Form 8-K

8-K — Reliance Global Group, Inc.

Accession: 0001493152-26-050810

Filed: 2026-11-09

Period: 2026-11-03

CIK: 0001812727

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-2.1 (ex2-1.htm)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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8-K

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0001812727

2026-11-03

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): November 3, 2026

RELIANCE

GLOBAL GROUP, INC.

(Exact

Name of Registrant as Specified in Its Charter)

Florida

001-40020

46-3390293

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

300

Blvd. of the Americas, Suite 105

Lakewood,

New Jersey

08701

(Address

of Principal Executive Offices)

(Zip

Code)

(732)

380-4600

(Registrant’s

Telephone Number, Including Area Code)

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.086 per share

EZRA

The

NASDAQ Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

growth company ☐

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 Definitive Agreement.

November 3, 2026 (the “Closing Date”), GPU Exchange Corp., a Delaware corporation and wholly owned subsidiary (“Buyer”)

of Reliance Global Group, Inc. (the “Company”), entered into an Asset Purchase Agreement, dated as of November 3, 2026 (the

“Purchase Agreement”), with Skyportal Inc. (“Seller”) and, for limited purposes, Matthew Antoun, Seller’s

founder (the “Founder”), and simultaneously completed the acquisition of the Oblivus GPU cloud computing platform and related

assets (the “Transaction”). The acquired assets consist of the platform’s technology and intellectual property, the

“Oblivus” name, data, domain names, customer and supplier relationships and associated goodwill (the “Purchased Assets”).

Buyer did not acquire any contracts of Seller or assume any pre-closing liabilities, and Seller retained its other businesses.

Consideration.

Buyer paid $3,000,000 in cash at closing (the “Closing Payment”). Seller may earn up to two additional cash payments

of $375,000 each (the “Milestone Payments”) if the platform’s average monthly cash revenue equals or exceeds $79,000

during the first six months following closing and $120,000 during the following six months, respectively. The first Milestone Payment

has been deposited in escrow with Acquiom Clearinghouse LLC. Until the end of the second milestone period, Buyer has agreed to use commercially

reasonable efforts to develop the platform and not to intentionally divert revenue from it. There can be no assurance that either Milestone

Payment will be earned.

Other

Terms. Seller and the Founder are subject to two-year non-competition and non-solicitation covenants. Seller’s indemnification

obligations for breaches of general representations and warranties are subject to a $30,000 basket (after which Seller is liable from

the first dollar) and a $375,000 cap, and the aggregate liability of Seller and the Founder (other than for fraud) is capped at the purchase

price actually paid. Buyer (or, at its election, the Company or another affiliate) also has the right, but not the obligation, to invest

up to $500,000 in Seller during a limited period after closing. The Company has not determined whether it will exercise this right.

Consulting

Agreement. On the Closing Date, Buyer and, solely with respect to the stock grants described below, the Company entered into a 12-month

consulting agreement with the Founder (the “Consulting Agreement”), under which he will provide transition and business development

services as an independent contractor for $250,000 in cash fees during the term of the agreement, payable in monthly installments, plus

a bonus of 5% of the gross profit Buyer receives during the 12 months following its entry into an agreement with a new customer, supplier

or other counterparty he introduces. Subject to approval by the Company’s Board of Directors, compliance with applicable securities

laws and Nasdaq rules, the Company has agreed to issue to the Founder shares of common stock with an aggregate value of up to $600,000,

consisting of (i) $50,000 of shares, to be issued within 30 days after the Closing Date and valued at the average closing price for the

three trading days ending on the Closing Date, and (ii) $100,000, $200,000 and $250,000 of shares, respectively, if the closing price

of the common stock equals or exceeds $5.00, $7.00 and $10.00 per share for three consecutive trading days while the Consulting Agreement

is in effect (or, if Buyer terminates it without cause, during its original 12-month term), valued at the average closing price over

those three trading days. The shares will be restricted securities and may not be transferred until the first anniversary of their issuance.

The

Purchase Agreement contains representations, warranties and covenants made solely for the benefit of its parties, as of specified dates,

and for purposes of allocating risk between them. Investors should not rely on them as statements of fact about the Company, Buyer, Seller

or the Purchased Assets.

The

foregoing descriptions of Purchase Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety

by reference to the full text of the Purchase Agreement and the Consulting Agreement, copies of which are filed as Exhibit 2.1 and Exhibit

10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item

2.01 Completion of Acquisition or Disposition of Assets.

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

November 3, 2026, Buyer completed the acquisition of the Purchased Assets pursuant to the Purchase Agreement. The Closing Payment and

the escrow deposit were funded from the Company’s cash on hand.

Prior

to the Transaction, there was no material relationship between the Company, Buyer or any of their affiliates, directors or officers,

or any associate of any such director or officer, on the one hand, and Seller or the Founder, on the other hand, other than in respect

of the previously disclosed non-binding letter of intent, the Purchase Agreement and the related agreements described in Item 1.01.

Item

7.01 Regulation FD Disclosure.

November 4, 2026, the Company issued a press release announcing the Transaction. A copy of the press release is furnished as Exhibit

99.1 to this Current Report on Form 8-K.

The

information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities

Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item

8.01 Other Events.

Change

in Trading Symbol

previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”)

on October 23, 2026, in connection with the Transaction, the Company intends to adopt “GPU Exchange” as its doing-business-as

name and to change the trading symbol of its common stock on The Nasdaq Capital Market from “EZRA” to “XGPU.”

The

Company intends for its common stock to begin trading on The Nasdaq Capital Market under the new trading symbol “XGPU” at

the opening of trading on November 10, 2026. Until that time, the common stock will continue to trade under the symbol “EZRA.”

The

change in trading symbol does not affect the rights of the Company’s stockholders, and no action is required by stockholders with

respect to the symbol change. The Company’s legal name will remain “Reliance Global Group, Inc.”

Cautionary

Note Regarding Forward-Looking Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E

of the Exchange Act. These include statements regarding the Company’s plans for the development and operation of the Oblivus platform;

the expected benefits of the Transaction; the possible payment of the Milestone Payments; the possible issuance of common stock to the

Founder; the possible exercise of the investment right; the timing of the change in the trading symbol of the Company’s common

stock and the adoption of the GPU Exchange doing-business-as name; and the Company’s expectations regarding the filing of any financial

statements or pro forma financial information relating to the Transaction. Words such as “anticipate,” “believe,”

“expect,” “intend,” “may,” “plan,” “will” and similar expressions are intended

to identify forward-looking statements. These statements are based on management’s current expectations and are subject to risks

and uncertainties that could cause actual results to differ materially. Those risks and uncertainties include the Company’s ability

to integrate, operate and grow the Oblivus platform, which has a limited operating history; its ability to retain and develop customer

and supplier relationships, none of which are governed by assumed contracts; dependence on third-party GPU capacity and pricing; competition;

the availability of capital to fund the platform; the scope and timing of any financial statements the Company may be required to file,

and the consequences of any failure to file them on a timely basis; and the other risks described in the Company’s Annual Report

on Form 10-K for the fiscal year ended December 31, 2025 and its subsequent filings with the SEC. Forward-looking statements speak only

as of the date of this report, and the Company undertakes no obligation to update them, except as required by law.

Item

9.01 Financial Statements and Exhibits.

(a)

Financial statements of businesses or funds acquired. The financial statements required by Item 9.01(a) of Form 8-K, will be filed

by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K

is required to be filed.

(b)

Pro forma financial information. The pro forma financial information required by Item 9.01(b) of Form 8-K, will be filed by amendment

to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required

to be filed.

(d)

Exhibits.

Exhibit

No.

Description

2.1*#†

Asset Purchase Agreement, dated as of November 3, 2026, by and among GPU Exchange Corp., Skyportal Inc. and, solely for the limited purposes set forth therein, Matthew Antoun.

10.1*

Consulting Agreement, dated November 3, 2026, by and among GPU Exchange Corp., Reliance Global Group, Inc. (solely for purposes of Section 4(b)) and Matthew Antoun.

99.1

Press Release of Reliance Global Group, Inc., dated November 4, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

†

Certain identified information has been excluded from this exhibit pursuant to Item 601(b)(2)(ii) of Regulation S-K because it is both

(i) not material and (ii) the type of information that the registrant treats as private or confidential.

# Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to

furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

RELIANCE GLOBAL GROUP, INC.

By:

/s/

Ezra Beyman

Name:

Ezra

Beyman

Title:

Chief

Executive Officer

Date:

November 9, 2026

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit 2.1

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”), dated

as of November 3, 2026, is entered into by and among Skyportal Inc., a Delaware corporation (“Seller”), GPU Exchange Corp.,

a Delaware corporation (“Buyer”), and, solely for the limited purposes of Section 4.21 (Limited Representations of Founder),

Section 6.1 (Confidentiality), Section 6.2 (Non- Competition; Non-Solicitation), Section 6.8 (Use of Name and Marks), Section 6.9 (Release)

and ARTICLE VIII (Miscellaneous) (and not as a seller of any assets hereunder), Matthew Antoun, an individual and the founder and a stockholder

of Seller (“Founder” and, together with Seller, each a “Restricted Party” and, collectively, the “Restricted

Parties”). Seller, Buyer and, for such limited purposes, Founder are referred to herein each as a “Party” and, collectively,

as the “Parties.”

RECITALS

WHEREAS, Seller is engaged, through its Oblivus business, in the business

of operating a GPU cloud computing platform that provides customers with access to GPU and other accelerated computing capacity, including

(a) sourcing, procuring, contracting for and aggregating GPU and other accelerated compute capacity from data centers, cloud providers,

GPU owners and other infrastructure providers; (b) selling and reselling such compute capacity to customers; (c) operating and developing

the Oblivus cloud platform and technology stack through which customers access, provision, deploy, manage and use GPU computing resources;

(d) operating and developing marketplace functionality through which third-party GPU owners and suppliers make their available GPU capacity

accessible to customers; (e) matching and connecting customers that need GPU compute with suppliers that have available GPU capacity,

and brokering and facilitating transactions between such suppliers and customers; (f) aggregating GPU capacity from multiple suppliers

and making such capacity available through a common platform; and (g) the customer, supplier, data-center, infrastructure-provider and

other commercial relationships associated with the foregoing, in each case as conducted by Seller through its Oblivus business as of the

Closing, together with any continuation, development, extension, expansion or growth thereof by Buyer or its Affiliates following the

Closing (the “Business”), which Business, for the avoidance of doubt, excludes all other businesses, products, services, technologies

and activities of the Founder, the Seller and its Affiliates, including, but not limited to, Seller’s artificial intelligence, software,

infrastructure-management software, AI agents, cloud-management tools, consulting, data-center technology businesses and activities, in

each case solely to the extent not constituting the Business (collectively, the “Retained Businesses”); and

WHEREAS, Founder is the founder and a stockholder of Seller and acknowledges

that the Transactions are being entered into for due and adequate consideration; and

WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes

to purchase and assume from Seller, the Purchased Assets (as defined herein) and the Assumed Liabilities (as defined herein), subject

to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements

hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and

intending to be legally bound, the Parties agree as follows:

ARTICLE I. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set

forth herein, or in Exhibit A to this Agreement, as applicable.

ARTICLE II. PURCHASE AND SALE

2.1 Purchase and Sale of Assets. Subject to the terms and

conditions set forth herein, Seller hereby sells, transfers, conveys, assigns and delivers to Buyer, and Buyer hereby purchases and acquires

from Seller, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”),

all of Seller’s right, title, interest, power and privilege in, to and under the assets, properties and rights used or held for

use in the conduct of the Business, including (a) the assets, properties and rights specifically described on Schedule 2.1 (which shall

include each asset identified on the asset list delivered by Seller to Buyer prior to the date hereof), and (b) to the extent used or

held for use in the Business, the Oblivus cloud platform and technology stack, all Intellectual Property Assets (including source code),

marketplace capabilities, customer, supplier, data-center and infrastructure-provider relationships, data, domain names, Trademarks and

goodwill, but excluding any Contracts (collectively, the “Purchased Assets”). All other assets, properties and rights of Seller

and its Affiliates, including those used solely in the Retained Businesses, are not being sold, transferred or assigned to Buyer and shall

be retained by Seller and its Affiliates.

2.2 Scope of Sale; Retained Businesses

This Agreement provides for the sale of the Business and the Purchased

Assets only. The Retained Businesses, and all assets, properties, rights, Contracts and Liabilities of Seller and its Affiliates other

than the Purchased Assets, are not included in the sale contemplated by this Agreement, are not being sold, transferred or assigned to

Buyer, and shall remain with Seller and its Affiliates, and nothing in this Agreement is intended to limit or restrict the Retained Businesses

except as expressly provided in Section 6.1 (Confidentiality), Section 6.2 (Non-Competition; Non-Solicitation) and Section 6.8 (Use of

Name and Marks). Notwithstanding the foregoing, (a) from and after the Closing, Buyer and its Affiliates shall have the full and unrestricted

right to own, use, operate, continue, develop, expand and grow the Business and the Purchased Assets, and nothing in this Section 2.2,

in the definition of Retained Businesses or elsewhere in this Agreement shall limit such right; (b) nothing in this Section 2.2 or in

the definition of Retained Businesses shall limit, narrow or exclude any Purchased Asset or any part of the Business, and in the event

of any conflict or overlap between the Business and the Retained Businesses, such activity or asset shall be deemed part of the Business

and, to the extent constituting an asset, a Purchased Asset; and (c) for the avoidance of doubt, (i) any asset, property or right of Seller

or its Affiliates that is not used or held for use in the Business, including any asset, property or right used solely in the Retained

Businesses, is not a Purchased Asset and shall be retained by Seller and its Affiliates, and (ii) Buyer is not assuming, and shall have

no Liability or indemnification obligation of any kind under this Agreement or otherwise with respect to, any Liabilities of Seller or

its Affiliates other than the Assumed Liabilities, and all Liabilities of Seller and its Affiliates

arising out of or relating to the Retained Businesses, whether arising

before, at or after the Closing, are Excluded Liabilities and are not Assumed Liabilities.

