In a merger and acquisition transaction that is only in cash and has not exchanged shares, it is not necessary to calculate the exchange ratio. Sometimes a theoretical exchange ratio is given; In other cases, this area is left blank in the assessment model. The theoretical exchange ratio is used to show what a 100% stock trade would look like. Shareholders and DR acknowledge that the 94.2% figure will not affect the issuance of warrants to purchase 86,000 common shares of the Company, resulting in a proposed share split of 1:100. The warrants were issued in partial consideration for loans of $430,000 granted to a subsidiary of Mikab dated May 27, 2021. (b) Performance of Obligations. PhoneBrasil has fulfilled in all material respects all agreements to be performed by it under this Agreement and has performed in all material respects all actions contemplated in this Agreement before or at the time of closing, and PhoneBrasil has complied in all material respects with the course of action required by this Agreement. When the shareholders of a target company exchange their shares for those of the acquiring company as part of an acquisition or merger, this is called a share-based asset exchange. The shares of each company must be accurately valued in order to determine an appropriate ratio for the exchange.

If an employee exercises a stock option and pays for new shares with their existing shares, this is also a stock exchange. This SHARE EXCHANGE AGREEMENT dated 1. October 2019 (the “Agreement”) by and between Well Benefit International Limited, a British Virgin Islands corporation (“Well Benefit”), Global Seed Corporation, a Texas corporation (“GLBD”) and the shareholders of Well Benefit, whose names are listed in Exhibit A (“Well Benefit Shareholders”). SECTION 1.03. Beginning six (6) months after the Effective Date, the Company may sell up to 1,215,313 CSI Shares and CSI may sell 1,944,500 GSRX Shares every six (6) months, subject to compliance with applicable securities laws and exchange rules. This SECOND AMENDMENT TO THE SHARE EXCHANGE AGREEMENT (the “Second Amendment”) dated 28. January 2020 between Diginex Ltd., a Hong Kong company (the “Company”), the shareholders of the Company (each, a “Shareholder” and collectively, the “Shareholders”), Pelham Limited, a Hong Kong Company, acting as a shareholder representative (the “Shareholder Representative”), Diginex Limited, a limited liability company in Singapore (“Singapore NewCo”) (f/k/a Digital Innovative Limited), DIGITAL INNOVATIVE LIMITED, a British Virgin Islands company (“BVI NewCo”) and 8i Enterprises Acquisition Corp, a British Virgin Islands corporation (the “Buyer”). The shareholders listed in Appendix A agree to exchange each share they hold in Advanced Interactive Gaming, Inc. for one common share of Virtual Interactive Technologies Corp.

(f/k/a Mascota Resources). SECTION 6.01. Public announcements. CSI and the Company will consult and give each other an opportunity to review and comment on any press release or other public statement regarding the Agreement and the Transactions prior to such consultation and will not issue any such press release or public statement, except as required by applicable law. legal proceedings or obligations arising from a listing agreement with national stock exchanges. 9.03 Voting Agreement. Until shareholders hold the 94.2% figure referred to in Article 9.02, DR will vote its PhoneBrasil preferred shares at a meeting of PhoneBrasil shareholders at the request of the holders of the majority of the remaining preferred shares of PhoneBrasil (the “Majority Shareholders”) or sign a written consent at the request of the majority shareholders. PhoneBrasil Preferred Shares include PhoneBrasil Series A Convertible Preferred Shares issued following the reclassification of PhoneBrasil Preferred Shares outstanding as of the date of this Agreement.

14.09 Entire Agreement. This Agreement and the lists and annexes thereto constitute the entire agreement of the undersigned with respect to the subject matter hereof and supersede all prior written or oral agreements between the parties. 4.06 conflict with agreements; Approvals. The performance and delivery of this Agreement shall not conflict with the provisions of Mikab`s Certificate of Incorporation or Articles of Incorporation or shall not result in any breach of any provision of Mikab`s Certificate of Incorporation or Articles of Incorporation or any loan or credit agreement, promissory note, mortgage, lease, lease, benefits plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, law, ordinance, rule or order applicable to Mikab or its real estate or assets. No consent, approval, order, authorization, registration, declaration or filing with any governmental entity is required by or related to Mikab in connection with Mikab`s signature and delivery of this Agreement or Mikab`s performance of the transactions contemplated hereunder, except for filing Form D with the SEC and filing with state securities regulators. SECTION 2.19. Application of takeover bid protection. The Company may have taken all necessary steps to render inapplicable the acquisition of controlling shares, business combination, poison pill (including distribution under a rights agreement) or other similar anti-takeover provisions in accordance with the Company`s governing documents or the laws of its State of incorporation that are or may become applicable to the Company if the Company fails to fulfill its obligations or exercise its rights in under this Agreement. including, but not limited to, the issuance of GSRX shares to CSI.