Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 31, 2024

AWAYSIS CAPITAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-21477

27-0514566

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

3400 Lakeside Dr, Suite 100, Miramar, Florida 33027

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (855) 795-3311

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry Into A Material Agreement.

On December 31, 2024, Awaysis Belize ltd (“Awaysis Belize”), a Belize corporation and wholly-owned subsidiary of Awaysis Capital, Inc. (the “Company”), acquired all of the stock and substantially all of the assets (the “Transaction”) of Chial Mountain ltd (“Chial Mountain”), a Belize corporation, pursuant to the terms and conditions of an Agreement of Purchase and Sale (the “Asset Purchase Agreement”), dated December 31, 2024 and effective December 20, 2024, between Chial Mountain and Awaysis Belize. Chial Mountain is an affiliate of Michael Singh, the Company’s Chairman and Co-CEO.

Pursuant to the terms of the Asset Purchase Agreement, Awaysis Belize acquired all outstanding shares of Chial Mountain and concurrently acquired substantially all of the assets of Chial Mountain, including, but not limited to: (i) all tangible and intangible property of Chial Mountain; and (ii) certain real property located in the Cayo District of Belize, aggregating over 21 acres (the “Chial Properties”). The Chial Properties include approximately 35 villas consisting of an estimated 59,000 square feet that are expected to be further developed and renovated by the Company as an “Awaysis” branded residential enclave community.

The Asset Purchase Agreement contains limited representations and warranties, and provides that the assets are being sold on an “as is, where is” basis, without any express or implied warranties, except as expressly set forth therein.

Chial Mountain shall indemnify Awaysis Belize for any claims brought against Chial Mountain related to a lease that was not disclosed prior to the closing of the Transaction.

The aggregate estimated purchase price for the Transaction is $5,500,000, subject to potential adjustments, consisting of: (i) $2,400,000 in cash; (ii) a $1,500,000 secured promissory note, dated December 21, 2024, between the Company and Michael Singh (the “Promissory Note”), which bears no interest and has a maturity date on the earlier of February 15, 2025, or the up-listing of the Company to the NYSE American; and (iii) a $1,600,000 senior convertible promissory note, dated December 20, 2024, between the Company and Michael Singh (the “Convertible Note”), which bears interest at a rate of 3.5% per annum and has a maturity date of June 30, 2025.

The Promissory Note and Convertible Note are secured by first priority liens on substantially all of the assets of the Company and contain customary events of default, which entitle Mr. Singh, among other things, to accelerate the due date of the unpaid principal and accrued and unpaid interest to the extent applicable.

The Convertible Note is convertible at the option of Mr. Singh into shares of the Company’s common stock at a conversion price equal to the closing price of the Company’s common stock on the trading day immediately prior to Mr. Singh’s delivery of a notice of conversion, as set forth therein.

In order to comply with several legal formalities of Belize, Mr. Singh and Andrew Trumbach, the Company’s Co-CEO and Chief Financial Officer, directly formed and were 100% owners of Awaysis Belize before transferring 100% of their ownership to the Company (the “Transfer”).

On December 31, 2024, in connection with the Transfer and in preparation of the Transaction, the Company, Messrs. Singh and Trumbach, and Awaysis Belize, entered into a Stock Purchase and Sale Agreement (“Awaysis Belize Purchase Agreement”), dated December 31, 2024 and effective December 21, 2024, whereby the Company acquired full ownership of Awaysis Belize from Messrs. Singh and Trumbach for nominal consideration. The Awaysis Belize Purchase Agreement contains customary representations, warranties, and covenants by each party.

The foregoing descriptions of the agreements relating to the Transaction and Transfer, including the Asset Purchase Agreement and Awaysis Belize Purchase Agreement, the Promissory Note, and the Convertible Note are qualified in their entirety by reference to the terms of such agreements, copies of which are filed hereto as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, and are incorporated herein by reference.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.01.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

Exhibit		Description
10.1		Agreement of Purchase and Sale, entered into on December 31, 2024
10.2		Stock Purchase and Sale Agreement, entered into on December 31, 2024
10.3		Secured Promissory Note with Michael Singh, entered into on December 31, 2024
10.4		Senior Convertible Promissory Note with Michael Singh, entered into on December 31, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Company will amend this Current Report on Form 8-K to file any historical and/or pro forma financial statements as and to the extent required under applicable SEC rules, which the Company is evaluating.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 7, 2024

	AWAYSIS CAPITAL, INC.

	By:	/s/ Andrew Trumbach
	Name:	Andrew Trumbach
	Title:	Co-CEO and CFO

Exhibit 10.1

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) is made and entered into this 20th day of December 2024 by and between Chial Mountain Ltd. (“Seller”), and Awaysis Belize Ltd., (together with its subsidiaries, affiliates, successors, and assigns, collectively, (“Purchaser”).

WHEREAS Seller with full authority to sell the shares and properties more fully described in Exhibit A attached hereto and incorporated herein by this reference (the “Assets”);

WHEREAS Purchaser has the full authority to purchase the Assets; and

WHEREAS Seller has agreed to sell the Assets to Purchaser, and Purchaser has agreed to buy the Assets from Seller, on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, as well as the Letter of Intent, attached hereto as an Exhibit to this Agreement, the parties agree as follows:

1. SALE

Seller agrees to sell the Assets to Purchaser, and Purchaser agrees to buy the Assets from Seller, subject to the terms and conditions set forth in this Agreement.

2. PURCHASE PRICE AND MANNER OF PAYMENT

A) The purchase price of the Assets is no less than, unless otherwise adjusted for the value as determined by the real estate appraisal contemplated herein in Section C, adjusted for the valuation of moveable tools, furniture, vehicle, and equipment on the land as contemplated in Section C, or adjusted for the valuation during true up period contemplated in the Section (3)(A)(iii), plus the mutually agreed value of non-real estate assets offered by the Seller Five Million Five Hundred Thousand United States Dollars ($5,500,000 USD) (the “Purchase Price”), payable as follows:

B) On or before Closing, the Purchaser shall deliver Two Million Four Hundred Thousand United States Dollars ($2,400,000 USD) or its Belize currency equivalent on or before Closing.

C) First Promissory Note. On or before Closing, the Purchaser shall make and deliver to the Seller a Note (the “First Promissory Note”) i) in the amount of One Million Five Hundred Thousand United States Dollars ($1,500,000.00 USD) or its Belize currency equivalent ii) that is due and payable upon the first of either x) February 15, 2025 or z) the listing of Awaysis Capital, Inc. on the New York Stock Exchange iii) bears no interest and iv) is secured by a priority security interest in all the assets of the Buyer in the form of a UCC-1 filed in Florida and vi) Payable by Awaysis Capital, Inc to Michael Singh.

D) Second Convertible Promissory Note. On or before Closing, the Purchaser shall make and deliver to the Seller a Note (the “Second Convertible Promissory Note”) i) in the amount of One Million Six Hundred Thousand United States Dollars ($1,600,000 USD) or its Belize currency equivalent ii) that is due and payable on or before the Maturity Date of June 30, 2025 iii) bearing an interest rate of three and half percent (3.5%) per annum iv) that upon the election of the Seller is fully convertible into shares of Awaysis Capital, Inc. on or after the Maturity Date at the price at closing of the previous trading day on the date the notice of conversion is received and v) is secured by a priority security interest in all the assets of the Buyer using the form of a UCC-1 filed in Florida and vi) Payable by Awaysis Capital, Inc to Michael Singh.

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C) At least 30 days after the Closing Date, an Appraisal of the Assets consisting of real property and any fixtures, furniture, buildings, improvements, equipment attached to that real property being acquired under this agreement shall occur. The Appraiser shall be an independent Appraiser licensed in the jurisdiction of the Assets and shall be selected by the Seller. Both Parties agree that the Purchase Price of the Real and Personal Property portion of the Assets shall be amended by this appraisal. Any adjustments to the Purchase Price shall be negotiated within sixty (60) days after Appraisal in a separate Post Closing Agreement. In addition, at least 30 days after the Closing Date, a valuation consisting of moveable tools, furniture, vehicles, and equipment used for maintenance of the real property being acquired under this agreement shall occur. The valuation can be done by an independent Auditor licensed in the jurisdiction of the Assets who shall be selected by the Seller or by mutual agreement. Both Parties agree that the Purchase Price of the Real and Personal Property portion of the Assets shall be amended by this appraisal. Any adjustments to the Purchase Price shall be negotiated within sixty (60) days after Appraisal in a separate Post Closing Agreement.