2.3 Assumed Liabilities. Subject to the terms and conditions

set forth herein, Buyer hereby assumes only those liabilities and obligations that arise from the ownership or operation of the Business

or the Purchased Assets by Buyer or its Affiliates after the Closing, and only to the extent that such liabilities and obligations do

not relate to any pre-Closing action, inaction, breach, default or violation by Seller or any of its Affiliates (collectively, the “Assumed

Liabilities”). For the avoidance of doubt, (a) Buyer is not assuming any Contract of Seller or any liability or obligation under

any Contract of Seller, and no Contract is included in the Purchased Assets, and (b) no Liability arising out of or relating to the Retained

Businesses, whether arising before, at or after the Closing, shall be an Assumed Liability.

2.4 Excluded Liabilities. Other than the Assumed Liabilities

expressly assumed pursuant to Section 2.3, Buyer does not assume, and shall in no way be liable for, any liabilities or obligations of

Seller or any of its Affiliates of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or

hereafter created, including all liabilities and obligations arising out of or relating to (a) the operation of the Business or the ownership

of the Purchased Assets prior to the Closing, (b) any Contract of Seller, (c) the Retained Businesses, whether arising before, at or after

the Closing, and (d) the employment or engagement of any Transferred Personnel by Seller or any of its Affiliates at or prior to the Closing

(and the employment of the Transition Employee by Seller, other than Liabilities arising from the direction or use of the Transition Employee

by Buyer or its Affiliates or Buyer’s breach of Section 6.11), including all wages, fees, bonuses, commissions, benefits, expense

reimbursements, severance, payroll and withholding Taxes, and any Liability arising from the classification of any Transferred Personnel

as an employee or independent contractor, and such liabilities or obligations shall be retained by Seller (collectively, the “Excluded

Liabilities”).

2.5 Purchase Price; Payment of Purchase Price.

(a) The aggregate consideration for the Purchased Assets (the “Purchase

Price”) shall be an amount equal to:

(i) $3,000,000 (the “Closing Payment”); plus

(ii) the aggregate amount of the Milestone Payments, if any, payable

to Seller in accordance with the terms and conditions set forth in Section 2.6.

(b) At the Closing, Buyer shall deliver, or cause to be delivered,

by wire transfer of immediately available funds:

(i) to Seller, an amount equal to the Closing Payment; and

(ii) to the Escrow Agent, an aggregate amount equal to $375,000 (in

respect of the potential First Milestone Payment), to be held and disbursed in accordance with the terms of this Agreement and the Escrow

Agreement.

2.6 Milestone Payments. In addition to the Closing Payment,

Seller shall be eligible to receive, as a component of the Purchase Price, Milestone Payments up to a maximum aggregate amount of $750,000

(the “Maximum Potential Milestone Payments”), subject to and in accordance with the conditions set forth in this Section 2.6.

(a) First Milestone Payment. If the Business generates average monthly

Revenue during the six-month period following the Closing (the “First Milestone Period”) equal to or greater than Seventy-Nine

Thousand Dollars ($79,000) (the “First Minimum Revenue Threshold”), Seller shall be entitled to receive $375,000 (the “First

Milestone Payment”). For the avoidance of doubt, if the Business generates average monthly Revenue during the First Milestone Period

less than the First Minimum Revenue Threshold, Seller shall not be entitled to the First Milestone Payment or any other payment in respect

of the First Milestone Period.

(b) Second Milestone Payment. If the Business generates average monthly

Revenue during the six-month period following the First Milestone Period (the “Second Milestone Period”) equal to or greater

than One Hundred Twenty Thousand Dollars ($120,000) (the “Second Minimum Revenue Threshold”), Seller shall be entitled to

receive $375,000 (the “Second Milestone Payment”). For the avoidance of doubt, if the Business generates average monthly Revenue

during the Second Milestone Period less than the Second Minimum Revenue Threshold, Seller shall not be entitled to the Second Milestone

Payment or any other payment in respect of the Second Milestone Period.

following terms shall have the following meanings:

(i) “Milestone Payment(s)” means, individually or collectively,

as applicable, the First Milestone Payment and the Second Milestone Payment.

(ii) “Milestone Period(s)” means, individually or collectively,

as applicable, the First Milestone Period and the Second Milestone Period.

(iii) “Revenue” means revenue received by the Business

during the applicable Milestone Period, as calculated on a cash basis (being amounts actually received in cash by Buyer or its Affiliates

from the operation of the Business, net of refunds, credits and chargebacks, and including all amounts received by Buyer or any of its

Affiliates from customers of the Business (and from any successor or replacement platform or offering to which such customers or the Purchased

Assets are migrated), regardless of the Buyer entity or platform through which such amounts are received), which revenue shall be of the

same form as the revenue reflected in the Business Financial Records, as calculated on a cash basis, consistent with the financial information

provided to Buyer and as represented by Seller under this Agreement.

(d) Milestone Payment Statement.

(i) No later than 15 Business Days following the end of the applicable

Milestone Period, Buyer shall deliver, or cause to be delivered, to Seller a statement (a “Milestone Payment Statement”) setting

forth Buyer’s good faith determination of the applicable Milestone Payment, as well as Buyer’s calculations and reasonable

documentation supporting its calculation of Revenue for the applicable Milestone Period.

(ii) Seller shall have 15 Business Days following delivery of a Milestone

Payment Statement (the “Milestone Review Period”) to review the same. During the Milestone Review Period, Seller may make

inquiries of Buyer, and Buyer shall make available to Seller, as reasonably requested by Seller and during normal business hours, working

papers, worksheets and other documents utilized by Buyer in the preparation of such Milestone Payment Statement that are within Buyer’s

possession or control. In the event Seller disputes any component of or calculation set forth in such Milestone Payment Statement, then,

prior to the expiration of the applicable Milestone Review Period, Seller shall notify Buyer in writing of each such component or calculation

in dispute, specifying the amount thereof in dispute and setting forth, in reasonable detail, the nature of such dispute and the basis

therefor (the “Milestone Dispute Notice”). Such Milestone Dispute Notice shall contain Seller’s calculation of Revenue

along with a reconciliation to Buyer’s calculations thereof and all supporting documentation, including underlying calculations,

spreadsheets and schedules (if available). If Seller fails to deliver a Milestone Dispute Notice prior to the expiration of the applicable

Milestone Review Period, or if Seller notifies Buyer that there are no amounts Seller wishes to dispute with respect to the applicable

Milestone Payment Statement, Seller will be deemed to have accepted such Milestone Payment Statement and Buyer’s calculation of

such Milestone Payment and Revenue reflected therein. If Seller timely delivers a Milestone Dispute Notice to Buyer, Seller and Buyer

shall in good faith attempt to resolve any such dispute set forth therein, and any resolution by them as to any disputed amounts shall

be final, binding and conclusive on the Parties. The Parties acknowledge and agree that all components of and amounts set forth in a Milestone

Payment Statement not included or specified as being in dispute in the applicable Milestone Dispute Notice shall be final, binding and

conclusive upon the Parties and deemed accepted by Seller.

(iii) If Buyer and Seller are unable to resolve any such disputed components

or amounts within 15 Business Days after the applicable Milestone Dispute Notice is delivered by Seller to Buyer, Seller or Buyer may

submit the components and amounts remaining in dispute, which were appropriately set forth in a timely delivered Milestone Dispute Notice

in accordance with Section 2.6(d)(ii) (the “Unresolved Disputed Items”), for resolution to CFO Squad Inc. (the “Independent

Accountant”).

(iv) Buyer and Seller shall jointly retain the Independent Accountant

to resolve the Unresolved Disputed Items. If, for any reason, the Independent Accountant is unwilling or unable to serve as the Independent

Accountant, and Buyer and Seller cannot otherwise mutually agree (acting in good faith) on an alternative nationally recognized independent

accounting firm to serve as the Independent Accountant, then either Seller or Buyer may petition a court of competent jurisdiction to

appoint an independent accounting firm to serve as the Independent Accountant. Within five Business Days of the Independent Accountant

accepting its appointment, Seller and Buyer shall simultaneously exchange and submit to the Independent Accountant their respective positions

and supporting documentation with regard to the Unresolved Disputed Items. Seller and Buyer shall use commercially reasonable efforts

to cause the Independent Accountant to, and the Independent Accountant shall, (A) resolve all Unresolved Disputed Items in accordance

with the terms and provisions of this Agreement as soon as practicable, but in any event within 20 Business Days of the Independent Accountant

accepting its appointment, and render a written report detailing the resolution of each of the Unresolved Disputed Items and the resulting

calculation of the amounts required to be included in the final Milestone Payment Statement, (B) address only the Unresolved Disputed

Items, (C) not re-assess any undisputed item, or any

undisputed component of a disputed item, (D) not assign a value to

any item greater than the greatest value for such item claimed by Buyer or Seller in the applicable Milestone Payment Statement or Milestone

Dispute Notice, as applicable, or less than the smallest value for such item claimed by Buyer or Seller in the applicable Milestone Payment

Statement or Milestone Dispute Notice, as applicable, and (E) base the Independent Accountant’s determination solely on presentations

and documentation provided by Buyer and Seller, and not on independent review. In making its determinations as to the Unresolved Disputed

Items, the Independent Accountant shall act as an expert and not as an arbitrator, and the dispute resolution process under this Section

2.6(d) shall be an expert determination and not an arbitration. Buyer and Seller will furnish to each other and to the Independent Accountant

such work papers and other documents and information relating to the disputed items as the Independent Accountant may reasonably request

and are available to that Party (or its independent public accountants). Buyer and Seller shall provide copies to one another of all written

submissions to the Independent Accountant and shall be permitted to attend (and shall receive reasonable advance written notice of) any

meeting with, presentations to, or other similar communications with, the Independent Accountant. The Independent Accountant shall have

exclusive jurisdiction over, and resort to the Independent Accountant as provided in this Section 2.6(d) shall be the sole recourse and

remedy of the Parties against one another, or any other Person, with respect to, any Unresolved Disputed Items. The Independent Accountant’s

resolution of all Unresolved Disputed Items (which, absent manifest error, shall be final, binding and non-appealable and upon which a

judgment may be entered by a court having jurisdiction thereover) shall be conclusive and binding on all of the Parties and shall be enforceable

in a court of Law. Any communications following the delivery of a Milestone Dispute Notice in connection with such attempts to resolve

disputes set forth in the Milestone Dispute Notice may not be used against any Party for purposes of showing or proving that any Party

has made any concessions or taken any positions contrary to the positions taken by Buyer in the applicable Milestone Payment Statement

or by Seller in the applicable Milestone Dispute Notice. The fees and expenses of the Independent Accountant shall be borne by Buyer.

(e) Disbursement of Milestone Payment.

(i) Within five Business Days following the date upon which the applicable

Milestone Payment Statement in respect of the First Milestone Period is deemed final and binding pursuant to Section 2.6(d), (A) if the

First Milestone Payment is payable to Seller pursuant to this Section 2.6, Buyer and Seller shall execute and deliver joint written instructions

to the Escrow Agent instructing the Escrow Agent to disburse the First Milestone Payment, together with any interest or other earnings

thereon, to Seller, or (B) if the First Milestone Payment is not payable pursuant to this Section 2.6, Buyer may deliver written instructions

to the Escrow Agent, and the Escrow Agent shall be authorized and directed, without any further consent or approval of Seller, to disburse

$375,000, together with any interest or other earnings thereon, to Buyer.

(ii) Within five Business Days following the date upon which the Milestone

Payment Statement in respect of the Second Milestone Period is deemed final and binding pursuant to Section 2.6(d), Buyer shall deliver,

or cause to be delivered, to Seller the Second Milestone Payment, if any, to which Seller is entitled pursuant to the final Milestone

Payment Statement in respect of the Second Milestone Period, by wire transfer of immediately

available funds, such payment being in full and final satisfaction

of the obligation of Buyer to pay any Second Milestone Payment.

(f) Operation of the Business. Until the end of the Second Milestone

Period, Buyer (A) will use commercially reasonable efforts to develop the Business, including using commercially reasonable efforts to

maintain and develop customer, supplier and commercial relationships included in the Purchased Assets, and (B) will not intentionally

divert revenue or business opportunities away from the Business or take any action primarily for the purpose of preventing satisfaction

of the First Minimum Revenue Threshold or the Second Minimum Revenue Threshold. Buyer shall not, prior to the end of the Second Milestone

Period, sell, transfer or exclusively license all or substantially all of the Business or the Purchased Assets to any Person unless such

Person assumes in writing Buyer’s obligations under this Section 2.6, and no such transaction shall relieve Buyer of such obligations.

If Buyer breaches clause (B) above, the Milestone Payment in respect of each Milestone Period affected by such breach shall be deemed

earned and shall be payable to Seller in full (and, in the case of the First Milestone Payment, shall be released to Seller from escrow)

within five Business Days after written notice from Seller.

(g) Nature of Milestone Payments. The Parties understand and agree

that (i) the contingent rights to receive the Milestone Payments shall not be represented by any form of certificate or other instrument,

are not transferable and do not constitute an equity or ownership interest in Buyer, (ii) Seller shall not have any rights as an equityholder

of Buyer as a result of Seller’s contingent right to receive the Milestone Payments hereunder, and (iii) no interest is payable

with respect to the Milestone Payments.

2.7 Allocation of Purchase Price. The Purchase Price and

the Assumed Liabilities shall be allocated among the Purchased Assets for all purposes (including Tax and financial accounting) in accordance

with Schedule 2.7 (the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of

the Internal Revenue Code of 1986, as amended (the “Code”). Buyer and the Seller shall file all Tax Returns in a manner consistent

with the Allocation Schedule.

2.8 Third Party Consents. To the extent that any of Seller’s

rights under any Purchased Asset may not be assigned to Buyer without the consent of another Person which has not been obtained, this

Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful,

and the Seller, at its expense, shall use commercially reasonable efforts to obtain any such required consent as promptly as possible.

