and Alteration $25,000

LIABILITY COVERAGE LIMIT OF INSURANCE

Liability and Medical Expense Limit - Each Occurrence $1,000,000

Medical Expense Limit -- Per Person $10,000

Personal and Advertising Injury $1,000,000

Products/Completed Operations Aggregate $2,000,000

General Aggregate $2,000,000

Damage To Premises Rented To You $1,000,000

Employment Practices/Fiduciary Liability Retroactive Date: 07/15/2021 $10,000

EPLI Deductible: $0

Hired Auto Liability $1,000,000

Nonowned Auto Liability $1,000,000

POLICY NUMBER INSURED NAME AND ADDRESS

B 7012856323 ZenSports, Inc.

750 N SAN VICENTE BLVD

WEST HOLLYWOOD, CA 90069

SCHEDULE OF LOCATIONS AND COVERAGE

LOCATION 1 BUILDING 1

750 N San Vicente Blvd

West Hollywood, CA 90069

Construction: Fire Resistive

Class Description: PRE-PACKAGED SOFTWARE - DEVELOPMENT & DESIGN

Inflation Guard 3%

Windstorm or Hail Deductible: $25,000

PROPERTY COVERAGE LIMIT OF INSURANCE

Accounts Receivable $25,000

Building Not Covered

Business Personal Property $510

Electronic Data Processing $50,000

Equipment Breakdown $510

Fine Arts $25,000

Ordinance or Law - Demolition Cost, Increased Cost of Construction $25,000

Seasonal Increase: 25%

Sewer or Drain Back Up $25,000

Valuable Papers & Records $25,000

SCHEDULE 4.15

Litigation Matters

1.The Associated Press represented by Higbee & Associates – Our marketing team accidentally wrote a blog post that included an image of baseballs that were taken by the Associated Press. The Associated Press requested a settlement in the amount of $1,250 for violating their trademarked image, which we paid and subsequently took the image down from the blog post. 

SCHEDULE 4.19(e)

Employment Law Exceptions

1.Mark Thomas Retroactive Compensation and Release of Wage Claims – Between August 2016 and November 2020, Mark Thomas took $0 salary, which could have technically been viewed as a potential wage claim. Mark Thomas was retroactively paid minimum wages for that time period in January 2022 and signed the a Release of Wage Claims Agreement with the Seller, which has been made available to Purchaser. 

SCHEDULE 4.20

Tax Exceptions

1.The Seller received an extension on filing its 2021 tax return, which it intends to file in September 2022. 

2.The Seller has approximately $55,000 in payroll taxes from FY 2022 Q2 that will be paid in September 2022. 

SCHEDULE 4.21

Related Party Property

1.Mark Thomas is the sole owner of ZenSports Limited, a Malta private limited liability company. 

SCHEDULE 6.6(c) 

Post-Closing Capitalization of Purchaser