3. REPRESENTATIONS AND WARRANTIES

A) To induce the parties to enter into this Agreement, and acknowledging that the parties are relying on each and all of the following representations and warranties, both Purchaser and Seller represent and warrant that:

i. Seller without any further action, consent or authority of any other party, and without violation of any party’s rights or claims, has full right, legal authority and capacity to enter into this Agreement, to make the covenants, representations and warranties contained in this Agreement, to sell and transfer title to the Assets to Purchaser, and to complete the transaction contemplated by this Agreement.

ii. On the Closing Date, subject only to Purchaser’s payment of the Purchase Price and Seller’s receipt of such free and clear, Seller immediately transfers to Purchaser good, valid and marketable title and exclusive and unrestricted right to possession of the Assets, including all outstanding shares, all intellectual property, tools, fixtures, furnishings, vehicle’s and equipment used for the operation of the Assets, rights, permits and entitlements that are associated with the Assets, and also including the transfer of any permits, intellectual Assets, or operations related to Assets, free and clear of any and all rights or interests of others, or any claims, liens, security interests, restrictions, conditions, options or other encumbrances of any kind held or claimed by any person (collectively, “Claims”).

iii. The Seller warrants that all mortgages, loans, or other long-term debt that encumber or may encumber the Assets have been or shall be paid in full before closing. However Seller warrants that there may be outstanding employment benefits and obligations, current accounts payable, contingent liabilities and current accounts receivable outstanding. Purchaser and Seller agree to a sixty (60) day true up period to negotiate the satisfaction and division of these obligations in a separate Post Closing Agreement to be negotiated which may include amendment of the Purchase Amendment.

iv. The benefits of the representations, warranties, covenants and indemnities contained in this Agreement shall survive completion of the transaction contemplated by this Agreement, including without limitation transfer of the Assets to Purchaser. It shall be a condition precedent to Purchaser’s obligations that the representations and warranties contained in this Agreement are true and correct on and as of the Closing Date and transfer of the Assets to Purchaser.

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v. Purchaser and Seller agree that only those leases disclosed to the Purchaser shall survive the closing of the purchase and sale transaction herein. The Seller indemnifies the Purchaser for any claim brought against the Purchase related to a lease that was not disclosed prior to the closing.

4. INSPECTION

Purchaser or a representative of Purchaser has inspected the Assets, and accepted the Assets, and agrees to purchase the Assets as is and where is when so viewed.

5. CLOSING DATE , DELIVERY AND EXPENSES

A) The Closing Date is the date Seller receives free and clear the Purchase Price as described above from Purchaser, and as a result of said payment, Seller immediately conveys title to the Assets to Purchaser in accordance with this Agreement. Such Closing Date shall take place on or before December 21, 2024 Purchaser and Seller shall have the right to extend such Closing Date for up to thirty (30) days.

B) On the Closing Date, Seller shall deliver to Purchaser or Purchaser’s counsel any signed Bill of Sale presented to Seller for the Assets showing Purchaser as the transferee.

6. SALES TAX

Purchaser shall be responsible for any transfer, import duties or charges with respect to this transaction.

7. MISCELLANEOUS

A) This Agreement (including the Exhibits attached hereto) represent the entire understanding of the parties herein with respect to the subject matter hereof, supersedes any and all other and prior agreements between the parties with respect to the subject matter hereof and declares all such prior agreements between the parties null and void.

B) The terms of this Agreement may not be modified or amended, except in a writing signed by the party to be charged.

C) This Agreement and all matters relating to it shall be governed by the laws of the Belize, Central America, without regard to conflicts of laws principles.

D) Any unresolved controversy which shall arise between the parties to this Agreement concerning its construction or application, shall be submitted to, and settled by, binding arbitration before a single arbitrator held in Belize City, Belize. The parties hereto agree that the arbitrator shall be chosen by the parties by mutual agreement. Any such claim(s) shall be arbitrated on a party-by-party basis and shall not be consolidated in any arbitration with any claim, controversy, or dispute of any other party. The prevailing party in arbitration shall be entitled to recover a reasonable sum for attorney’s fees and other costs. In the case of arbitration, the arbitrator will determine that sum.

E) This Agreement shall inure to the benefit of, and shall be binding upon, the successors, heirs, executors and administrators of the parties hereto.

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F) In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby, and any such invalid, illegal or unenforceable provision shall be deemed to be severable, and the remainder of the provisions of this Agreement shall nevertheless remain in full force and effect.

G) This Agreement may be executed in counterparts, physically or electronically, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

AGREED TO, SIGNED AND EXECUTED, the undersigned has put into effect this Agreement as of the effective date first written above.

PURCHASER

Per:	/s/ Andrew Trumbach

	Andrew Trumbach

	Print Name and Title

	[I Have Authority to Bind Purchaser]

SELLER

Per:	/s/ Michael Singh

	Michael Singh

	Print Name and Title

	[I Have Authority to Bind Seller]

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EXHIBIT A

The Assets shall be defined as:

All outstanding shares or Chial Mountain Ltd.

The following described real property:

ALL THAT piece of parcel of land being + 40.63, North-east of San Jose Succots Village, Cayo District in Deed of Conveyance dated 31st January 2017 in the name of CHIAL MOUNTAIN LTD.

ALL THAT piece of parcel of land being + 14.783 acres, North-east of San Jose Succots Village, Cayo District in Deed of Conveyance dated 31st January 2017 in the name of CHIAL MOUNTAIN LTD.

ALL THAT piece of parcel of land being + 7.31 acres, situate Chial Area, Cayo District in Deed of Conveyance dated 13th June 2017 in the name of CHIAL MOUNTAIN LTD.

All Personal, Tangible, and Intellectual Property including but not limited to licenses, permits, and property on the land necessary for the maintenance and operation of Chial Mountain Ltd. including fixtures, furnishings, vehicle’s and equipment to be provided on a Schedule to be included in the Post-Closing Agreement.

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Exhibit 10.2

STOCK PURCHASE AND SALE AGREEMENT

Awaysis Belize Ltd.

This Stock Purchase and Sale Agreement (“Agreement”) is to purchase one hundred percent (100%) of the outstanding and issued Stock of Awaysis Belize Ltd., a Belize corporation is entered into Andrew Trumbach and Michael Singh (collectively the “Seller”), Awaysis Belize Ltd., a Belize corporation (the “Company”), and Awaysis Capital, Inc., a Delaware Corporation headquartered in Florida (“Buyer”) on December 21, 2024. Buyer, Seller and Company may hereinafter individually be referred to in this Agreement as a “Party” and collectively referred to as “Parties”.

R E C I T A L S

WHEREAS, Company engages in real estate development and hospitality services from its location at 2 North Front Street, Belize City, Belize, C.A. (collectively, “Business Location”);

WHEREAS, Seller is the sole owner of all the issued and outstanding Stock (“Shares”) in the Company;

WHEREAS, Seller desires to sell, and Buyer desires to purchase, one hundred percent (100%) of the issued and outstanding shares from Seller (the “Transferred Stock”);

WHEREAS, The purchase price for the Shares is Ten Dollars ($10.00) (the “Purchase Price”) paid in accordance with Section 7 herein;

NOW, THEREFORE, for and in consideration of the mutual representations and agreements hereinafter contained, the Parties agree to the following terms:

1. Incorporation of Recitals. The above Recitals are true, correct and binding, and are hereby incorporated into this Agreement.

2. Definitions. The following definitions apply for purposes of this Agreement and all matters arising therefrom:

Closing shall mean execution of this Agreement by the Parties and the satisfaction by the Parties of all requirements herein.

Closing Date shall mean date of execution.

Contract shall mean any agreement, contract, commitment, instrument, document, certificate or other binding arrangement or understanding, whether written or oral.

Effective Date shall mean date of execution.

Encumbrances shall mean burdens, obstructions, claims, liens or other impediments on title to the Transferred Stock. Notwithstanding the foregoing, the Seller shall assume and satisfy at closing any outstanding debts or obligations of the Company

Business shall mean real estate development and hospitality as Services conducted by Company.