If any such consent is not obtained, or if any attempted assignment would be ineffective or would impair Buyer’s rights under the

Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent

permitted by Law and such Purchased Asset, shall act after the Closing as Buyer’s agent in order to obtain for it the benefits thereunder

and shall cooperate with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer.

ARTICLE III. CLOSING

3.1 Closing. Subject to the terms and conditions of this

Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place by the delivery

and exchange of all required closing deliverables by electronic transmission in PDF or a comparable format, simultaneously with the execution

of this Agreement on the date hereof (the “Closing Date”). The consummation of the transactions contemplated by this Agreement

shall be deemed to occur at 12:01 a.m. (Eastern Time) on the Closing Date.

3.2 Closing Deliverables.

(a) At the Closing, Seller shall deliver, or cause to be delivered,

to Buyer the following:

(i) the Escrow Agreement duly executed by Seller;

(ii) a short-form bill of sale

(iii) and assignment and assumption agreement in form and substance

reasonably satisfactory to Buyer (the “Bill of Sale and Assignment”) and duly executed by Seller, evidencing the transfer

to Buyer of the Purchased Assets and the assumption by Buyer of the Assumed Liabilities, which shall not disclose the Purchase Price or

the other economic terms of this Agreement;

(iv) an assignment agreement in form and substance reasonably satisfactory

to Buyer (the “IP Assignment Agreement”) and duly executed by Seller, transferring all of Seller’s right, title and

interest in and to any registered Intellectual Property Assets to Buyer;

(v) a valid Form W-9 duly executed by an officer of Seller;

(vi) a certificate of good standing of Seller issued by the Secretary

of State of the State of Delaware not earlier than 10 days prior to the Closing Date;

(vii) a certificate of the Secretary or another officer of Seller certifying

as to (A) the resolutions of the stockholders and directors of Seller, duly adopted and in effect, which authorize the execution, delivery

and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Seller

authorized to sign this Agreement and the documents to be delivered hereunder;

(viii) a consulting agreement between Buyer and Founder, in form and

substance satisfactory to Buyer and Founder, providing for transition and ongoing advisory services for aggregate compensation of $250,000

payable in cash monthly over a one-year period (the “Consulting Agreement”), duly executed by Founder;

(ix) such other customary instruments of transfer, assumption, filings

or documents, in form and substance reasonably satisfactory to Buyer, as may be reasonably requested by Buyer in connection herewith.

(b) At the Closing, in addition to the Closing Payment in accordance

with Section 2.5(b)(i), Buyer shall deliver to Seller the following:

(i) the Escrow Agreement duly executed by Buyer;

(ii) the Bill of Sale

(iii) and Assignment duly executed by Buyer;

(iv) the IP Assignment Agreement duly executed by Buyer;

(v) the Consulting Agreement duly executed by Buyer;

(vi) the first Transition Payment in accordance with Section 6.11(d);

and

(vii) such other customary documents, certificates, instruments or

writings as may be reasonably requested by Seller in connection herewith.

ARTICLE IV.REPRESENTATIONS AND WARRANTIES OF

SELLER

As a material inducement to Buyer to enter into and perform its obligations

under this Agreement, the Seller represents and warrants to Buyer that, except as set forth in the correspondingly numbered Schedule,

the statements contained in this ARTICLE IV are true and correct as of the date hereof.

4.1 Organization and Qualification of Seller.

(a) Seller is a corporation duly organized, validly existing and in

good standing under the Laws of the State of Delaware.

(b) Seller is duly licensed or qualified to do business and is in good

standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes

such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a

Material Adverse Effect on the Business or the Purchased Assets.

voting power of the issued and outstanding shares of capital stock of Seller.

4.2 Authority of Seller. Seller has all necessary corporate

power and authority to own, lease and operate its assets and properties and to carry on the Business as such Business is now being conducted.

Seller has full power and authority to enter into, deliver and perform this Agreement and the other Transaction Documents to which the

Seller is a party. The execution, delivery and performance of this Agreement and the other Transaction Documents by Seller and the consummation

by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part

of Seller, including the approval of its board of directors and stockholders, and all consents, approvals and waivers of the holders of

any convertible promissory notes, simple agreements for future equity or other securities of Seller

required in connection therewith have been obtained. No other corporate

proceedings or actions are necessary on the part of Seller to authorize (i) the execution, delivery and performance of this Agreement

and the other Transaction Documents by Seller, or (ii) the consummation by Seller of the transactions contemplated hereby and thereby.

4.3 Enforceability. Each of this Agreement and the other

Transaction Documents has been duly executed and delivered by the Seller and constitutes a legal, valid and binding agreement of the Seller,

enforceable against the Seller in accordance with its terms, except to the extent that enforcement may be affected by Laws relating to

bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance

and other equitable remedies.

4.4 No Conflicts or Consents. Except as set forth on Schedule

4.4, the execution, delivery, and performance by Seller of this Agreement and the other Transaction Documents to which it is a party,

and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision

of the certificate of incorporation, by- laws, or other governing documents of Seller; (b) violate or conflict with any provision of Law

or any Governmental Order applicable to Seller, the Business, or the Purchased Assets; (c) require the consent, notice, declaration, or

filing with or other action by any other Person or require any permit, license, or Governmental Order; (d) violate or conflict with, 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 Seller or the Business is bound or to which any of the Purchased Assets are subject; or (e) result in the creation or

imposition of any Encumbrance on the Purchased Assets or the Business.

4.5 Business Financial Records; Liabilities.

(a) Schedule 4.5 sets forth the internal accounting records maintained

by Seller with respect to the Business, consisting of the revenue, cost of revenue and operating expense information for the Oblivus product

and the Purchased Assets for the period from May 2025 through August 2026 (the “Business Financial Records”). The Business

Financial Records were prepared in good faith from the books and records of Seller, are accurate in all material respects, and fairly

reflect in all material respects the revenue and expenses of the Business for the periods indicated. Buyer acknowledges that Seller does

not prepare separate financial statements for the Business, and that the Business Financial Records are unaudited, have not been reviewed

by an independent accountant, have not been prepared in accordance with generally accepted accounting principles, and do not include a

balance sheet or the other components of complete financial statements.

(b) Except as set forth on Schedule 4.5(b), Seller has no Liabilities

with respect to the Business or the Purchased Assets, except (i) those which are reflected in the Business Financial Records, and (ii)

those which have been incurred in the ordinary course of business consistent with past practice since August 31, 2026 and which are not,

individually or in the aggregate, material in amount.

4.6 Absence of Certain Changes, Events and Conditions. Since

January 1, 2026, there has not been any of the following with respect to Seller, any Purchased Asset or the Business:

(a) any event, occurrence or development that has had, or could reasonably

be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b) any transfer, assignment, sale or other disposition of any asset

that would have been a Purchased Asset; and

of any Purchased Asset, whether or not covered by insurance.

4.7 Contracts. No Contracts are included in the Purchased

Assets, and Buyer is not assuming any Contract or any Liability or obligation thereunder. The execution, delivery and performance of this

Agreement by Seller and the transfer of the Purchased Assets to Buyer will not conflict with or result in a breach of, or require the

consent of any other party under, any Contract to which Seller is a party.

4.8 Title to and Sufficiency of Purchased Assets. Seller

is the sole owner of all right, title and interest in and to the Purchased Assets owned by Seller and has good title to all of such Purchased

Assets, free and clear of any Encumbrances. No Person other than Seller has any beneficial ownership or other interest in or to any of

the Purchased Assets, nor does any such other Person have any right or option to acquire any beneficial ownership or interest in or to

any of the Purchased Assets. No unreleased mortgage, trust deed, chattel mortgage, security agreement, financing statement or other instrument

encumbering any of the Purchased Assets has been recorded, filed, executed or delivered. There is no indebtedness for borrowed money,

guarantee or other obligation of Seller or any of its Affiliates secured by any Purchased Asset, and no payoff letter, lien release, or

consent, approval or notice of or to any Person is required in order to transfer the Purchased Assets to Buyer free and clear of all Encumbrances.

Without limiting the foregoing, no convertible promissory note, simple agreement for future equity or other security issued by Seller,

and no holder thereof, has or will have any Encumbrance on, security interest in, or right or claim to, any Purchased Asset, or any right

to consent to, restrict or otherwise affect the sale of the Purchased Assets to Buyer that has not been obtained or waived. The Purchased

Assets (including the assets set forth on Schedule 2.1) are sufficient for the continued conduct of the Business after the Closing in

substantially the same manner as conducted prior to the Closing, without the need for any transition services from Seller or its Affiliates

(other than the services of Founder under the Consulting Agreement and the services of the Transition Employee under Section 6.11), and

constitute all of the rights, property, and assets necessary to conduct the Business as currently conducted. No additional license or

other right or asset from Seller, Founder or any of their respective Affiliates will be necessary in order for Buyer to continue operating

the Business following the Closing in substantially the same manner as conducted prior to the Closing. For the avoidance of doubt, no

representation or warranty in this Agreement is made with respect to the Retained Businesses or any asset, right or property used in the

Retained Businesses that is not a Purchased Asset.

4.9 Real Property. Seller does not own, lease, sublease,

license or otherwise use or occupy any real property in connection with the Business and Seller is not a party to or bound by any Contract

to purchase, lease or otherwise acquire or occupy any real property in connection with the Business.

4.10 Legal Proceedings; Governmental Orders.

(a) There are no Actions pending or, to Seller’s Knowledge, threatened

against or by Seller (i) relating to or affecting the Business or the Purchased Assets; or (ii) that challenge or seek to prevent, enjoin

or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledge, no event has occurred or circumstances

exist that may give rise to, or serve as a basis for, any such Action. Seller has not received notice from any Person asserting facts

or circumstances which are reasonably likely to give rise to the initiation of an Action relating to or affecting the Business or the

Purchased Assets.

(b) There are no outstanding Governmental Orders and no unsatisfied

judgments, penalties or awards against, relating to or affecting the Business or the Purchased Assets.

4.11 Compliance with Laws. To Seller’s Knowledge,

Seller has complied, and is now complying, with all Laws applicable to the conduct of the Business and the ownership and use of the Purchased

Assets. Seller has not received any notice of any non-compliance with any such Laws in connection with the Business or the Purchased Assets.

4.12 Taxes.

(a) All Tax Returns required to be filed by Seller or with respect

to the Business or the Purchased Assets have been timely filed. Such Tax Returns are true, complete and correct in all respects. All Taxes

due and owing by Seller or with respect to the Business or Purchased Assets (whether or not shown on any Tax Return) have been timely

paid.

(b) Seller has withheld and paid each Tax required to have been withheld

and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other party,

and complied with all information reporting and backup withholding provisions of applicable Law.

or requested with respect to any Taxes of Seller, the Business or the Purchased Assets.

(d) All deficiencies asserted, or assessments made, against Seller

as a result of any examinations by any taxing authority have been fully paid.

(e) Seller is not a party to any Action by any taxing authority. To

Seller’s Knowledge, there are no pending or threatened Actions by any taxing authority.

(f) There are no Encumbrances for Taxes upon any of the Purchased Assets

nor, to Seller’s Knowledge, is any taxing authority in the process of imposing any Encumbrances for Taxes on any of the Purchased

Assets (other than for current Taxes not yet due and payable).

(g) Seller is not a “foreign person” as that term is used

in Treasury Regulations Section 1.1445-2.

(h) Seller is not, and has never been, a party to, or a promoter of,

a “reportable transaction” within the meaning of Section 6707A(c)(2) of the Code and Treasury Regulations Section 1.6011-4(b)(2).

(i) To Seller’s Knowledge, no written claim has ever been made

and delivered to Seller by a Governmental Authority in a jurisdiction where Seller does not file Tax Returns that Seller is or may be

subject to taxation by that jurisdiction or that Seller must file Tax Returns.

(j) Seller has not been a member of an affiliated group filing a consolidated

federal income Tax Return (or any consolidated, combined, unitary or similar state or local Tax Return). Seller does not have any liability

for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as a transferee or successor,

by contract, or otherwise.

4.13 Intellectual Property.

(a) Schedule 4.13(a) lists all Intellectual Property of the Seller

relating to the Business.

(b) Schedule 4.13(b) contains a correct, current and complete list

of all Intellectual Property Agreements, specifying for each the date, title, and parties thereto, and separately identifying the Intellectual

Property Agreements: (i) under which Seller is a licensor or otherwise grants to any Person any right or interest relating to any Intellectual

Property Asset; (ii) under which Seller is a licensee or otherwise granted any right or interest relating to the Intellectual Property

of any Person; and (iii) which otherwise relate to Seller’s ownership or use of any Intellectual Property in the conduct of the

Business as currently conducted, in each case identifying the Intellectual Property covered by such Intellectual Property Agreement. Seller

has provided Buyer with true and complete copies (or in the case of any oral agreements, a complete and correct written description) of

all such Intellectual Property Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each

Intellectual Property Agreement is valid and binding on Seller in accordance with its terms and is in full force and effect. Seller is

not 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 Intellectual Property Agreement.

exclusive legal and beneficial, and with respect to the Intellectual Property Registrations, record, owner of all right, title and interest

in and to the Intellectual Property Assets, 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 Business as currently conducted, in each case, free and clear of Encumbrances. The Intellectual

Property Assets and Licensed Intellectual Property are all of the Intellectual Property necessary to operate the Business as presently

conducted. Seller has entered into binding, valid and enforceable written Contracts with each current and former employee and independent

contractor who is or was involved in or has contributed to the invention, creation, or development of any Intellectual Property during

the course of employment or engagement with Seller whereby such employee or independent contractor (i) acknowledges Seller’s exclusive

ownership of all Intellectual Property Assets invented, created or developed by such employee or independent

contractor within the scope of his or her employment or engagement

with Seller; (ii) grants to Seller a present, irrevocable assignment of any ownership interest 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, including any moral rights, regarding such Intellectual Property,

to the extent permitted by applicable Law. Seller has provided Buyer with true and complete copies of all such Contracts. All assignments

and other instruments necessary to establish, record, and perfect Seller’s ownership interest in the Intellectual Property Registrations

have been validly executed, delivered, and filed with the relevant Governmental Authorities and authorized registrars.