Business Location shall mean: 2 North Front Street, Belize City, Belize C.A..

Tax or Taxes shall mean all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

Tax Return means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

Transaction Expenses means any and all legal, accounting, consulting, investment advisory and other fees, costs and expenses of a Party incurred as a result of the transactions contemplated by this Purchase Agreement.

3. Purchase and Sale of Seller’s Interest. Subject to the terms and conditions set forth herein, Seller does hereby sell, transfer, assign and deliver to Buyer, and Buyer does hereby purchase and acquire from Seller, the Transferred Stock, free and clear of any and all Encumbrances. On the Closing Date, the Company will mark its records to indicate that Seller’s ownership interest has been canceled and the Transferred Stock shall be deemed sold to Buyer. Buyer shall take Seller’s Transferred Stock in full.

4. Description of Property Owned by Company. The property owned by Company, which Buyer is purchasing one hundred per cent (100%) of all Stock holds the following assets utilized in the Business of the Company and that are owned by the Company as specifically set forth herein:

a.)

All tools, computers and equipment used in connection with the Business and includes, but is not limited to, all printers, design equipment, tools, and inventory.

b.)

All Office Equipment owned by Company and used in connection with the Business which consists of, but is not limited to, desks, chairs, business telephone equipment, computer hardware.

c.)

DBAs owned by the Company.

d.)

All furniture used or maintained in connection with the Business and consists of all furniture, and the like, located at the Business Location.

e.)

All supplies, tools, inventory and instruments, owned and used in connection with the Business.

To the extent such exist and are within Seller’s possession, all records and files pertaining to the operation of the Business including work files, client lists, mailing records and contracts, trade names, office telephone numbers and copy of financial records, and their transfer will be described in Section 11 below. Included within this category, without limitation and to the extent such exist and are transferrable, without any obligation for Company or Seller to procure the same: (1) any contracts or agreements, such as maintenance, service or utility contracts, (2) warranties, guaranties and indemnities (to the extent transferable), (3) licenses, permits or similar documents, and (4) telephone numbers, and advertising contracts (collectively, the “Contracts”).

{Section 6 Intentionally Omitted}

7. Purchase Price/Additional Purchase Price/Terms and Buyer’s Inspection/Due Diligence.

Purchase Price. The purchase price of the Share interest is Ten Dollars ($10.00) (“Purchase Price”). At Closing, Buyer shall pay Seller the Purchase Price for the Transferred Stock in accordance with the terms stated hereinbelow, subject to adjustment upwards or downwards as follows:

Purchase Price. The Purchase Price shall be paid as follows:

Ten Dollars ($10.00) payable in certified funds from the Buyer to the Seller.

Buyer’s Due Diligence Inspection. Prior to signing this Agreement, Buyer represents and warrants that Seller delivered to Buyer’s complete satisfaction any documents requested by Buyer, including but not limited to: electronic copies of all financial and tax reports, accounting ledgers, work in progress reports, sales contracts, sales reports, marketing, customer lists and other business records relating to the Business that are in Seller’s possession or are otherwise available to Seller (the “Due Diligence Materials”). In the event the transaction contemplated hereby shall not close, Buyer shall promptly return the same to Seller or delete the electronic records from Buyer’s electronic devices and provide written confirmation of Buyer’s complete compliance. Buyer also agrees not to disclose to other third parties, except Seller grants Buyer and Buyer’s agents, representatives and designees, the right to review all electronic records of the Business referenced above and to enter the Business Location to inspect them. Buyer acknowledges that Buyer has received such documents to Buyer’s complete satisfaction and waives any requirement to review or otherwise conduct further due diligence and proceed without such missing or incomplete documentation, if any.

Due Diligence. The term “Due Diligence Period” shall mean that Buyer has been given full and unfettered access to all financial and Business operations of Seller, and upon execution of this Agreement, Buyer has concluded Buyer’s due diligence to Buyer’s complete satisfaction and acknowledges and agrees is accepting the Business, the assets and Shares in As-Is and Where-Is condition without any representations or warranties, expressed or implied, except as specifically identified in this Agreement.

9. Bank Accounts, Cash, Accounts Receivable and True-Up.

a.)

Buyer and Seller agree that this Agreement includes the transfer of the purchased stock, accounts receivable, all obligations and liabilities, and all bank accounts held by the Company.

10. Seller Warranties. Seller hereby represents and warrants to Buyer that the statements contained in this Section 6 are true and correct as of the date hereof and as of the date of closing.

a.)

Seller has full capacity (if an individual) or power and authority (if not an individual) to enter into this Agreement and the other transaction documents to which such Seller is a party, to carry out his obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller enforceable against each Seller in accordance with its terms.

b.)

Company is a Belize corporation Company duly organized, validly existing and in good standing under the laws of the Belize and has full power and authority to own, operate or lease its assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. All limited liability company actions taken by the Company in connection with this Agreement and any other documents, agreements, instruments or otherwise (the “Ancillary Documents”) will be duly authorized on or prior to the Closing.

c.)

Seller is the record owner of and has good and valid title to the Shares, and the Company have no other outstanding Stocks. All of the Stock has been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Seller, free and clear of all encumbrances. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Stock, free and clear of all encumbrances, agreements and arrangements of any type. The Stocks were issued in compliance with applicable Laws. The Stocks were not issued in violation of any organization documents of the Company or any other agreement, arrangement, or commitment to which the Company is a party and are not subject to or in violation of any preemptive or similar rights of any person. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any Stocks or other equity interests in the Company or obligating the Company to issue or sell any Stocks (including the Stocks), or any other interest, in the Company. There are no outstanding or authorized equity appreciation, profit participation, phantom equity or similar equity-based rights with respect to the Company. Other than each Company’s respective organizational documents, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Stocks.

d.)

The execution, delivery and performance by Seller of this Agreement and the other transaction documents to which Seller is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the articles of Company or bylaws of the Company; (b) conflict with or result in a violation or breach of any provision of any law or governmental order applicable to Seller; or (c) require the consent, notice or other action by any person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any contract to which Seller is a party or by which any of the Seller is bound or result in the creation or imposition of any encumbrance on any of the Stocks of Seller. No consent, approval, permit, governmental order, declaration or filing with, or notice to, any governmental authority is required by or with respect to such Seller in connection with the execution and delivery of this Agreement and the Ancillary Documents to which such Seller is or will be a party and the consummation of the transactions contemplated hereby and thereby

e.)

Company do not have any other liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, other than the cost associated and obligations of Company which are herein assumed by Company and Buyer as specifically disclosed during the due diligence period

f.)

[RESERVED].

g.)

There are no actions pending or, threatened (a) against or by the Company affecting any of the Company’s properties or assets; or (b) against or by Seller or any that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such action. There are no outstanding governmental orders and no unsatisfied judgments, penalties or awards against or affecting the Company or the Seller or any of their respective properties or assets.

h.)

The Company have complied, and are now complying, with all laws applicable to it or its business, properties or assets. All permits and licenses required for the Company to conduct its business have been obtained and are valid and in full force and effect. All fees and charges with respect to such permits and licenses as of the date hereof have been paid in full. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any permit or license owned or obtained by the Company.

i.)

The Company are currently and has been in compliance with all environmental laws and neither Seller or the Company have received any environmental notice or environmental claim or written request for information pursuant to environmental law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the closing date. To the knowledge of Seller without any duty to investigate, there has been no release of hazardous materials in contravention of environmental law with respect to the business or assets of any of the Company.

j.)

The Company has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, or otherwise (“Liabilities”), except (a) those which are adequately reflected or reserved against in the balance sheets actually provided to the Buyer, (b) those which have been incurred in the ordinary course of business consistent with past practice and which are not, individually or in the aggregate, material in amount, and (c) Liabilities which are not material.

l.)

Seller discloses that Company have submitted all relevant corporate records and that Michael Singh and Andrew Trumbach, respectively, as Sellers are the sole holders of all the Stocks of the Company.

m.)

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction document based upon arrangements made by or on behalf of the Company or Seller.

n.)

Reserved.

o.)

No representation or warranty by Seller or the Company in this Agreement or any certificate or other document or information furnished or to be furnished to Buyer pursuant to this Agreement or to consummate the transactions contemplated hereby contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

q.)

The Company has provided Buyer with a correct, current, and complete list of: (i) all Company’s intellectual property registrations, specifying as to each, as applicable: the title, mark, or design; the record owner and inventor(s), if any; the jurisdiction by or in which it has been issued, registered, or filed; the patent, registration, or application serial number; the issue, registration, or filing date; and the current status; (ii) all unregistered trademarks included in the Company’s intellectual property; (iii) all proprietary software of the Company; and (iv) all other intellectual property used or held for use in the Company’s business as currently conducted.

r.)

The Company has provided Buyer with a correct, current, and complete list of all of the Company’s intellectual property agreements, specifying for each the date, title, and parties thereto, and separately identifying the Company’s intellectual property agreements: (i) under which the Company is a licensor or otherwise grants to any Person any right or interest relating to any Company intellectual property; (ii) under which the Company is a licensee or otherwise granted any right or interest relating to the intellectual property of any person; and (iii) which otherwise relate to the Company’s ownership or use of intellectual property, in each case identifying the intellectual property covered by such Company intellectual property agreement. The Company has provided Buyer with true and complete copies (or in the case of any oral agreements, a complete and correct written description) of all Company intellectual property agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each Company intellectual property agreement is valid and binding on the Company in accordance with its terms and is in full force and effect, except as limited by any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. Neither the Company nor any other party thereto is alleged to be, in breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including by non-renewal), any Company intellectual property agreement.

s.)

The Company is the sole and exclusive legal and beneficial, and with respect to the Company intellectual property registration, record, owner of all right, title and interest in and to the Company 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 Company’s business as currently conducted, in each case, free and clear of encumbrances. The Company has entered into binding, valid and enforceable (except as limited by any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity), 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 Company intellectual property during the course of employment or engagement with the Company whereby such employee or independent contractor (i) acknowledges the Company’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 the Company; (ii) grants to the Company a present, irrevocable assignment of any ownership interest that such employee or independent contractor may have in or to such intellectual property, to the extent such intellectual property does not constitute a “work made for hire” under applicable Law; and (iii) irrevocably waives any right or interest regarding any such intellectual property, to the extent permitted by applicable law. The Company has provided Buyer with true and complete copies of all such contracts. All assignments and other instruments necessary to establish, record, and perfect the Company’s ownership interest in the Company intellectual property registrations have been validly executed, delivered, and filed with the relevant governmental authorities and authorized registrars.

t.)

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 require the consent of any other person in respect of, the Company’s right to own or use any Company intellectual property or licensed intellectual property.

u.)

All of the Company intellectual property and licensed intellectual property are valid and enforceable, and all Company intellectual property registrations are subsisting and in full force and effect. The Company has taken all reasonably necessary steps to maintain and enforce the Company intellectual property and licensed intellectual property and to preserve the confidentiality of all trade secrets included in the Company intellectual property, including by requiring all persons having access thereto to execute binding, written non-disclosure agreements. All required filings and fees related to the Company intellectual property registrations have been timely submitted with and paid to the relevant governmental authorities and authorized registrars. Upon request of Buyer, the Company has provided Buyer with access to all file histories, documents, certificates, office actions, correspondence, assignments, and other instruments relating to the Company intellectual property registrations.

v.)

The conduct of the Company’s business as currently conducted, including the use of the Company intellectual property and licensed intellectual property in connection therewith, and the products, processes and services of the Company have not infringed, misappropriated or otherwise violated, and will not infringe, misappropriate or otherwise violate, the intellectual property or other rights of any person. No person has infringed, misappropriated or otherwise violated any Company intellectual property or licensed intellectual property.

w.)

There are no actions (including any opposition, cancellation, revocation, review or other proceeding), whether settled, pending (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation or other violation by the Company of the intellectual property of any person; (ii) challenging the validity, enforceability, registrability, patentability or ownership of any Company intellectual property or licensed intellectual property or the Company’s right, title, or interest in or to any Company intellectual property or licensed intellectual property; or (iii) by the Company or by the owner of any licensed intellectual property alleging any infringement, misappropriation, or other violation by any person of the Company intellectual property or such licensed intellectual property. There are not any facts or circumstances that would reasonably be expected to give rise to any such action. The Company is not subject to any outstanding or prospective governmental order (including any motion or petition therefor) that does or would reasonably be expected to restrict or impair the use of any Company intellectual property or licensed intellectual property.

11. Representation and Warranties.

a.)

Representations and Warranties of Buyer. Buyer, jointly and severally, represents and warrants to Seller as of the date hereof as follows:

Buyer has full power and authority to enter into this Agreement and the other agreements to which Buyer is a party, to carry out their obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Buyer, and assuming due authorization, execution and delivery by Buyer of this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against them in accordance with its terms.

ii.

The execution, delivery and performance by Buyer of this Agreement (and the other transaction documents to which they are a party), and the consummation of the transactions contemplated hereby (and thereby), do not and will not: (a) conflict with or result in a violation or breach of any provision of any law or governmental order applicable to Buyer; or (b) require the consent, notice or other action by any person under any contract, agreement or understanding, whether written or orally, to which Buyer is a party.

iii.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other transaction document based upon arrangements made by or on behalf of Buyer.

iv.

There are no actions pending or, to Buyer’s knowledge, threatened against or by the Buyer or the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

[RESERVED].

vi.

[RESERVED].

vii.

[RESERVED].

viii.

Buyer has independently consulted with Buyer’s own attorney and accountant subject to the representations, covenants, and warranties of Seller contained herein and is relying solely upon their respective legal, financial, tax and/or accounting advice for all issues related to this transaction.

ix.

All mail received in the office which is for Seller and not for the then current operation of the Company, shall be forwarded by the Company to Seller at least once per month; provided, however, that Seller shall cause all mail to be forwarded to an address of the Seller and failure to comply with this provision shall not constitute a material breach of this Agreement.

[RESERVED].

xi.

Buyer has independently investigated and examined to the Buyer’s complete satisfaction, Seller’s facilities, equipment, client list, supplies, leased space, financial and all other records related to the Business and Company. Buyer acknowledges that all financial information and other information requested by Buyer has been provided to Buyer’s satisfaction, or Buyer has waived any objection to make further inquiry; provided, however, the rights of the Buyer to indemnification or any other remedy under this Agreement shall not be impacted or limited by any knowledge that the Buyer may have acquired, or could have acquired, whether before or after the Closing Date, nor by any investigation or diligence by the Buyer. The Seller hereby acknowledges that, regardless of any investigation made (or not made) by or on behalf of the Buyer, and regardless of the results of any such investigation, the Buyer has entered into this transaction in express reliance upon the representations and warranties of the Sellers made in this Agreement. The waiver of any condition based upon the accuracy of any representation or warranty, covenant, condition or other agreement herein shall not affect the Buyer’s right to indemnification based upon such representation or warranty, covenant, covenant, condition or other agreement

xii.

Buyer has complied with all applicable laws, rules and regulations of the city, county, state and federal governments, which the failure to comply with would have a material and adverse effect upon this transaction. Further, Buyer has no knowledge of any fact or circumstances that would cause any regulatory agency whether by federal, state or local governmental authority to find that Buyer is not qualified to acquire and operate the Transferred Stock as described herein.

xiii.

BUYER ACKNOWLEDGES THAT BUYER HAS BEEN GIVEN THE OPPORTUNITY TO EXAMINE AND INSPECT THE EQUIPMENT, COMPUTERS, SOFTWARE, SUPPLIES AND OTHER TANGIBLES (COLLECTIVELY, THE “ASSETS”) OF THE COMPANY AND IS ACQUIRING THE ASSETS “AS IS,” “WHERE IS” WITH ALL FAULTS AND DEFECTS. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE AND DOES NOT MAKE, AND SELLER SPECIFICALLY DISCLAIMS, ANY AND ALL REPRESENTATIONS AND WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, WHETHER IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF, AS TO, CONCERNING OR WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.[RESERVED].

xiv.