(d) Neither the execution, delivery, or performance of this Agreement,

nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of or payment of any additional

amounts with respect to, or require the consent of any other Person in respect of, Buyer’s right to own or use any Intellectual

Property Assets or Licensed Intellectual Property in the conduct of the Business as currently conducted. Immediately following the Closing,

all Intellectual Property Assets will be owned or available for use by Buyer on identical terms as they were owned or available for use

by Seller immediately prior to the Closing.

(e) All of the Intellectual Property Assets and Licensed Intellectual

Property are valid and enforceable, and all Intellectual Property Registrations are subsisting and in full force and effect. Seller has

taken all reasonable and necessary steps to maintain and enforce the Intellectual Property Assets and Licensed Intellectual Property and

to preserve the confidentiality of all Trade Secrets included in the Intellectual Property Assets, including by requiring all Persons

having access thereto to execute binding, written non-disclosure agreements. To Seller’s Knowledge, all required filings and fees

related to the Intellectual Property Registrations have been timely submitted with and paid to the relevant Governmental Authorities and

authorized registrars. Seller has provided Buyer with true and complete copies of all file histories, documents, certificates, office

actions, correspondence, assignments, and other instruments relating to the Intellectual Property Registrations.

(f) To Seller’s Knowledge, the conduct of the Business as currently

and formerly conducted, including the use of the Intellectual Property Assets and Licensed Intellectual Property in connection therewith,

and the products, processes, and services of the Business have not infringed, misappropriated, or otherwise violated the Intellectual

Property or other rights of any Person. To Seller’s Knowledge, no Person has infringed, misappropriated, or otherwise violated any

Intellectual Property Assets or Licensed Intellectual Property.

(g) There are no Actions (including any

opposition, cancellation, revocation, review, or other proceeding), whether settled, pending or, to Seller’s Knowledge,

threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, or other

violation of the Intellectual Property of any Person by Seller in the conduct of the Business; (ii) challenging the validity,

enforceability, registrability, patentability, or ownership of any Intellectual Property Assets or Licensed Intellectual Property;

or (iii) by Seller or any other Person alleging any infringement, misappropriation, or other violation by any Person of any

Intellectual Property Assets. Seller is not aware of any facts or circumstances that could reasonably be expected to give rise to

any such Action. Seller is not subject to any outstanding Governmental Order (including any motion or petition therefor) that does

or could reasonably be expected to restrict or impair the use of any Intellectual Property Assets or Licensed Intellectual

Property.

(h) Schedule 4.13(h) contains a correct, current, and complete list

of all social media accounts used by Seller in the conduct of the Business. Seller has complied with all terms of use, terms of service,

and other Contracts and all associated policies and guidelines relating to its use of any social media platforms, sites, or services in

the conduct of the Business (collectively, “Platform Agreements”). There are no Actions settled, pending, or threatened alleging

(i) any breach or other violation of any Platform Agreement by Seller; or (ii) defamation, any violation of publicity rights of any Person,

or any other violation by Seller in connection with its use of social media in the conduct of the Business.

(i) All Business IT Systems are in good working condition and are sufficient

for the operation of the Business as currently conducted. In the past year, there has been no malfunction, failure, continued substandard

performance, denial-of-service, or other cyber incident, including any cyberattack, or other impairment of the Business IT Systems that

has resulted or is reasonably likely to result in disruption or damage to the Business. Seller has taken all commercially reasonable steps

to safeguard the confidentiality, availability, security, and integrity of the Business IT Systems, including implementing and maintaining

appropriate backup, disaster recovery, and Software and hardware support arrangements.

(j) To Seller’s Knowledge, Seller has complied with all applicable

Laws and all internal or publicly posted policies, notices, and statements concerning the collection, use, processing, storage, transfer,

and security of personal information in the conduct of the Business. In the past year, Seller has not (i) experienced any actual, alleged,

or suspected data breach or other security incident involving personal information in its possession or control or (ii) been subject to

or received any notice of any audit, investigation, complaint, or other Action by any Governmental Authority or other Person concerning

Seller’s collection, use, processing, storage, transfer, or protection of personal information or actual, alleged, or suspected

violation of any applicable Law concerning privacy, data security, or data breach notification, in each case in connection with the conduct

of the Business, and to Seller’s Knowledge, there are no facts or circumstances that could reasonably be expected to give rise to

any such Action.

4.14 Customers and Suppliers.

(a) Schedule 4.14(a) sets forth with respect to the Business (i) each

customer of the Business who has paid aggregate consideration to Seller for goods or services of the Business in an amount greater than

or equal to $10,000 for the current fiscal year to date (collectively, the “Material Customers”); and (ii) the amount of consideration

paid by each Material Customer with respect to the Business during such period.

(b) Except as set forth on Schedule 4.14(a), Seller has not received

any written notice that any of the Material Customers has ceased, or intends to cease after the Closing, to use the goods or services

of the Business or to otherwise terminate or materially reduce its relationship with the Business.

supplier to whom Seller has paid consideration for goods or services provided to the Business in an amount greater than or equal to $10,000.

00 for the current fiscal year to date (collectively, the “Material Suppliers”); and (ii) the amount of purchases by the Business

from each Material Supplier during such periods.

(d) Except as set forth on Schedule 4.14(c), Seller has not received

any written notice that any of the Material Suppliers has ceased, or intends to cease, to supply goods or services to the Business or

to otherwise terminate or materially reduce its relationship with the Business.

4.15 Insurance

Schedule 4.15 sets forth (a) a true and complete list of all current

policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation,

vehicular, fiduciary liability, cyber liability and other casualty and property insurance maintained by Seller or its Affiliates and relating

to the Business, the Purchased Assets or the Assumed Liabilities (collectively, the “Insurance Policies”); and (b) with respect

to the Business, the Purchased Assets or the Assumed Liabilities, a list of all pending claims and the claims history for Seller during

the past year. Except as set forth on Schedule 4.15, there are no claims related to the Business, the Purchased Assets or the Assumed

Liabilities pending under any Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there

is an outstanding reservation of rights. Neither Seller nor any of its Affiliates has received any written notice of cancellation of,

premium increase with respect to, or alteration of coverage under, any of the Insurance Policies. All premiums due on the Insurance Policies

have either been paid or, if not yet due, accrued. All of the Insurance Policies (i) are in full force and effect and enforceable in accordance

with their terms; (ii) are provided by carriers who are financially solvent; and (iii) have not been subject to any lapse in coverage.

Neither Seller nor any of its Affiliates is in default under, or has otherwise failed to comply with, in any material respect, any provision

contained in any Insurance Policy. True and complete copies of the Insurance Policies have been made available to Buyer.

4.16 Employment Matters.

(a) Schedule 4.16(a) contains a list of all persons who are employees,

independent contractors or consultants of the Business as of the date hereof, including any employee who is on a leave of absence of any

nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position

(including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee;

(v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual

as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable

to all employees, independent contractors or consultants of the Business for services performed on or prior to the date hereof has been

paid in full, and there are no outstanding agreements, understandings or commitments of Seller with respect to any compensation, commissions,

bonuses or fees.

(b) Seller is not, and has not been for the past three years, a party

to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively,

“Union”), and there is not, and has not been for the past three years, any Union representing or purporting to represent any

employee of Seller, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining.

There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime

or other similar labor disruption or dispute affecting Seller or any employees of the Business. Seller has no duty to bargain with any

Union.

with all applicable Laws pertaining to employment and employment practices to the extent they relate to employees, volunteers, interns,

consultants and independent contractors of the Business, including all Laws relating to labor relations, equal employment opportunities,

fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits,

immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal

and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave and unemployment insurance.

To Seller’s Knowledge, any individuals characterized and treated by Seller as consultants or independent contractors of the Business

are properly treated as independent contractors under all applicable Laws. To Seller’s Knowledge any employee of the Business classified

as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. To Seller’s Knowledge,

Seller is in compliance with and has complied with all immigration laws, including Form I-9 requirements and any applicable mandatory

E-Verify obligations.

(d) There are no Actions against Seller pending, or to Seller’s

Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of

any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Business, including any charge,

investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination,

harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, employee

classification, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health

and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-related matter

arising under applicable Laws. Seller has complied with the WARN Act and any similar state or local Law, and has no plans to undertake

any action that would trigger the WARN Act or any such Law.

4.17 Related Party Transactions

Except as set forth on Schedule 4.17, no Restricted Party or any of

its Affiliates (other than Seller) is a party to any Contract or arrangement involving the Business or has any interest in any Purchased

Asset.

4.18 Brokers. Except for Acquire.com Brokerage Services,

Inc., who is owed a closing fee by Seller (which fee shall be paid in full by Seller at or prior to the Closing and constitutes an Excluded

Liability), 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

Seller.

4.19 Solvency; No Fraudulent Conveyance. Immediately after

giving effect to the Transactions, Seller (a) will be solvent and will not be rendered insolvent by the Transactions, and (b) will be

able to pay its Liabilities as they become due in the ordinary course of its business. Seller is not entering into this Agreement or the

Transactions with the intent to hinder, delay or defraud any present or future creditor of Seller, and the consummation of the Transactions

is not expected to have any such effect. The Transactions do not constitute a fraudulent conveyance or fraudulent transfer under applicable

Law, or otherwise give rise to any right of any creditor of Seller to any of the Purchased Assets after the Closing.

4.20 Full Disclosure. No representation or warranty by Seller

in this Agreement and no statement contained in the Schedules to this Agreement or any certificate or other document furnished or to be

furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary

to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

4.21 Limited Representations of Founder

Founder, solely in his individual capacity and solely with respect

to the matters set forth in this Section 4.21, represents and warrants to Buyer, as of the date hereof, that: (a) Founder has full legal

capacity to enter into and perform this Agreement for the limited purposes set forth in the preamble, and this Agreement constitutes a

legal, valid and binding obligation of Founder for such purposes, enforceable against Founder in accordance with its terms, except to

the extent that enforcement may be affected by Laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and

by the availability of equitable remedies; and (b) neither Founder nor any of his Affiliates (other than Seller) owns or has any right,

title or interest in or to any Purchased Asset or any other asset necessary for the operation of the Business, and Founder has no claim

against Buyer or the Purchased Assets relating to the Business. Founder makes no other representation or warranty and is not a seller

of any assets hereunder.

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF

BUYER

As a material inducement to the Seller to enter into and perform its

obligations under this Agreement, Buyer represents and warrants to the Seller that the statements contained in this ARTICLE V are true

and correct as of the date hereof.

5.1 Organization of Buyer. Buyer is a corporation duly organized,

validly existing and in good standing under the Laws of the State of Delaware.

5.2 Authority of Buyer. Buyer has full corporate power

and authority to enter into this Agreement and the other Transaction Documents to which Buyer is a party, to carry out its

obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery

by Buyer of this Agreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations

hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized

by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming

due authorization, execution and delivery by the Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer

enforceable against Buyer in accordance with its terms. When each other Transaction Document to which Buyer is or will be a party

has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such

Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its

terms.

5.3 No Conflicts or Consents. The execution, delivery, and

performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions

contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the certificate of incorporation,

bylaws or other organizational documents of Buyer; (b) violate or conflict with any provision of any Law or Governmental Order applicable

to Buyer; or (c) require Buyer to obtain the consent, notice, declaration, or filing with or other action by any Person.

5.4 Brokers. 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.

5.5 Legal Proceedings. There are no Actions pending or,

to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise

delay the transactions contemplated by this Agreement. To Buyer’s knowledge, no event has occurred or circumstances exist that may

give rise to, or serve as a basis for, any such Action.

ARTICLE VI. COVENANTS

6.1 Confidentiality.

From the Closing until two years thereafter, the Restricted Parties

shall, and shall cause their respective Affiliates to, hold, and shall use their reasonable best efforts to cause their respective directors,

officers, employees, consultants, financial advisors, counsel, accountants, and other agents (“Representatives”) to hold,

in confidence, and not use, any and all information, whether written or oral, concerning the Business and the Purchased Assets, except

to the extent that a Restricted Party can show that such information: (a) is generally available to and known by the public through no

fault of the Restricted Parties, any of their respective Affiliates, or their respective Representatives; or (b) is lawfully acquired

by a Restricted Party, any of its Affiliates, or their respective Representatives from and after the Closing from sources which are not

prohibited from disclosing such information by a legal, contractual, or fiduciary obligation. If a Restricted Party or any of its Affiliates

or their respective Representatives are compelled to disclose any information by Governmental Order or Law, such Restricted Party shall

notify Buyer in writing and shall disclose only that portion of such information which is legally required to be disclosed.

6.2 Non-Competition; Non-Solicitation.

(a) Each Restricted Party acknowledges the competitive nature of the

Business and accordingly agrees, in connection with the sale of the Purchased Assets, including the goodwill of the Business, which Buyer

considers to be a valuable asset, and in exchange for good and valuable consideration, that for a period of two (2) years commencing on

the Closing Date (the “Restricted Period”), each Restricted Party shall not, and shall not permit any of its Affiliates to,

directly or indirectly, (i) establish, own, operate, manage, control, be employed by, advise, assist, finance, or otherwise engage or

participate in, anywhere in the world (the “Territory”), any business that engages in any of the following (each, a “Competing

Business”): (1) selling or reselling GPU compute or other accelerated computing capacity; (2) providing GPU cloud or GPU-as-a-service

services; (3) sourcing or aggregating GPU capacity for resale to customers; (4) operating a GPU compute marketplace or exchange; (5) brokering

or arranging GPU compute transactions between suppliers and customers; (6) connecting customers seeking GPU compute with GPU owners, data

centers or other compute suppliers for compensation; or (7) otherwise operating a business substantially similar to the Business as conducted

by Seller as of the Closing; or (ii) cause, induce, or encourage any material actual or prospective client, customer, supplier, or licensor

of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the

Business after the Closing), or any other Person who has a material business relationship with the Business, to terminate or materially

modify any such actual or prospective relationship. Notwithstanding the foregoing, (A) a Restricted Party may own, directly or indirectly,

solely as a passive investment, securities of any Person traded on any national securities exchange if such Restricted Party is not a

controlling Person of, or a member of a group which controls, such Person, does not, directly or indirectly, own twenty percent (20%)

or more of any class of securities of such Person, and does not serve as a director, officer, employee, consultant or advisor of, or otherwise

participate in the management or operations of, such Person; and (B) nothing in this Section 6.2(a) shall prohibit a Restricted Party

from engaging in artificial intelligence, software, infrastructure-management software, AI agents, cloud-management tools, consulting,

data-center technology, or other activities that do not constitute a Competing Business, and the Retained Businesses shall not constitute

a Competing Business; provided, that no Restricted Party shall use any such activity to provide, sell, resell, broker, aggregate or facilitate

GPU compute capacity in competition with the Business as conducted by Seller as of the Closing.

(b) During the Restricted Period, each Restricted Party shall not,

and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is or was employed in the Business

during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment,

except pursuant to a general solicitation which is not directed specifically to any such employees; provided that nothing in this Section

6.2(b) shall prevent any Restricted Party or any of its Affiliates from hiring (i) any employee whose employment has been terminated by

Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been

terminated by the employee. For the avoidance of doubt, Seller’s continued employment of the Transition Employee in accordance with

Section 6.11 shall not violate this Section 6.2.

Section 6.2 may give rise to harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the

event of a breach or a threatened breach by a Restricted Party of any

such obligations, Buyer may, in addition to any and all other rights

and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining

order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction.

(d) Each Restricted Party acknowledges that the restrictions contained

in this Section 6.2 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to

Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained

in this Section 6.2 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable

Law in any jurisdiction or any Governmental Order, then any court is expressly empowered to reform such covenant in such jurisdiction

to the maximum time, geographic, product or service, or other limitations permitted by applicable Law or such Governmental Order. The

covenants contained in this Section 6.2 and each provision hereof are severable and distinct covenants and provisions. The invalidity

or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants

or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such

covenant or provision in any other jurisdiction. The covenants of Founder in this Section 6.2 and the similar covenants of Founder in

the Consulting Agreement are coextensive and not cumulative, Buyer shall not be entitled to recover more than once for the same breach,

and in the event of any inconsistency between them as applied to Founder, the covenant that is less restrictive shall control.

6.3 Public Announcements. Unless otherwise required by applicable

Law, no Party shall make any public announcements in respect of this Agreement or the transactions contemplated hereby without the prior

written consent of the other Parties (which consent shall not be unreasonably withheld or delayed), and the Parties shall cooperate as

to the timing and contents of any such announcement.

6.4 Bulk Sales Laws. The Parties hereby waive compliance

with the provisions of any bulk sales, bulk transfer, or similar Laws of any jurisdiction that may otherwise be applicable with respect

to the sale of any or all of the Purchased Assets to Buyer. Any Liabilities arising out of the failure of the Seller to comply with the

requirements and provisions of any bulk sales, bulk transfer, or similar Laws of any jurisdiction which would not otherwise constitute

Assumed Liabilities shall be treated as Excluded Liabilities.

6.5 Transfer Taxes. All sales, use, registration, and other

such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents,

if any, shall be borne equally by Seller and Buyer when due. The Parties shall cooperate in the timely filing of any Tax Return or other

document with respect to such Taxes or fees.

6.6 Further Assurances. Following the Closing, each of the

Parties shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as

may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the

other Transaction Documents.

6.7 Wrong Pockets; Shared Assets. From and after the Closing,

(a) if Seller or any of its Affiliates receives or collects any funds relating to any Purchased Asset or the operation of the Business

after the Closing, Seller shall remit such funds to Buyer within ten Business Days after its receipt thereof; (b) if Buyer receives any

funds relating to any asset of Seller or any of its Affiliates that is not a Purchased Asset, Buyer shall remit such funds to Seller within

ten Business Days after its receipt thereof; (c) if any asset, right, account, domain or repository that is a Purchased Asset or is used

primarily in, or is necessary for, the operation of the Business (including any infrastructure, cloud account or code repository) is held

by any Restricted Party or any of its Affiliates and was not transferred to Buyer at the Closing, the Parties shall cooperate reasonably

and in good faith, without further consideration, to transfer such asset to Buyer or, if such asset is also used in the Retained Businesses,

to provide Buyer with access to and use of such asset, in each case as reasonably necessary to give effect to the intent of this Agreement;

and (d) if any asset, right, account, domain or repository that is not a Purchased Asset (including any asset used solely in the Retained

Businesses) was transferred to Buyer or any of its Affiliates at the Closing, the Parties shall cooperate reasonably and in good faith,

without further consideration, to return such asset to Seller, and if any Purchased Asset was also used in the Retained Businesses prior

to the Closing, Buyer shall, for a transition period not to exceed six (6) months following the Closing, provide Seller with reasonable

access to and use of such Purchased Asset solely for the Retained Businesses. Except as provided in clause (c) above, nothing in this

Section 6.7 shall expand the definition of Purchased Assets or require Seller or any of its Affiliates to transfer, license or provide

access to any asset used solely in the Retained Businesses.

6.8 Use of Name and Marks. From and after the Closing, the

Restricted Parties shall, and shall cause their respective Affiliates and Representatives to, permanently cease all use of, and shall

not use, the name “Oblivus” (and any translations, abbreviations, acronyms, derivatives or confusingly similar variations

thereof), and any Trademarks, trade names, logos, domain names, social media accounts or handles, or other indicia of source incorporating

or associated with any of the foregoing or otherwise included in the Intellectual Property Assets.

6.9 Release. Each Restricted Party, on behalf of itself

and its Affiliates, successors, assigns, heirs, executors and personal representatives (collectively, the “Releasing Parties”),

hereby unconditionally and irrevocably waives, releases and forever discharges, to the fullest extent permitted by applicable Law, Buyer

and its Affiliates and their respective successors, assigns and Representatives (each, a “Released Party”) from any and all

claims, demands, causes of action, damages, debts, Liabilities and obligations of every kind, whether known or unknown, suspected or unsuspected,

at Law or in equity, which any Releasing Party now has, ever had or may have against any Released Party arising out of or relating to

the Business or the Purchased Assets, in each case to the extent arising from any matter, cause, event or condition existing or occurring

at or prior to the Closing; provided, however, that this Section 6.9 shall not release any rights or claims of any Releasing Party under

this Agreement or any other Transaction Document. Each Restricted Party covenants not to, and shall cause the other Releasing Parties

not to, commence or pursue any Action against any Released Party with respect to any matter released hereby.

6.10 Investment Right

(a) If, at any time during the period commencing on September 23, 2026

and ending on the date that is 60 days following the Closing Date (the “Investment Period”), Seller consummates a bona fide

equity or convertible financing with one or more third-party investors (a “Qualified Financing”), Buyer (or, at Buyer’s

election, Reliance Global Group, Inc. or any of its other Affiliates (each, a “Buyer Investor”)) shall have the right, but

not the obligation, exercisable in its sole discretion, to invest up to $500,000 in the aggregate in Seller in such Qualified Financing,

concurrently with such third-party investors, using the same form of security and on the same valuation and other economic terms as are

applicable to the other investors purchasing the same security in such Qualified Financing; provided, that the Buyer Investor shall not

be entitled to any governance or other rights granted specifically to a lead investor based upon such investor’s role or investment

amount.

(b) If Seller does not consummate a Qualified Financing prior to the

expiration of the Investment Period, then, at any time during the 60-day period following the expiration of the Investment Period, the

Buyer Investor shall have the right, but not the obligation, exercisable in its sole discretion by written notice to Seller, to invest

up to $500,000 in the aggregate in Seller pursuant to a simple agreement for future equity (a “SAFE”) with a post-money valuation

cap of $50,000,000, which SAFE shall convert in connection with Seller’s next equity financing in accordance with its terms. The

SAFE shall be substantially in the form of the then-current Y Combinator form of post-money SAFE with a post-money valuation cap (and

without any side letter, pro rata, information, governance or other special rights), with such changes as are reasonably acceptable to

the Buyer Investor and Seller, and Seller shall execute and deliver the SAFE and accept the Buyer Investor’s investment within 10

Business Days following delivery of such written notice.

notice (and in any event no later than five Business Days prior to the anticipated closing thereof) of any proposed Qualified Financing,

setting forth the material terms thereof, and shall provide the Buyer Investor with the same diligence materials and access provided to

other investors participating in such Qualified Financing, subject to customary confidentiality protections. The Buyer Investor shall

notify Seller in writing whether it elects to participate in such Qualified Financing within three Business Days after receipt of such

notice, failing which its right under Section 6.10(a) with respect to such Qualified Financing shall lapse. Any Buyer Investor that participates

shall be an “accredited investor” and shall execute the same subscription and investor documentation as the other investors

in such Qualified Financing (other than documentation specific to a lead investor).

(d) Nothing in this Section 6.10 obligates Buyer or any Buyer Investor

to make any investment in Seller. The aggregate amount that may be invested by the Buyer Investors under this Section 6.10 (whether in

a Qualified Financing or pursuant to a SAFE) shall not exceed $500,000, and the rights of the Buyer Investors hereunder are separate from,

and are not a condition to, the sale of the Purchased Assets. The sole and exclusive remedy of Buyer and the Buyer Investors for any breach

of this Section 6.10 shall be specific performance of Seller’s obligations hereunder, and no such breach shall give rise to any

claim for indemnification under ARTICLE VII or for damages. Any investment by a Buyer Investor pursuant to this Section 6.10 shall not

constitute consideration for the Purchased Assets, shall not reduce, offset or otherwise affect the

Purchase Price or any Milestone Payment, and shall not limit any right

or remedy of any Buyer Indemnitee under this Agreement. The Seller shall take all actions (including obtaining any required board, stockholder

or investor approvals or waivers) necessary to give effect to this Section 6.10. Each Buyer Investor is an express third-party beneficiary

of this Section 6.10.

6.11 Transferred Personnel

(a) Schedule 6.11 sets forth (i) Mohammed Altafur Rahman (party to

the Consulting Agreement with Seller effective as of August 6, 2025), who has agreed to enter into an employment, consulting or similar

agreement with Buyer or one of its Affiliates effective as of the Closing (the “Transferred Personnel”), and (ii) Sean Auriti

(party to the Employment Covenants Agreement with Seller dated as of September 26, 2024), who shall remain employed by Seller following

the Closing and shall provide the Transition Services in accordance with Section 6.11(d) (the “Transition Employee”). The

agreements referred to in clauses (i) and (ii) above (together with any other employment, consulting or similar agreement between Seller

and the Transferred Personnel or the Transition Employee, the “Personnel Agreements”).

(b) Effective as of the Closing, Seller shall terminate the engagement

of the Transferred Personnel and shall pay, at or prior to the Closing (or, to the extent not then determinable, when due), all wages,

fees, bonuses, commissions, expense reimbursements and other amounts earned or accrued by the Transferred Personnel through the Closing

Date, including any prorated monthly fee for the period through the Closing Date. All Liabilities of Seller or any of its Affiliates to

or in respect of any Transferred Personnel arising out of or relating to any period at or prior to the Closing, or to any Personnel Agreement

(in each case, other than Liabilities arising out of the engagement or employment of the Transferred Personnel by Buyer or its Affiliates

after the Closing or for which Buyer is responsible under this Section 6.11), are Excluded Liabilities. Buyer shall be solely responsible

for the terms of employment or engagement of the Transferred Personnel with Buyer and its Affiliates. Seller makes no representation or

warranty regarding, and shall have no Liability for, the continued employment or engagement of any Transferred Personnel by Buyer or its

Affiliates after the Closing or the performance of any Transferred Personnel for Buyer or its Affiliates.

Personnel and the Transition Employee from, any non-competition, non-solicitation, non-hire, non-recruitment or similar restriction under

any Personnel Agreement or otherwise, solely to the extent it would restrict such individual from being employed or engaged by, or performing

services for, Buyer or any of its Affiliates in the Business, and (ii) assigns to Buyer, as Purchased Assets and notwithstanding the exclusion

of Contracts from the Purchased Assets, all of Seller’s rights under each Personnel Agreement with respect to Inventions, Work Product,

Proprietary Information and Confidential Information (as such terms are defined therein), in each case solely to the extent constituting,

embodied in or relating to the Business or the Purchased Assets, including the right to enforce the assignment, license, confidentiality

and further-assurance provisions thereof solely with respect thereto. For the avoidance of doubt, Seller retains all of its rights under

each Personnel Agreement to the extent relating solely to the Retained Businesses.

(d) Transition Services. For a period of three (3) months commencing

on the Closing Date (the “Transition Period”), the Transition Employee shall remain employed by

Seller, and Seller shall cause the Transition Employee to devote one

hundred percent (100%) of his business time and efforts to assisting Buyer and its Affiliates in training Buyer’s personnel and

transitioning the Business to Buyer, in each case at the reasonable direction of Buyer (the “Transition Services”). In consideration

thereof, Buyer shall reimburse Seller $14,353.32 per month during the Transition Period (each, a “Transition Payment”), with

the first Transition Payment due at the Closing and each subsequent Transition Payment due on the first day of each calendar month thereafter

during the Transition Period (for a total of three (3) Transition Payments), in each case by wire transfer of immediately available funds

and without set-off, deduction or withholding. Seller shall remain responsible for payment of the Transition Employee’s compensation

to him and for the related withholding of payroll Taxes.