Buyer acknowledges and agrees that Buyer shall make their own independent inquiry and evaluation as to the success or the viability of the operations of the Company. Further, Buyer acknowledges that prior to Closing that they have been given ample opportunity to make their own independent evaluations of the merits of this purchase and the books and records of Seller and to the extent requested, Seller has provided any and all financial information, including the opportunity to shadow the Seller during Buyer’s Due Diligence. Seller is making no representation or warranties as to the volume of business, profitability of the business or the continuity of the client relations or the continued employment of its employees after closing, save and except transition employment of Seller pursuant to a separate agreement. Buyer acknowledges that the Company’ past performance and client retention is not a representation of future performance, business or income, client retention, or expenses or a guarantee of future results of the Company.

xv.

In the event of a liability action or claim, upon reasonable request, the Company will make all relevant original financial records or other records related to such action or claim available to Seller, or to Seller’s estate, in accordance with the confidentiality requirements of any applicable federal or state law, rules and regulations. Unless otherwise determined by the courts, upon completion of such action, the original records shall be returned to the Company. Buyer shall make copies of such records, at Seller’s sole cost and expense upon pre-payment of expenses and maintain those copies until such time as the original records are returned.

12. Indemnification. Each Party agrees to indemnify, save and hold the other Party free, clear, and harmless of, from and against any claim, liability, or demand, which may include but not be limited to attorney’s fees, court costs, investigation expenses, tax liabilities, torts, claims or suits that may arise from or relate to the operation or ownership of the Company up to the time of the Closing Date, as well as from any loss or damages attributable to any breach or inaccuracy of any representation or warranty made in this Agreement. The indemnification requirement under this Section 11 shall survive closing for twenty-four (24) months, with limited exception to any of the assets owned by the Company shall be free and clear of any liens or encumbrances, which shall survive the closing to the applicable statute of limitations.

a.)

Seller further warrants that Seller does not have any contingent liabilities or causes of action pending or threatened against Seller, known or unknown, for any act performed by Seller or on Seller’s behalf prior to the time of Transferred Stock, and Seller does hereby agree to indemnify and hold harmless Buyer from and against such liabilities, or causes of action, including reasonable attorney’s fees and court costs, except for acts or omissions committed by Buyer.

b.)

Buyer agrees to indemnify, save, and hold Seller free, clear and harmless, of, from, and against any claim, liability, or demand, which may include but not be limited to attorney’s fees, court costs, investigation expenses, tax liabilities, torts, claims, suits, or actions that may arise from or relate to the operation or ownership of the Company, subsequent to the time of Transferred Unit Interest, except for acts or omissions committed by Seller.

c.)

No special, punitive or consequential damages shall be imposed pursuant to this Agreement.

d.)

Procedures for Indemnification. The following procedures shall be applicable with respect to indemnification for third-party claims. On the earlier to occur of receipt of by the Party seeking indemnification hereunder (hereinafter referred to as the “Indemnitee”) of notice of the commencement of any action and the assertion of any claim, liability or obligation by a third party (whether by legal process or otherwise), against which claim, liability or obligation the other Party to this Purchase Agreement (hereinafter the “Indemnitor”) is, or may be, required under this Purchase Agreement to indemnify such Indemnitee, the Indemnitee shall, if a claim thereon is to be, or may be, made against the Indemnitor, notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such claim, notice, information, process and all legal pleadings. The Indemnitor shall have the right to (i) participate in the defense of such action with counsel of reputable standing and (ii) assume the defense of such action by agreeing to assume such defense within ten (10) days of transmittal of the notice of the claim by the Indemnitee, in writing unless such claim (A) may result in criminal proceedings or injunctions in respect of the Indemnitee or its business; (B) may result in liabilities which would not be fully indemnified hereunder; (C) may have a material adverse effect on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the tax liabilities, earnings or ongoing business relationships of the Indemnitee); or (D) is not being vigorously prosecuted or defended by the Indemnitor, as determined by an appropriate court ruling, and Indemnitee petitions to assume the defense.

Third-Party Claims. The Indemnitor and the Indemnitee shall cooperate in the defense of any third-party claims. In the event that the Indemnitor assumes or participates in the defense of such third-party claim as provided herein, the Indemnitee shall make available to the Indemnitor all relevant and/or requested records and take such other action and sign such documents as are reasonably necessary to defend such third-party claims in a timely manner. If the Indemnitee shall be required by judgment or a settlement agreement, agreed to by Indemnitor to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee, the Indemnitor shall promptly reimburse the Indemnitee in an amount equal to the amount of such payment plus attorneys’ fees to the extent not included in the judgment incurred by such Indemnitee in connection with such obligation or liability subject to this Agreement. No Indemnitor, in the defense of any such claim, shall, except with the consent of the Indemnitee, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim. In the event that the Indemnitor does not accept the defense of any matter for which it is entitled to assume as provided above, the Indemnitee shall have the full right to defend such claim.

ii.

Condition Precedent of Authoritative Documentation. Prior to paying or settling any claim against which an Indemnitor is, or may be, obligated under this Agreement to indemnify an Indemnitee, the Indemnitee must first supply the Indemnitor with a copy of a final court judgment or decree holding the Indemnitee liable on such claim after a contested trial or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the Indemnitor, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that no written approval is required from the Indemnitor as to any third party claim (i) that results solely in injunctions in respect of the Indemnitee or its business; or (ii) that settles liabilities, or portions thereof, that are not subject to indemnification hereunder, for which Indemnitee shall seek no reimbursement from Indemnitor.

iii.

Retention of Legal Counsel. An Indemnitee shall have the right to employ its own counsel in any case and the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (i) the employment of such counsel shall have been authorized in writing by the Indemnitor in connection with the defense of such claim; or (ii) the Indemnitor shall not have employed counsel in the defense of such claim after ten (10) days’ notice unless such defense is later assumed by the Indemnitor in which event that only the period between the eleventh (11^th) day and the assumption of the defense shall be compensable.

iv.

Effect of Investigation. The right to indemnification, reimbursement, or other remedy based on such representations, warranties, covenants, and obligations of any Party will not be affected by any investigation, analysis or evaluation conducted by either Party or their representatives with respect to, or any knowledge acquired (or capable of being acquired) about the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation.

Treatment of Indemnification Payment as Adjustment to Purchase Price. All payments made pursuant to this Section 11 shall be treated as adjustments to the Purchase Price for income tax purposes, unless otherwise required by law.

vi.

Limitations of Liability. Any indemnity hereunder shall be reduced by the amount of insurance proceeds received by the Indemnified Party on account of such matter.

13. Taxes.

a.)

The Buyer agrees that without the prior written consent of the Seller, the Buyer shall not to the extent it may affect or relate to the Company, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability to the Seller in respect to prior Tax periods. As a condition of this sale, Buyer is prohibited from making an election under Section 338(h)(10) or 336(e) of the U.S. Internal Revenue Code.

b.)

The Parties agree that the purchase and sale of the Membership shall be deemed effective as of the Closing Date for tax and accounting purposes. The Company agree to prepare, or cause to be prepared, all Tax Returns required to be filed by the Company for the 2023 calendar year. Upon the Closing, the Buyer shall cause the Company to timely file when due two (2) Forms 1120S with the U.S. Internal Revenue Service (“IRS”) as permitted by law for “short periods” with one covering the period beginning on January 1, 2024 and ending on the Closing Date and the other beginning on ___________ and ending on December 31, 2024.

c.)

Any such Tax Returns shall be prepared in a manner consistent with past practice (unless otherwise required by law) and without a change of any election or any accounting method, and shall be submitted by the Company (together with schedules, statements, and supporting documentation). Seller shall be permitted to review such Tax Returns prior to their filing with the IRS. If a notice of objection shall be duly delivered, the Company and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If the Company and Seller are unable to reach such agreement within fifteen (15) days after receipt by the Company of such notice, the disputed items shall be resolved by a regionally recognized accounting firm selected by the Company and reasonably acceptable to the Seller (the “Accounting Referee”) and any determination by the Accounting Referee shall be final. The Accounting Referee shall resolve any disputed items concerning tax matters within thirty (30) calendar days of having the item referred to it pursuant to such procedures as it may require. If the Accounting Referee is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by the Company and then amended to reflect the Accounting Referee’s resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by the Buyer and the Seller.

(d)

The Buyer agrees that upon written notice from the Seller, and at Seller’s expense, to cause the Company’ tax advisor to provide an estimated Closing year’s Schedule K-1 that the Company intends to issue to Seller within one hundred twenty (120) days from the Closing Date with all supporting documentation.