(e) Transition Period Terms. The Transition Employee shall remain an

employee of Seller for all purposes, and Seller shall retain sole responsibility for the Transition Employee’s employment relationship

with Seller; provided, that Buyer and its Affiliates shall be responsible for the day-to-day direction of the Transition Services and

shall comply with all applicable Laws in doing so. Seller shall use commercially reasonable efforts to cause the Transition Employee to

perform the Transition Services; provided, that Seller shall have no Liability for any failure to perform resulting from the death, disability,

resignation or termination for cause of the Transition Employee or from any failure of Buyer to cooperate, and in any such case the Transition

Payments shall abate on a pro rata basis for the period following such event. The Transition Services are provided “as is,”

and Seller makes no representation or warranty as to the results thereof. Buyer shall indemnify, defend and hold harmless the Seller Indemnitees

from and against all Losses arising out of any Third Party Claim to the extent arising from the direction of the Transition Employee by

Buyer or its Affiliates or the use of the Transition Services or any work product thereof, except to the extent resulting from Seller’s

gross negligence or willful misconduct. All Inventions and work product created by the Transition Employee in the course of performing

the Transition Services and relating to the Business shall be owned by Buyer, and Seller hereby assigns the same to Buyer. During the

Transition Period, Buyer shall not, without Seller’s prior written consent, solicit for employment or engagement, or hire or engage,

the Transition Employee other than through the arrangements set forth in this Section 6.11. On or before the last day of the Transition

Period, Buyer shall notify Seller in writing whether Buyer elects to offer the Transition Employee full-time employment following the

Transition Period and, if so, Buyer may make such offer effective as of the end of the Transition Period. Seller consents to any such

offer, and no such offer or resulting employment shall violate this Agreement. If Buyer elects not to make such an offer, or the Transition

Employee does not accept it, Seller shall determine in its sole discretion whether to continue its employment or other working relationship

with the Transition Employee, and Buyer shall have no obligation to Seller or the Transition Employee in respect thereof. Notwithstanding

anything to the contrary in this Agreement, Buyer’s obligations with respect to the Transition Employee and the Transition Services

are limited to the Transition Payments and the other obligations expressly set forth in this Section 6.11, and nothing in this Section

6.11 shall cause Buyer to assume, or constitute an Assumed Liability with respect to, any Liability of Seller relating to the Transition

Employee or his employment, or otherwise expand any obligation or Liability of Buyer under this Agreement.

ARTICLE VII. INDEMNIFICATION

7.1 Survival. Subject to the limitations and other provisions

of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect

until the date that is twelve (12) months from the Closing Date; provided, that (a) the Fundamental Representations and the representations

and warranties contained in Section 5.1 (Organization of Buyer), Section 5.2 (Authority of Buyer) and Section 5.3 (No Conflicts or Consents)

shall survive for six (6) years from the Closing Date, (b) the representations and warranties in Section 4.12 (Taxes) shall survive for

the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days,

and (c) the representations and warranties in Section 4.13 (Intellectual Property) shall survive until the date that is two (2) years

from the Closing Date. All covenants and agreements of the Parties contained herein shall survive the Closing in accordance with their

respective terms (and, if no period is specified therein and such covenant or agreement is to be performed at or prior to the Closing,

for twelve (12) months following the Closing Date). Notwithstanding the foregoing, (i) any claim based upon, arising out of, with respect

to or by reason of Fraud shall survive the Closing indefinitely and may be asserted at any time, regardless of the survival period otherwise

applicable to the underlying representation, warranty, covenant or agreement, and (ii) any claims asserted in good faith with reasonable

specificity (to the extent known at such time) and in writing by the non- breaching Party or Parties to the breaching Party or Parties

prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation,

warranty, covenant or agreement, and such claims shall survive until finally resolved.

7.2 Indemnification by Seller. Subject to the other terms

and conditions of this ARTICLE VII (including the limitations set forth in Section 7.8), Seller shall indemnify and defend each of Buyer

and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each

of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed

upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties

of Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of

the Seller pursuant to this Agreement;

(b) any breach or non-fulfillment of any covenant, agreement or obligation

to be performed by Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or

on behalf of Seller pursuant to this Agreement;

(d) any Third Party Claim based upon, resulting from or arising out

of the operation of the Business by Seller prior to the Closing, to the extent constituting an Excluded Liability; and/or

(e) any Fraud of Seller.

7.3 Indemnification by Buyer. Subject to the other terms

and conditions of this ARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates (including Founder) and their respective

Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and

shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon,

arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties

of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement;

(b) any breach or non-fulfillment of any covenant, agreement or obligation

to be performed by Buyer pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or

on behalf of Buyer pursuant to this Agreement;

. (d) the ownership or operation of the Business or the Purchased Assets

by Buyer or its Affiliates from and after the Closing, except to the extent Seller is obligated to indemnify the Buyer Indemnitees therefor

under Section 7.2.

7.4 Indemnification Procedures. Any Party making a claim

under this ARTICLE VII is referred to as the “Indemnified Party”, and any Party against whom such claims are asserted under

this ARTICLE VII is referred to as the “Indemnifying Party”.

(a) Third Party Claims. If any Indemnified Party receives notice of

the assertion or commencement of any Action made or brought by any Person who is not a Party or an Affiliate of a Party or a Representative

of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated

to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice

thereof, but in any event not later than 45 calendar days after receipt of such notice of such Third Party Claim. Notwithstanding the

foregoing, the failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations,

except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified

Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall

indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The

Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party within 15 calendar days

of receipt of notice of a Third Party Claim, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense

and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided,

that the Indemnifying Party may assume such defense only if, in such written notice, the Indemnifying Party (1) unconditionally acknowledges

in writing its obligation to indemnify the Indemnified Party for all Losses arising out of such Third Party Claim, and (2) provides the

Indemnified Party with evidence reasonably

acceptable to the Indemnified Party that the Indemnifying Party has

the financial resources to defend against such Third Party Claim and to satisfy its indemnification obligations hereunder; provided, further,

that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to assume, defend or direct the defense of

any such Third Party Claim that (t) is asserted directly by or on behalf of a Person that is a supplier or customer of Buyer or its Affiliates,

(u) seeks an injunction or other equitable relief against the Indemnified Party, (v) involves a criminal or quasi-criminal Action or allegation,

(w) is asserted by or involves any Governmental Authority, (x) relates to Taxes or to any actual or alleged violation of any Law relating

to privacy, data protection, data security or data breach notification, (y) relates to Losses that, together with all other pending Third

Party Claims, would reasonably be expected to exceed the applicable limitation on recovery by the Buyer Indemnitees under Section 7.8,

or (z) the Indemnified Party determines in good faith could reasonably be expected to materially and adversely affect the Indemnified

Party or its Affiliates other than as a result of monetary damages. In the event that the Indemnifying Party assumes the defense of any

Third Party Claim, subject to Section 7.4(b), it shall have the right to take such action as it deems reasonably necessary to avoid, dispute,

defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The

Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the

Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of

the Indemnified Party; provided, that, if, in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses

available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists

a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be

liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines

counsel is required. If the Indemnifying Party elects not to compromise or timely defend such Third Party Claim, fails to promptly notify

the Indemnified Party in writing of its election to defend as provided in this Agreement, is not entitled to assume such defense pursuant

to the foregoing provisos, or fails to diligently prosecute the defense of such Third Party Claim (or ceases to actively and diligently

conduct such defense, in which case it shall lose any previously acquired right to control such defense), the Indemnified Party may, subject

to Section 7.4(b), pay, compromise, and/or defend such Third Party Claim on behalf of and for the account and risk of the Indemnifying

Party and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim, including the fees,

costs and expenses incurred by the Indemnified Party in undertaking such defense or other actions. The Seller and Buyer shall cooperate

with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject

to the provisions of Section 6.1) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement

of actual out-of-pocket expenses) to the defending Party, management employees of the non-defending Party as may be reasonably necessary

for the preparation of the defense of such Third Party Claim.

(b) Settlement of Third Party Claims. Notwithstanding any other provision

of this Agreement, the Indemnifying Party shall not enter into a settlement of any Third Party Claim without the prior written consent

of the Indemnified Party, except as provided in this Section 7.4(b). If a firm offer is made to settle a Third Party Claim without leading

to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form,

for the unconditional release of each Indemnified Party from all liabilities and

obligations in connection with such Third Party Claim and the Indemnifying

Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party.

If the Indemnified Party fails to consent to such firm offer within 10 days after its receipt of such notice, the Indemnified Party may

continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third

Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also

fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in

such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 7.4(a), it shall

not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or

delayed).

a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving

the Indemnifying Party reasonably prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve

the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or

defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include

copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has

been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond

in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate

the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of

the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance

(including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or

records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond

within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall

be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

7.5 Payments. Once a Loss is agreed to by the Indemnifying

Party or finally adjudicated to be payable pursuant to this ARTICLE VII, the Indemnifying Party shall satisfy its obligations within 15

Business Days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds. The Parties agree

that, should an Indemnifying Party not make full payment of any such obligations within such 15 Business Day period, any amount payable

shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and

including the date such payment has been made at a rate per annum equal to five percent (5%). Such interest shall be calculated daily

on the basis of a 365-day year and the actual number of days elapsed.

7.6 Tax Treatment of Indemnification Payments. All indemnification

payments made under this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise

required by Law.

7.7 Effect of Investigation. No Buyer Indemnitee shall be

entitled to indemnification under this ARTICLE VII for any inaccuracy in or breach of any representation or warranty of Seller (or any

Losses arising therefrom) to the extent Buyer or any of its Representatives had knowledge thereof prior to the Closing, including as a

result of Buyer’s due diligence investigation of the Business or any information made available to Buyer or its Representatives.

7.8 Limitations on Indemnification. Notwithstanding anything

to the contrary in this Agreement or any other Transaction Document, the following limitations shall apply to the indemnification obligations

and other liabilities of Seller and Founder under this Agreement (including under this ARTICLE VII).

(a) De Minimis Claims. Seller shall not be liable under Section 7.2(a)

for any individual claim, or series of related claims arising out of the same facts or circumstances, unless the Losses resulting therefrom

exceed $10,000 (the “De Minimis Amount”), and Losses that do not exceed the De Minimis Amount shall not be counted toward

the Basket.

(b) Basket. Seller shall not be liable under Section 7.2(a) unless

and until the aggregate amount of all Losses for which indemnification is available thereunder exceeds $30,000 (the “Basket”),

in which event Seller shall be liable for all such Losses from the first dollar.

7.2(a), other than in respect of the Fundamental Representations or Fraud, shall not exceed $375,000 (the “General Cap”).

(d) Overall Cap. The maximum aggregate liability of Seller and Founder,

collectively, for all Losses under this ARTICLE VII (including in respect of the Fundamental Representations, the Excluded Liabilities

and any breach of covenant, but excluding Fraud) shall not exceed the portion of the Purchase Price actually paid to Seller (including

any Milestone Payment actually paid, but excluding any amount deposited with the Escrow Agent and released to Buyer) (the “Overall

Cap”). Amounts paid in respect of the General Cap shall count toward the Overall Cap.

(e) Non-Recourse. All claims arising under or relating to this Agreement

may be made only against Seller, except as provided in this Section 7.8(e). No equityholder, director, officer, employee, Affiliate or

Representative of Seller (including Founder) shall have any liability to any Buyer Indemnitee under or in connection with this Agreement,

any other Transaction Document or the Transactions, whether in contract, tort or otherwise, except (i) Founder’s obligations under

Section 4.21 (Limited Representations of Founder), Section 6.2 (Non- Competition; Non-Solicitation), Section 6.8 (Use of Name and Marks)

and Section 6.9 (Release) and under the Consulting Agreement, in each case in accordance with their respective terms, and (ii) such Person’s

own Fraud. Notwithstanding anything to the contrary in this Agreement, (x) any claim against Founder arising out of or relating to Section

4.21 (Limited Representations of Founder) shall be subject to the survival periods and limitations set forth in Section 7.1 and Sections

7.8(a), (b), (c) and (f), and (y) the aggregate liability of Founder for all claims arising out of or relating to this Agreement and the

Transactions (other than Founder’s own Fraud and Founder’s obligations under the Consulting Agreement, which shall be governed

by its terms) shall not exceed the portion of the Purchase Price actually received by Founder (whether directly or by

distribution from Seller), and in no event shall the aggregate liability

of Seller and Founder, collectively, exceed the Overall Cap.

(f) Certain Damages. Seller shall not be liable for, and “Losses”

shall not include, any punitive, exemplary, special, indirect, consequential or incidental damages, lost profits, diminution in value

or loss of business opportunity, or damages calculated by reference to any multiple of revenue, earnings or any other metric, except in

the case of Fraud or to the extent actually awarded to a third party in respect of a Third Party Claim.

7.9 Exclusive Remedy. From and after the Closing, the indemnification

provisions of this ARTICLE VII shall be the sole and exclusive remedy of the Parties and their respective Affiliates and Representatives

(including the Buyer Indemnitees and the Seller Indemnitees) for any and all claims, whether in contract, tort, under statute or otherwise,

arising out of or relating to this Agreement, the Business, the Purchased Assets or the Transactions, including any breach of any representation,

warranty, covenant or agreement contained herein; provided, that nothing in this Section 7.9 shall limit (a) any Person’s right

to seek specific performance or injunctive relief under Section 8.10 with respect to covenants to be performed after the Closing, (b)

the determination of the Milestone Payments in accordance with Section 2.6, or (c) any claim for Fraud.

7.10 Mitigation; Insurance; No Double Recovery. Each Buyer

Indemnitee shall use commercially reasonable efforts to mitigate any Loss for which indemnification may be sought under this ARTICLE VII.

The amount of any Loss for which indemnification is provided shall be reduced by any insurance proceeds, indemnity, contribution or other

amounts actually recovered by the Buyer Indemnitees from third parties (net of any costs of recovery, deductibles and resulting premium

increases), and the Buyer Indemnitees shall use commercially reasonable efforts to pursue such recoveries. No Buyer Indemnitee shall be

entitled to recover more than once for the same Loss, and Seller shall have no liability for any Loss to the extent such Loss relates

to an Assumed Liability or was taken into account in determining the Purchase Price.

7.11 No Set-Off; Escrow. Buyer shall not be entitled to

withhold, set off or recoup any Losses or other amounts claimed under this ARTICLE VII or otherwise against the Milestone Payments, the

First Milestone Payment held by the Escrow Agent, any amount payable under the Consulting Agreement, any amount payable in connection

with any investment contemplated by Section 6.10, or any other amount owing to Seller or Founder under any Transaction Document. The Escrow

Agreement shall provide that the funds held thereunder are held solely in respect of the First Milestone Payment and shall not be available

to satisfy any claim for indemnification under this ARTICLE VII.

7.12 No Other Representations; Non-Reliance. Except for

the representations and warranties expressly set forth in ARTICLE IV (as qualified by the Schedules) and in any certificate delivered

by Seller at the Closing, neither Seller nor any other Person makes, and Buyer expressly disclaims reliance on, any representation or

warranty, express or implied, at law or in equity, with respect to Seller, the Business, the Purchased Assets or the Transactions, including

as to the accuracy or completeness of any projections, forecasts, estimates, financial information, memoranda, data room materials or

other information (including information furnished in connection with Buyer’s due diligence) provided or made available to Buyer

or its Representatives,

or as to the future revenue or results of the Business (including the

Revenue to be achieved during any Milestone Period).

ARTICLE VIII. MISCELLANEOUS

8.1 Expenses. Except as otherwise expressly provided herein,

all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred

in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

8.2 Notices. All notices, requests, consents, claims, demands,

waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with

written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested);

(c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient,

and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third (3rd) day after the date mailed,

by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties

at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section

8.2):

If to Seller: Skyportal Inc. 407 N. Maple Drive, Ground Floor Beverly

Hills, California 90210 E-mail: matt@skyportal.ai Attention: Matt Antoun

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

Foundation Law Group LLP 4100 W. Alameda Street, 3rd Floor Burbank,

CA 91505 E-mail: armen@foundationlaw.com Attention: Armen S. Martin, Esq.

If to Buyer: GPU Exchange Corp. c/o Reliance Global Group, Inc. 300

Blvd. of the Americas, Suite 105, Lakewood, NJ 08701 E-mail: jkorman@relianceglobalgroup.com Attention: Judah Korman

with a copy to: Duane Morris LLP 201 S. Biscayne Boulevard, Suite 3400

Miami, FL 33131-4325

E-mail: SRutenberg@duanemorris.com Attention: Stephen Rutenberg

8.3 Interpretation; Headings. For purposes of this Agreement,

unless the context otherwise requires, (a) the words “include,” “includes” and “including” shall be

deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words

“herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement

as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Schedules and Exhibits mean the Articles

and Sections of, and the Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document mean such

agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions

thereof; and (z) to any Law means such Law as amended from time to time and includes any successor legislation thereto and any regulations

promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation

against the Party drafting an instrument or causing any instrument to be drafted. The Schedules and Exhibits referred to herein shall

be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. The headings

in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

8.4 Severability. If any term or provision of this Agreement

is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term

or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination

that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement

so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions

contemplated hereby be consummated as originally contemplated to the greatest extent possible.

8.5 Entire Agreement. This Agreement and the other Transaction

Documents constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and

supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In

the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, Exhibits

and Schedules (other than an exception to a representation expressly set forth as such in the Schedules), the statements in the body of

this Agreement will control.

8.6 Successors and Assigns. This Agreement shall be binding

upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign its rights

or obligations hereunder without the prior written consent of the other Parties, which consent shall not be unreasonably withheld or delayed;

provided, however, that Buyer may, without the consent of Seller, assign all or any portion of its rights under this Agreement to Reliance

Global Group, Inc. or any of its direct or indirect subsidiaries, so long as no obligations of Buyer hereunder are transferred to such

assignee. No assignment shall relieve the assigning Party of any of its obligations hereunder.

8.7 No Third-Party Beneficiaries. Except as provided in

ARTICLE VII and Section 6.10, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns

and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit

or remedy of any nature whatsoever under or by reason of this Agreement.

8.8 Amendment and Modification; Waiver. This Agreement may

only be amended, modified or supplemented by an agreement in writing signed by each Party. No waiver by any Party of any of the provisions

hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate

or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a

similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any

right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single

or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise

of any other right, remedy, power or privilege.

8.9 Governing Law; Submission to Jurisdiction; Waiver of

Jury Trial.

(a) This Agreement shall be governed by and construed in accordance

with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the

State of Delaware or any other jurisdiction).

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON

THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE INSTITUTED IN THE FEDERAL

COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF DELAWARE IN EACH CASE LOCATED IN THE CITY OF WILMINGTON AND COUNTY

OF NEW CASTLE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE

OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION

TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY

SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PREVAILING

PARTY OF ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS

CONTEMPLATED HEREBY OR THEREBY SHALL BE ENTITLED TO RECOVER REASONABLE ATTORNEYS’ FEES IN CONNECTION WITH SUCH LEGAL SUIT, ACTION

OR PROCEEDING.

ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND

DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY

WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER

TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT

(A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE

FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS

WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS

IN THIS SECTION 8.9(c).

8.10 Specific Performance. The Parties agree that irreparable

damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall

be entitled to specific performance of the terms hereof and other equitable relief, without proof of actual damages and without any requirement

to post a bond or other security, in addition to any other remedy to which they are entitled at law or in equity.

8.11 Counterparts. This Agreement may be executed in counterparts,

each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of

this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect

as delivery of an original signed copy of this Agreement.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly

executed as of the date first written above.

SELLER:

SKYPORTAL INC.

Name:

Matthew Antoun

Title:

Chief Executive Officer

FOUNDER (solely for the limited purposes set forth in the preamble):

____________________________

Matthew Antoun

BUYER:

GPU EXCHANGE CORP.

Name:

Title:

EXHIBIT A DEFINITIONS

“Action” means any claim, action, cause of action, demand,

lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any

nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Affiliate” of a Person means any other Person that directly

or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term

“control” (including the terms “controlled by” and “under common control with”) means the possession,

directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the

ownership of voting securities, by contract or otherwise. For purposes of Section 4.21 (Limited Representations of Founder), Section 6.1

(Confidentiality), Section 6.2 (Non-Competition; Non-Solicitation), Section 6.8 (Use of Name and Marks) and Section 6.9 (Release), the

Affiliates of Founder shall include Seller and any other Person in controlled by Founder or for which Founder serves as a director, officer,

manager, employee, consultant or advisor.

“Business Day” means any day except Saturday, Sunday or

any other day on which commercial banks located in New York, New York are authorized or required by Law to be closed for business.

“Business IT Systems” means all Software, computer hardware,

servers, networks, platforms, peripherals, and similar or related items of automated, computerized, or other information technology (IT)

networks and systems (including telecommunications networks and systems for voice, data, and video) owned, leased, licensed, or used (including

through cloud- based or other third-party service providers) in the conduct of the Business.

“Contracts” means all contracts, leases, deeds, mortgages,

licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally

binding arrangements, whether written or oral, to which Seller is a party, or by which Seller, the Business or the Purchased Assets are

bound.

“Dollars” or “$” means the lawful currency

of the United States.

“Escrow Agent” means Acquiom Clearninghouse LLC, a mutually

acceptable independent third-party escrow agent, or any successor escrow agent appointed in accordance with the Escrow Agreement.

“Escrow Agreement” means the escrow agreement entered into

in connection with the Closing by and among Buyer, Seller and the Escrow Agent, pursuant to which the Escrow Agent will hold and disburse

the amount deposited pursuant to Section 2.5(b)(ii) in accordance with this Agreement. The fees and expenses of the Escrow Agent shall

be borne equally by Buyer and Seller.

“Fraud” means actual and intentional fraud by Seller or

Founder with respect to the making of the representations and warranties expressly set forth in ARTICLE IV and Section 4.21 (in each case

as qualified by the Schedules), which shall be deemed to exist if such Person made

such representation or warranty with actual knowledge of its falsity

with the intention of inducing Buyer to rely thereon, and upon which Buyer relied, but excluding constructive fraud and negligent misrepresentation.

For purposes of this definition, the knowledge of Founder and of any director or officer of Seller shall be imputed to Seller solely for

purposes of determining whether Seller committed Fraud, and Founder shall not be liable for any Fraud of Seller or any other Person unless

Founder personally committed such Fraud with actual knowledge that such representation or warranty was false when made. The limitations

in clauses (a) through (d) and (f) of Section 7.8 shall not apply to Fraud.

“Fundamental Representations” means the representations

and warranties set forth in Section 4.1 (Organization and Qualification of Seller), Section 4.2 (Authority of Seller) and Section 4.3

(Enforceability).

“Governmental Authority” means any federal, state, local

or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision,

or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that

the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent

jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction,

decree, stipulation, determination or award entered by or with any Governmental Authority.

“Intellectual Property” means any and all rights in, arising

out of, or associated with any of the following in any jurisdiction throughout the world: (a) issued patents and patent applications (whether

provisional or non-provisional), including divisionals, continuations, continuations-in- part, substitutions, reissues, reexaminations,

extensions, or restorations of any of the foregoing, and other Governmental Authority-issued indicia of invention ownership (including

certificates of invention, petty patents, and patent utility models) (“Patents”); (b) trademarks, service marks, brands, certification

marks, logos, trade dress, trade names, and other similar indicia of source or origin, together with the goodwill connected with the use

of and symbolized by, and all registrations, applications for registration, and renewals of, any of the foregoing (“Trademarks”);

(c) copyrights and works of authorship, whether or not copyrightable, and all registrations, applications for registration, and renewals

of any of the foregoing (“Copyrights”); (d) internet domain names and social media account or user names (including “handles”),

whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and

data thereon or relating thereto, whether or not Copyrights; (e) trade secrets, know-how, inventions (whether or not patentable), discoveries,

improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes,

techniques, and other confidential and proprietary information and all rights therein (“Trade Secrets”); (f) computer programs,

operating systems, applications, firmware and other code, including all source code, object code, application programming interfaces,

data files, databases, protocols, specifications, and other documentation thereof (“Software”); (g) rights of publicity; and

(h) all other intellectual or industrial property and proprietary rights.

“Intellectual Property Agreements” means all licenses,

sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions, domain

name registration agreements, terms of service and other Contracts, whether written or oral, relating to Intellectual Property that is

used or held for use in the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.

“Intellectual Property Assets” means all Intellectual Property

that is owned by Seller and used or held for use in the conduct of the Business as currently conducted, together with all (i) royalties,

fees, income, payments, and other proceeds now or hereafter due or payable to Seller with respect to such Intellectual Property; and (ii)

claims and causes of action with respect to such Intellectual Property, whether accruing before, on, or after the date hereof, including

all rights to and claims for damages, restitution, and injunctive and other legal or equitable relief for past, present, or future infringement,

misappropriation, or other violation thereof.

“Intellectual Property Registrations” means all Intellectual

Property Assets that are subject to any issuance, registration, or application by or with any Governmental Authority or authorized private

registrar in any jurisdiction, including issued Patents, registered Trademarks, domain names and Copyrights, and pending applications

for any of the foregoing.

“Law” means any statute, law, ordinance, regulation, rule,

code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Liabilities” means 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.

“Licensed Intellectual Property” means all Intellectual

Property in which Seller holds any rights or interests granted by other Persons, including any of Seller’s Affiliates, that is used

or held for use in the conduct of the Business as currently conducted.

“Losses” means losses, damages, liabilities, deficiencies,

Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees

and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however,

that “Losses” shall not include punitive, exemplary, special, indirect, consequential or incidental damages, lost profits,

diminution in value or loss of business opportunity, or damages calculated by reference to any multiple of revenue, earnings or any other

metric, except in the case of Fraud or to the extent actually awarded to a third party in respect of a Third Party Claim.

“Material Adverse Effect” means any event, occurrence,

fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to

(a) the business, results of operations, condition (financial or otherwise) or assets of the Business, or (b) the value of the Purchased

Assets; provided, that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining

whether there has been, a Material Adverse Effect: (i) any adverse change, event, development, or effect arising from or relating to general

business or economic conditions, (ii) conditions generally affecting the industry in which the Business operates, (iii) any changes in

financial, banking, or securities

markets generally, (iv) any changes in applicable Law or accounting

rules or principles, (v) any natural or man-made disaster, acts of war, terrorism, or pandemics, or (vi) the announcement, pendency, or

completion of the transactions contemplated by this Agreement, except in the case of clauses (i) through (v), to the extent such changes

disproportionately affect the Business relative to similarly situated businesses in the same industry.

“Person” means an individual, corporation, partnership,

joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Schedules” means the disclosure schedules to this Agreement

delivered by Seller concurrently with the execution and delivery of this Agreement, and the other Schedules to this Agreement, as contemplated

herein.

“Seller’s Knowledge” or any other similar knowledge

qualification, means the actual knowledge of Founder or any director or officer of Seller, after reasonable inquiry of the employees of

Seller having primary responsibility for the matter in question.

“Tax” or “Taxes” means (i) all federal, state,

local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, documentary, 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, escheat, unclaimed property, abandoned property,

customs, duties or other taxes, fees, assessments or charges of any kind whatsoever in the nature of a tax (whether or not disputed),

together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties and

(ii) any liability for the payment of any amounts of the type described in clause (i) of this definition as a result of being a member

of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement,

arrangement or understanding, or as a result of being liable for another Person’s taxes as a transferee or successor, by Contract,

or otherwise.

“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 Documents” means this Agreement, the Escrow

Agreement, the Bill of Sale and Assignment, the Consulting Agreement, the IP Assignment Agreement and the other agreements, certificates,

instruments and documents required to be delivered pursuant to this Agreement in connection with the Closing.

“Transactions” means the transactions contemplated by this

Agreement and the other Transaction Documents.

“WARN Act” means the federal Worker Adjustment and Retraining

Notification Act of 1988, as amended, and the regulations promulgated thereunder.

SCHEDULE 6.11

TRANSFERRED PERSONNEL; TRANSITION EMPLOYEE;

AND PERSONNEL AGREEMENTS

Transition Employee – Sean Auriti (employee); Buyer to reimburse

Seller $14,353.32 per month for three (3) months). Employment Covenants Agreement, dated as of September 26, 2024, between Skyportal Inc.

and Sean Auriti.