(e)

The Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, regarding the filing of Tax Returns pursuant to this Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding, providing all applicable powers of attorney, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided.

(f)

Neither the Seller nor the Buyer shall, without the prior written consent of the other Party which consent shall not be unreasonably withheld, conditioned or delayed, (a) make or change any Tax election with respect to the Company applicable to a pre-Effective Date Tax period, (b) amend, file or otherwise modify any Tax Return relating to any pre-Effective Date Tax period, or (c) take any other action that relates to or is attributable to or that affects any pre-Effective Date Tax. If Seller and Buyer are not able to agree on any of the above matters, such matters shall be resolved pursuant to the dispute resolution procedures described in this Agreement.

(g)

The Parties shall promptly notify each other in writing upon receipt of notice of any pending or threatened federal, state or local Tax audits or assessments of the Company for income Tax Returns with respect to which Seller may be liable under this Purchase Agreement. The Seller shall promptly notify the Buyer in writing upon receipt by the Seller of any notice hereinafter received of any pending or threatened federal, state or local Tax claims, audits, proceedings or assessments relating to the income, properties or operations of the Company.

14. Reserved.

15. Reserved.

16. Reserved.

17. Bill of Sale and Share Power. Seller will execute and deliver to Buyer at the Transfer a Bill of Sale and Assignment of Stock for the Stock held by Seller in Company. Seller shall execute an Assignment of Stock.

18. Arbitration. All claims, complaints, disputes, and other matters in question arising out of or relating to this Agreement shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA) in Broward, Florida and the parties hereto agree to execute and/or obtain the execution of all documents as may be necessary to submit such matters to arbitration. The Parties agree that any judgment or ruling obtained in arbitration may be recorded as a judgment in any Court of appropriate jurisdiction.

19. Confidentiality. Except as required by this Agreement, the terms of this Agreement and all information, claims, complaints, disputes, and other matters in question arising out of or related to this Agreement are confidential. The Parties agree not to disclose any confidential information, by formal complaint or otherwise, to any third party, governmental agency, or business association or organization. The confidentiality provisions of this agreement do not prohibit or restrict the parties from making disclosures or communications to governmental tax agencies that require such information, or to their respective tax advisors, accountants, and attorneys.

20. Enforcement. Any failure by any Party to comply with any term of this Agreement will be deemed a default by that party, provided that such default is not cured within ten (10) days of written notice of such default by the other party. Failure to complete the Transferred Stock is deemed a default. Should either Seller or Buyer be required to enforce any of the terms of this Agreement including any and all attached Exhibits in arbitration and a judgment is awarded, then the party awarded the judgment shall also, in addition to the relief awarded, be entitled to recover all legal costs, arbitration expenses, and reasonable investigation expenses and reasonable attorneys’ fees in connection with such enforcement.

21. Expenses. It is mutually agreed to by both parties that each party shall be solely responsible for the payment of any and all personally contracted outside consulting, attorney, accounting, brokerage, or other professional fees contracted for the execution of this Agreement. Each party also warrants to indemnify the other from the claim of any broker, agent or firm regarding fees for services contracted by that party.

22. Transition. Seller shall not be required to provide any transition services.

23. Jurisdiction. This Contract shall be governed by Florida law. In the event that litigation arises, each Party consents to jurisdiction and agrees to submit to the personal jurisdiction and venue of the state courts of the State of Florida in the judicial circuit of Broward County, Florida, and does hereby waive all objections, questions or issues of personal jurisdiction and venue, including, without limitation, the claim or defense that such courts constitute an inconvenient forum. This consent, agreement and waiver applies to any and all claims or disputes of any kind that may arise by or between the Parties.

24. Integration. This Agreement, with all attached Exhibits, and the ancillary documents referenced herein represents the entire agreement among the Seller and Buyer pertaining to the subject matter contained herein. This Agreement supersedes all prior agreements pertaining to the subject matter contained herein, both written and oral, between the parties and may not be changed except in writing by the signed mutual consent of each party.

25. Assignment. All of the terms, to include all Exhibits, of this Agreement may be assigned to a legal entity wholly owned by either party, provided such assignment is coupled with a personal guarantee, jointly and severally of Buyer, and shall not relieve Buyer from the terms and obligations contained herein. The terms of this Agreement and its Exhibits shall also be implemented and interpreted for the benefit of all parties involved and shall also be enforceable by the parties represented in this Agreement, and their respective heirs, executors, personal representatives and successors of this Agreement.

26. Severability. If any section of this Agreement or its attached Exhibits should be deemed invalid or unconstitutional in a court of law, then that section shall be removed from this Agreement. The removal of any section or Exhibit shall in no way affect the validity of the other sections or Exhibits and they shall continue in full force and effect as if the part(s) of the Agreement that were removed had never existed.

27. Reserved.

28. Survival. Except as otherwise set forth in this Agreement, all representations, covenants, warranties, obligations, indemnification, rights and responsibilities made or undertaken in this Agreement and its exhibits shall survive the Closing for ninety (90) days, with exception to the Transferred Stock and any assets owned by the Company being transferred free and clear of Encumbrances, which shall survive Closing until expiration of the applicable statute of limitations.

29. Gender. The use of the male gender shall include the female, the individual shall include the corporate form, and the singular shall include the plural, wherever such usage is appropriate to the context and meaning of this Agreement.

30. Time. Time is of the essence in this Agreement.

31. Right to Counsel. Buyer and Seller both acknowledge that they have been adequately represented by Counsel.

32. Cross Default. Any default by Buyer or Company of this Agreement, or its exhibits, or any other agreement in contemplation to this Agreement, specifically including but not limited to the Goodwill Purchaser Agreement and/or Promissory Note, hereinafter all of which are collectively referred to herein as the “Purchase Documents,” in the performance or observance of any covenant or condition therein shall be deemed a default under each of the Purchase Documents, for and on behalf of Seller, to exercise all or any remedies available to Seller under the law or pursuant to each and every Purchase Document pursuant to the terms contained therein, and any default under any other Purchase Document (subject to any applicable grace periods) shall be deemed a default hereunder, entitling Seller to exercise any or all remedies provided for herein and under the law.

33. Counterparts/Electronic Copies. This Agreement may be executed in several counterparts each of which shall be deemed an original but all of which shall constitute one and the same instrument. In addition, this Agreement may contain more than one counterpart of the signature page, and this Agreement may be executed by the affixing of the signatures of each of the Parties to one of such counterpart signature pages, and shall be read as though one, and they shall have the same force and effect as though all of the signatories had signed a single signature page. Further, each party hereby consents to this Agreement being executed by and through DocuSign format. It being understood and agreed that any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a natural person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act or any similar state law based on the electronic signatures, and the parties hereby waive any objection to the contrary. It being expressly agreed that a facsimile, email or other electronically transmitted of this Agreement shall be deemed as an original for all purposes, including enforcement thereof.

SIGNATURE PAGE TO FOLLOW

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

IN WITNESS WHEREOF, the parties listed below have executed this Agreement on the day and year first written above.

Seller:
Michael Singh Awaysis Belize Ltd.

/s/ Michael Singh		/s/ Michael Singh
Individually		Michael Singh, Director
Date:	31/12/24	Date:	31/12/24


Andrew Trumbach		Awaysis Belize Ltd.

/s/ Andrew Trumbach		/s/ Andrew Trumbach
Individually		Andrew Trumbach, Director
Date:	31/12/24	Date:	31/12/24

Buyer:
Awaysis Capital, Inc.

/s/ Andrew Trumbach
Andrew Trumbach
Co-CEO
Date:	31/12/24

Exhibit 10.3

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS.

FIRST PROMISSORY NOTE (SECURED)

$1,500,000.00 USD	Broward, Florida
	Date: December 21, 2024

FOR VALUE RECEIVED, Awaysis capital, inc., a Delaware Corporation headquartered in Florida hereinafter collectively referred to as the “Borrower,” promises to pay to the order of MICHAEL SINGH hereinafter referred to as “Holder” at 1251 Fernlea Drive, West Palm Beach, FL 33417 such other place as Holder may from time to time designate, the sum of ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 ($1,500,000.00) UNITED STATES DOLLARS that was borrowed in BELIZE DOLLARS at the rate of $2BZD to $1BZD for a total sum of THREE MILLION AND NO/100 ($3,000,000) BELIZE DOLLARS with interest as hereinafter provided from the date hereof until this Note has been paid in full.

THIS NOTE SHALL BEAR NO INTEREST.

Principal shall be paid in US DOLLARS or its Belize currency equivalent in a single balloon payment upon the first of i) February 15, 2025 or ii) the up-listing of Awaysis Capital, Inc. on the New York Stock Exchange.

If any principal or interest payment hereunder is not made within five (5) days after it is due (“Grace Period”), Borrower shall pay Holder a late charge equal to six percent (6%) of the late payment amount.

The use of loan under this Note shall be for business purposes only namely the acquisition and development of real property.

The payment of this Note is secured by:

First Position UCC-1 Financing Statement (“Financing Statement”) of even date herewith from to be recorded with the Florida Secretary of State (the “Registry”), as permitted by Florida Statutes. Awaysis Capital, Inc. a Delaware corporation headquartered in Florida hereby grants to and creates in Holder a lien upon and interest in all assets of the Debtor including, but not limited to, any and all equipment, customer list, databases, computer software, servers, computers, intellectual rights of any kind or nature, telephone numbers, cellular telephones and their cellular telephone numbers, fixtures, inventory, accounts, chattel paper, documents, instruments, investment property, general intangibles, letter-of-credit rights and deposit accounts now owned and hereafter acquired by Debtor (collectively, the “Collateral”). Upon full payment of this Note, Holder shall promptly terminate the Financing Statement, file any necessary documents to evidence such termination, and pay for any costs of termination.

Each of the following events shall constitute an “Event of Default” hereunder: (i) the failure of Borrower to make timely payment after the Grace Period; or (ii) the default by Borrower in the performance or observance of any agreement, covenant, term, or condition contained in this Note, where such default shall not have been remedied within ten (10) days after written notice thereof is sent by Holder to Borrower specifying the nature of the item to be remedied, or if the breach cannot be remedied in ten (10) days if the Borrower has taken affirmative steps to cure the default the time period shall be extended so long as Borrower is working to cure the default; or (iii) an assignment for the benefit of the creditors of Borrower or Guarantor or the failure of Borrower or Guarantor generally not to pay their respective debts as they become due; or (iv) the entry of any order, judgment or decree under the bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt or other similar laws of any jurisdiction adjudicating Borrower or Guarantor bankrupt or insolvent; or (v) the filing by, or against or on behalf of Borrower or Guarantor of any petition, complaint or other application to any tribunal for, or the consent by Borrower or Guarantor to the appointment of, a trustee, receiver, custodian, liquidator or similar official, of Borrower or Guarantor or of any substantial part of the assets of Borrower or Guarantor; or (vi) the commencement of a voluntary or involuntary case under the Bankruptcy Code of the United States or any proceedings relating to Borrower or Guarantor under the bankruptcy, insolvency, or moratorium law of any other jurisdiction, whether now or hereafter in effect; or (vii) the commission or occurrence of a default or event of default by Borrower or Awaysis Capital, Inc. under any financial obligations with a commercial lender, Awaysis Capital, Inc.’s landlord, or any other type of loan made to Borrower or Awaysis Capital, Inc. which is not cured after all applicable cure periods; (vii) any default or event of default under the any credit card debt of Awaysis Capital, Inc.; or (ix) the commission or occurrence of a default or event of default by any Guarantor under the Guaranty; or (x) any sale or transfer of the Collateral without the prior written consent of Holder, which consent Holder may withhold in its sole and absolute discretion. Any time period that ends on a Saturday, a Sunday, or a legal holiday shall be extended until the following business day, and the notice shall be effective on the dates and times as set forth herein.

In the event of default in the payment of any payment of principal and/or interest which may become due hereunder, when and as the same fall due, Holder shall have the right at its election to declare the indebtedness evidenced by this Note to be immediately due and payable with interest to date of payment. No delay in making such election shall be construed to waive the right to make such election.

Further, in the event of insolvency of, general assignment by, judgment against, filing of petition of bankruptcy by or against, filing of petition for reorganization of, filing of application in any court for receiver for, or issuance of a writ of garnishment or attachment in a suit or action against the Borrower or against any assets of the Borrower, or on the happening of any one or more of said events, Holder shall have the right at its election to declare the indebtedness evidenced by this Note to be immediately due and payable with interest to date of payment. No delay in making such election shall be construed to waive the right to make such election.

Borrower and all endorsers, sureties, and guarantors hereof, if any, hereby jointly and severally waive demand, presentment, protest, notice of protest, notice of dishonor and all other requirements necessary to hold any such obligor liable hereunder. Neither any failure nor any delay on the part of Holder in exercising any right, power or privilege under this Note shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege. No modification, amendment or waiver of any provisions of this Note shall be effective unless in writing and signed by Holder, and then the same shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in the same, similar or other circumstances.

Upon the occurrence of a default by Borrower hereunder, Borrower shall promptly pay upon demand all costs, fees, charges and expenses, including but not limited to reasonable attorneys’ fees and cost, incurred by Holder in collecting the indebtedness evidenced hereby and enforcing the terms of this Note, whether or not a lawsuit is actually filed.

Any provision of this Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. In no event shall the amount of interest payable hereunder exceed the maximum rate of interest allowed by applicable law, and in the event that any such payment is paid by Borrower or received by the Holder, then such excess sum shall be returned to Borrower with interest at the Applicable Interest Rate.

This Note may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. In addition, this Note may contain more than one counterpart of the signature page, and this Note may be executed by the affixing of the signatures of each of the Parties to one of such counterpart signature pages, and shall be read as though one, and they shall have the same force and effect as though all of the signatories had signed a single signature page. Further, each party hereby consents to this Note being executed by and through DocuSign format. It being understood and agreed that any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a natural person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act or any similar state law based on the electronic signatures, and the parties hereby waive any objection to the contrary. It being expressly agreed that a facsimile, email or other electronically transmitted of this Note shall be deemed as an original for all purposes, including enforcement thereof.

The provisions of this Note shall be binding upon the Borrower and its successors and assigns. This Note shall be construed in accordance with and governed by the laws of the State of Florida.

Signature Page Follows

Remainder of Page Intentionally Left Blank

IN WITNESS WHEREOF, Borrower has caused this instrument to be executed and delivered in its name as of the day and year first above written.

BORROWERS:

Awaysis Capital, Inc.

By:	/s/ Andrew Trumbach
	Andrew Trumbach, Co-CEO

Date:	31/12/24

HOLDER:

By:	/s/ Michael Singh
	Michael Singh

Date:	31/12/24

*Borrower:*

Awaysis Capital, Inc.
3400 Lakeside Drive
Suite 100
Miramar, FL 33027

Holder:

Michael Singh
1251 Fernlea Drive
West Palm Beach, FL 33417

Exhibit 10.4

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Issue Date: December 20, 2024

$1,600,000.00

SECOND CONVERTIBLE PROMISSORY NOTE (SENIOR)

DUE JUNE 30, 2025

FOR VALUE RECEIVED, Awaysis Capital, Inc., a Delaware corporation (the “Company”), having an address at 3400 Lakeside Drive, Suite 100, Miramar, Florida 33027, promises to pay to Michael Singh an individual who is a resident of the state of Florida (the “ Holder “), the principal sum of ONE MILLION SIX HUNDRED THOUSAND United States Dollars (US$1,600,000.00) or its Belize currency equivalent on June 30, 2025 (the “Maturity Date”) or such earlier date as this Senior Convertible Note (this “Note”) is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note, subject to and in accordance with the provisions hereof. This Note shall be convertible into shares of Common Stock (as defined below) in accordance with the terms hereof, and is subject to the following additional provisions:

Section 1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, the following terms shall have the following meanings below.

“Bankruptcy Event” means any of the following events: (a) the Company commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company, (b) there is commenced against the Company any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company makes a general assignment for the benefit of creditors, (f) the Company calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g) the Company, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Business Day” means any day except any Saturday, any Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of Florida are authorized or required by law or other governmental action to close.

“Conversion Date” means the date that a Notice of Conversion is deemed delivered hereunder.

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“Conversion Shares” means, collectively, the shares of Common Stock of the Company issuable upon conversion of this Note in accordance with the terms hereof.

“Issue Date” means the date of the first issuance of this Note, regardless of any transfers of this Note and regardless of the number of instruments which may be issued to evidence this Note.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Trading Day” means a day on which the applicable Trading Market of the Company’s common stock is open for business.

“Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the NYSE MKT LLC, any trading platform maintained by OTC Markets, Inc., including, but not limited to, the OTCQX, OTCQB and Pink Open Markets.

Section 2. Interest.

(a) Payment of Interest. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the rate of three and half percent (3.5% )per annum, payable, as the case may be, (i) on each Conversion Date (as to that principal amount and interest then being converted), and (ii) on the Maturity Date (each such date, an “Interest Payment Date”) (if any Interest Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day), in cash or Common Stock.

(b) Interest Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Issue Date until payment or conversion in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note.

Section 3. Investment Representations. The Holder hereby represents and warrants as of the Issue Date and as of each Conversion Date to the Company as follows:

(a) Organization; Authority. The Holder is an entity duly organized under the laws of the jurisdiction of its organization with full right, corporate, limited liability company or partnership power and authority to enter into and to consummate the transactions contemplated by this Note and otherwise to carry out its obligations hereunder. The execution, delivery and performance by the Holder of the transactions contemplated by this Note have been duly authorized by all necessary corporate or similar action on the part of the Holder. This Note has been duly executed by the Holder, and when delivered by the Holder in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Holder, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Restrictions. The Holder understands that this Note and the Conversion Shares (collectively, the “Securities”) are or will be “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable securities laws and has no arrangement or understanding with any other Persons regarding the distribution of such Securities (this representation and warranty not limiting the Holder’s right to sell the Securities in compliance with applicable federal and state securities laws). Nothing contained herein shall be deemed a representation or warranty by the Holder to hold Securities for any period of time other than pursuant to applicable law.

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(c) Holder Status. At the time the Holder was offered the Securities, it was, and at the date hereof it is, and on each date on which it converts any of this Note into Conversion Shares it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

(d) Experience of the Holder. The Holder, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Holder is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e) General Solicitation. The Holder is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

Section 4. Security

(a)

First Position UCC-1 Financing Statement (“Financing Statement”) of even date herewith from to be recorded with the Florida Secretary of State (the “Registry”), as permitted by Florida Statutes with all recording fees to be paid by the Borrower. Awaysis Capital, Inc. a Delaware corporation headquartered in Florida hereby grants to and creates in Holder a lien upon and interest in all assets of the Debtor including, but not limited to, any and all equipment, customer list, databases, computer software, servers, computers, intellectual rights of any kind or nature, telephone numbers, cellular telephones and their cellular telephone numbers, fixtures, inventory, accounts, chattel paper, documents, instruments, investment property, general intangibles, equitable interests, letter-of-credit rights and deposit accounts now owned and hereafter acquired by Debtor (collectively, the “Collateral”). Upon full payment of this Note, Holder shall promptly terminate the Financing Statement, file any necessary documents to evidence such termination, and pay for any costs of termination.

(b)

There shall be no other Security for this Note.

Section 5. Conversion.

(a) Voluntary Conversion. At any time after the Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of common stock of the Company (the “Common Stock”) at the option of the Holder, at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount and interest of this Note to be converted. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount and interest of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) and interest converted and the date of such conversion(s). The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

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(b) Conversion Price. This Note shall be convertible at the option of the Holder into shares of Common Stock at a conversion price equal to the Trading Market closing price of the Common Stock on the Trading Day immediately prior to the Conversion Date (as adjusted hereunder, the “Conversion Price”).

(i) Conversion Shares Issuable Upon Conversion. The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount and interest of this Note to be converted by (y) the Conversion Price.

(ii) Delivery of Certificate Upon Conversion. Not later than three (3) Trading Days after each Conversion Date, the Company shall deliver, or cause to be delivered, to the Holder evidence representing the issuance of the Conversion Shares (which may be in the form of a stock certificate or evidence of book entry through the Company’s transfer agent) being acquired upon the conversion of this Note.

(iii) Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

(iv) Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Section 6. Certain Adjustments.

(a) Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock to all holders of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company ) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of holders of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

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(b) Fundamental Transaction. If, at any time while this Note is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of one share of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s right to convert such Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 5(b) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

(c) Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

Section 7. Seniority. Upon issuance, this Note will rank senior to any subsequent Indebtedness of the Company. used herein, the term “INDEBTEDNESS” means: (i) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit or other financial products, (c) all payment obligations (other than trade payables incurred in the ordinary course of business).

Section 8. Events of Default.

(a) “Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(i) any default in the payment of (A) the principal amount of this Note or (B) interest, damages and other amounts owing to the Holder on this Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default is not cured within five (5) Trading Days;

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(ii) the Company shall fail to observe or perform any other covenant or agreement contained in this Note which failure is not cured, if possible to cure, within ten (10) Trading Days after notice of such failure sent by the Holder to the Company; or

(iv) the Company shall be subject to a Bankruptcy Event.

(b) Remedies Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, plus accrued but unpaid interest and other amounts owing in respect of this Note through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash (the “Mandatory Default Amount”), subject to the Holder’s continued right to convert in accordance with Section 4. Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the lesser of eight percent (8%) per annum or the maximum rate permitted under applicable law. At Holder’s option, it shall be entitled to be paid all such amounts due including late fees, if any, in cash, or convert in accordance with Section 4. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Section 9. Miscellaneous.

(a) Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by email, addressed to the Company at the address set forth above, or such other electronic mail number or address as the Company may specify for such purpose by notice to the Holder delivered in accordance with this Section 8(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, or electronic mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the address of the Holder appearing on the books of the Company, or if no such address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via electronic mail at the email address, as applicable, specified on the signature page prior to 5:30 p.m. (Eastern time), (ii) the date immediately following the date of transmission, if such notice or communication is delivered via electronic mail at the email address, as applicable, specified on the signature page between 5:30 p.m. (Eastern time) and 11:59 p.m. (Eastern time) on any date, (iii) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

(b) Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company.

(c) Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.

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(d) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Note (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the County of Broward or Miami-Dade, State of Florida (the “Florida Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Florida Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Florida Courts, or such Florida Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If the Holder shall commence an action or proceeding to enforce any provisions of this Note, then it shall be reimbursed by the Company for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.¹

(e) Waiver; Amendment. Any waiver by the Company, or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company, or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver by the Company, or the Holder must be in writing. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of amendments, by the Company and the Holder or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought.

(f) Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

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(g) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(h) Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

(i) Assumption. Any successor to the Company or any surviving entity in a Fundamental Transaction shall (i) assume, prior to such Fundamental Transaction, all of the obligations of the Company under this Note pursuant to written agreements in form and substance satisfactory to the Holder (such approval not to be unreasonably withheld or delayed) and (ii) issue to the Holder a new Note of such successor entity evidenced by a written instrument substantially similar in form and substance to this Note, including, without limitation, having a principal amount and interest rate equal to the principal amount and the interest rate of this Note and having similar ranking to this Note, which shall be satisfactory to the Holder (any such approval not to be unreasonably withheld or delayed). The provisions of this Section 8(i) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations of this Note.

[Remainder of Page Intentionally Left Blank; Signature Page Follow]

-8-

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

	AWAYSIS CAPITAL, INC.

	By:	/s/ Andrew Trumbach
	Name:	Andrew Trumbach
	Title:	Co-CEO, Awaysis Capital, Inc.

	MICHAEL SINGH

	By:	/s/ Michael Singh

-9-

ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal and/or interest under the Senior Convertible Note of Awaysis Capital, Inc., a Delaware corporation (the “Company”), due on June [__], 2025, into shares of common stock, of the Company (the “Common Stock”), according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

Conversion calculations:

	Date to Effect Conversion:

	Principal Amount of Notes to be Converted:

	Interest to be Converted:

	Number of shares of Common Stock to be issued:

	Signature:

	Name:

	Address:

	Delivery Instructions:

	Michael Singh

	By:

-10-

Cover	Dec. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2024
Entity File Number	000-21477
Entity Registrant Name	AWAYSIS CAPITAL, INC.
Entity Central Index Key	0001021917
Entity Tax Identification Number	27-0514566
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3400 Lakeside Dr
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Miramar
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33027
City Area Code	(855)
Local Phone Number	795-3311
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false