Transferred Personnel – Mohammed Altafur Rahman (independent

contractor). Consulting Agreement, effective as of August 6, 2025, between Skyportal Inc. and Mohammed Altafur Rahman, including Exhibit

A (Services; Compensation) thereto.

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit 10.1

CONSULTING

AGREEMENT

This

Consulting Agreement (the “Agreement”) is made and entered into as of November 3, 2026 by and between GPU Exchange Corp (“Company”)

and Matthew Antoun (“Consultant”) (the Company and Consultant collectively referred to as “Parties” and each

a “Party”), and, solely for purposes of Section 4(b), Reliance Global Group, Inc. (“Reliance”).

WHEREAS,

pursuant to an Asset Purchase Agreement dated as of the date hereof by and among Skyportal, Inc., Consultant, as the Founder, and the

Company (the “Asset Purchase Agreement”), Skyportal, Inc. is selling to the Company the assets of its Oblivus business, which

facilitates access to cloud computing resources, including GPU computing capacity (the “Business”), and the transactions

contemplated thereby (the “Transaction”); and

WHEREAS,

following the closing of the Transaction, the Parties desire that Consultant provide consulting services to the Company as an independent

contractor to assist with the transition and growth of the Business, on the terms set forth in this Agreement; and

WHEREAS,

Consultant agrees that this Agreement will be null and void and of no further effect in the event that the Transaction does not close.

NOW

THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound, the Company and

Consultant agree as follows:

Term and Termination.

(a)

Subject to Section 1(b), this Agreement shall commence on the date of the closing of the Transaction (the “Effective Date”)

and continue for twelve (12) months (such period, as it may be extended or earlier terminated, the “Term”), at which time

this Agreement shall terminate unless the Parties agree in writing to extend the term of this Agreement.

(b)

Termination by the Company. The Company may terminate this Agreement and the consulting relationship (i) without Cause, upon five (5)

days’ written notice to Consultant, subject to the payment obligations in Section 1(c); or (ii) for Cause, immediately upon written

notice to Consultant, subject to the applicable cure period below. For purposes of this Agreement, “Cause” means (A) Consultant’s

fraud, embezzlement, misappropriation, willful misconduct or gross negligence in connection with the Company or the Business; (B) Consultant’s

willful and intentional conduct that Consultant knew, or reasonably should have known, would cause, and that does cause, material and

demonstrable economic harm to the Company; (C) Consultant’s material breach of this Agreement or of the APA Covenants (as defined

in Section 13(a)); or (D) Consultant’s repeated and willful failure or refusal to make himself reasonably available to perform

the services under this Agreement in response to the Company’s reasonable

written

requests; provided that, if the breach or failure is capable of cure, Cause shall exist only if Consultant fails to cure it within fifteen

(15) days after receiving written notice from the Company describing the breach or failure. This notice and cure requirement also applies

to any curable breach described in Section 13. For the avoidance of doubt, Consultant’s limiting his cooperation under Section

3 of Exhibit A to the extent provided in that Section shall not constitute a breach of this Agreement or Cause.

(c)

Effect of Termination. (i) Upon expiration or termination of this Agreement, Consultant’s obligation to provide services shall

end. The Company shall pay Consultant all earned but unpaid fees through that date, prorated for any partial month, together with any

unreimbursed expenses payable under Section 6. (ii) If the Company terminates this Agreement under Section 1(b)(i) (including any purported

termination for Cause where Cause does not exist or the notice and cure requirements of Section 1(b) have not been satisfied), the Company

shall also pay Consultant, in a lump sum, the unpaid balance of the $250,000 aggregate consulting fees specified in Section 4(a), less

any accrued fees payable under Section 1(c)(i) (the “Termination Payment”). The Termination Payment compensates Consultant

for the remainder of the original twelve-month consulting period, and Consultant shall not be required to provide further services to

receive it. (iii) The Company shall pay the Termination Payment within fifteen (15) days after the date of termination, without set-off

or deduction, and the Termination Payment shall not be conditioned upon, or delayed pending, the execution of any release, waiver or

other instrument. (iv) Except as provided above, no additional fees under Section 4(a) shall be payable following termination. Consultant’s

rights to Stock Grants and Deal Bonuses shall be governed by Sections 4(b) and 4(c), respectively. (v) Expiration or termination shall

not affect Consultant’s obligations under Sections 11, 12, 13 and 14, which shall survive in accordance with their terms.

Independent Contractor Status.

(a)

It is understood and agreed that all services which Consultant performs for the Company shall be as an independent contractor and not

as an employee. Nothing herein shall be deemed to create an employer-employee relationship between the Company and Consultant.

(b)

Consultant acknowledges that he will not be treated as an employee of the Company for purposes of employment taxes, federal and state

income tax withholding, social security taxes, city and county taxes, employee benefit provisions, workers’ compensation and state

and federal unemployment compensation. Consultant is solely responsible for the payment of federal self-employment and all other federal,

state and local taxes and agrees to defend, indemnify and hold harmless the Company for his non- payment of such taxes on a timely basis.

No Binding Authority. Consultant agrees and understands that Consultant has no authority and shall not hold himself out as having any

authority to make any contract or representation or to assume, create, or incur any obligation or liability of any kind, express or implied,

on behalf of the Company.

Compensation.

(a)

In consideration of the services performed pursuant to this Agreement, Consultant shall be paid aggregate fees of Two Hundred Fifty Thousand

Dollars ($250,000), payable during the Term in monthly installments of Twenty Thousand Eight Hundred and Thirty-Three and 33/100 dollars

($20,833.33) for each of the first eleven months of the services performed pursuant to this Agreement and a final installment of Twenty

Thousand Eight Hundred and Thirty-Three and 37/100 dollars ($20,833.37) for the twelfth month of the services performed pursuant to this

Agreement.

(b)

Stock Grants. Subject to approval by the Board of Directors of Reliance, compliance with applicable securities laws and the rules of

The Nasdaq Stock Market (“Nasdaq”), and, except with respect to the Stock Grant in clause (i) below and as provided in the

last paragraph of this Section 4(b), this Agreement remaining in effect on the applicable Achievement Date (as defined below), Reliance

shall issue to Consultant shares of Reliance’s common stock (“Common Stock”) having the following aggregate dollar

values (each, a “Stock Grant”):

(i)

$50,000, to be issued within thirty (30) days after the Effective Date, with the number of shares determined by dividing $50,000 by the

average closing price of the Common Stock on Nasdaq for the three (3) consecutive trading days ending on (and including) the Effective

Date (or, if the Effective Date is not a trading day, the immediately preceding trading day);

(ii)

$100,000, upon the closing price of the Common Stock equaling or exceeding $5.00 per share;

(iii)

$200,000, upon the closing price of the Common Stock equaling or exceeding $7.00 per share; and

(iv)

$250,000, upon the closing price of the Common Stock equaling or exceeding $10.00 per share.

price threshold in clauses (ii) through (iv) shall be achieved only if the closing price of the Common Stock on Nasdaq equals or exceeds

such threshold for three (3) consecutive trading days (the last such day, the “Achievement Date”), and the number of shares

issuable for such Stock Grant shall be determined by dividing the applicable dollar value by the average closing price of the Common

Stock for such three (3) consecutive trading days. Reliance shall issue each Stock Grant in clauses (ii) through (iv) within thirty (30)

days after the applicable Achievement Date, and each such Stock Grant may be earned only once.

The

price thresholds and share calculations shall be equitably adjusted for any stock split, reverse stock split, stock dividend, recapitalization

or similar event, and no fractional shares shall be issued (with any fraction rounded down to the nearest whole share).

All

shares issued under this Section 4(b) shall be restricted securities, and the shares issued in each Stock Grant may not be sold, transferred,

pledged or otherwise disposed of until the first anniversary of the date on which such shares are issued, and thereafter only in compliance

with applicable securities laws.

Stock Grant in clauses (ii) through (iv) shall be earned or issued after the expiration or termination of this Agreement, other than

a Stock Grant whose Achievement Date occurred before such expiration or termination; provided, however, that if the Company terminates

this Agreement without Cause, Consultant shall remain entitled to any Stock Grant in clauses (ii) through (iv) whose Achievement Date

occurs on or before the date on which the Term would have expired had this Agreement continued for the full twelve (12) month period

described in Section 1(a). The Stock Grant in clause (i) shall not be affected by any expiration or termination of this Agreement.

(c)

Deal Bonus. If, during the Term, Consultant introduces to the Company a customer, supplier or other counterparty that was not an existing

customer, supplier or counterparty of the Company or the Business, and the Company, in its sole discretion, enters into a written agreement

with such counterparty during the Term or within twelve (12) months thereafter (a “Qualified Deal”), the Company shall pay

Consultant a bonus equal to 5% of the gross profit actually received by the Company under such Qualified Deal during the twelve (12)

months following its execution (the “Deal Bonus”). Any Deal Bonus shall be payable within thirty (30) days after the Company’s

receipt of the applicable amounts. Consultant shall not be entitled to any Deal Bonus following termination of this Agreement by the

Company for Cause based on Consultant’s willful misconduct. If the Company terminates this Agreement without Cause, Consultant

shall remain entitled to any Deal Bonus as if this Agreement had continued for the full Term. The Company shall have no obligation to

enter into any Qualified Deal, and the Company’s good faith determination of whether a transaction constitutes a Qualified Deal

and the amount of any Deal Bonus shall be final and binding.

(d)

In order to receive payment of the fees set forth in Section 4(a), Consultant shall submit an invoice to the Company on the first day

of each month which reflects a detailed description of the services provided by Consultant during the prior month.

(e)

CONSULTANT AGREES AND UNDERSTANDS THAT CONSULTANT IS NOT ENTITLED TO AND HAS NOT BEEN PROMISED ANY COMPENSATION, BENEFITS, EQUITY OR

PAYMENTS OF ANY KIND THAT ARE NOT SPECIFICALLY STATED IN THIS AGREEMENT. ANY REPRESENTATIONS OR PROMISES REGARDING COMPENSATION, BENEFITS,

EQUITY OR ANY MODIFICATION OF THIS AGREEMENT MUST BE IN A WRITING SIGNED BY THE PARTIES OR THEY SHALL NOT BE BINDING. CONSULTANT SHALL

NOT BE ENTITLED TO ANY OTHER COMPENSATION, EQUITY OR BENEFITS.

W-9. Consultant shall provide to the Company a fully completed IRS Form W-9 prior to the Company’s first payment to Consultant.

Consultant shall not be paid in the absence of such W-9.

Expenses. Consultant shall be responsible for any and all expenses incurred in connection with consulting services rendered pursuant

to this Agreement and shall not be reimbursed by the Company for any expenses incurred; provided, however, that the Company shall reimburse

Consultant for travel-related expenses (i.e. airfare, lodging, rental cars, meals) incurred by Consultant, but only upon prior written

approval from the Company and subject to Consultant’s provision of appropriate expense documentation.

No Benefits. Consultant shall not be eligible for any Company-paid benefits, including, but not limited to, medical, disability or other

insurance, vacation, holiday or sick pay, or any other compensation or consideration commonly known as fringe benefits.

Hours and Method of Work. Consultant shall perform the services described in the Statement of Work attached hereto as Exhibit A, which

is incorporated herein by reference. The Company will not establish hours or days of work for Consultant. Consultant is responsible for

completing the services set forth in this Agreement in accordance with any deadlines that may apply to such services, as requested by

the Company’s President. The Company will not control the manner and method by which the Consultant renders services pursuant to

this Agreement. In particular, and by way of example only, Consultant shall control the manner, method and sequence that the services

set forth herein are performed.

Training. It is the duty of Consultant to obtain and continue to acquire on Consultant’s own all the skills, instruction and training

needed to perform the services pursuant to this Agreement.

10.

No Restrictions. Consultant represents and warrants that Consultant is not bound by any obligation, restriction or limitation, contractual

or otherwise, to any other individual or entity that would prohibit or impede Consultant from undertaking and performing the services,

responsibilities and obligations contemplated by this Agreement, and Consultant is free to enter into and perform the terms and provisions

of this Agreement.

11.

Confidential Information.

(a)

Except as shall be necessary in the performance of Consultant’s services in accordance with this Agreement, Consultant shall not

disclose the Company’s Confidential Information (as defined below) to any third party or use such Confidential Information for

Consultant’s direct or indirect benefit or the direct or indirect benefit of any third party. Consultant shall maintain in strict

confidence, both during and after the term of this Agreement and Consultant’s provision of services to the Company, the confidentiality

of any and all Confidential Information.

(b)

“Confidential Information” means information that is confidential or proprietary to the Company or any of the Company’s

customers, suppliers or other partners

(“Third

Parties”), in whatever form disclosed and whether received or created before or after the effective date of this Agreement and

regardless of whether such information is labeled or designated formally as confidential, including, but not limited to: all information

concerning the Business, the Company Business (as defined in Section 12(a)(i)) or the Purchased Assets (as defined in the Asset Purchase

Agreement), including such information developed or held by Skyportal, Inc. or Consultant prior to the Effective Date; all Company Work

Product; Trade Secrets; inventions, technical information, methodologies, advancements or improvements to current solutions, and new

innovations; pricing information; internal financial or operational metrics information related to operational reviews; business plans,

marketing plans, initiatives, programs or strategies, business methods, business processes and systems; research and development plans;

customer, supplier, and employee lists; information regarding customer requirements, preferences, and business or marketing plans or

results that are not generally known; data, databases, designs, specifications, software designs, and documentation; and any other information

which is not generally disclosed by the Company or Third Parties or otherwise publicly available, and which may be useful or helpful

to the Company or Third Parties and may give the Company or Third Parties a competitive advantage. “Trade Secrets,” as used

herein, means information that derives independent economic value, actual or potential, from not being generally known to the public

or other Persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the

circumstances to maintain its secrecy.

(c)

Confidential Information shall not include information which (i) is or becomes readily accessible to the public, other than as a result

of Consultant’s disclosure, (ii) was known to Consultant prior to the Effective Date other than through his operation of the Business

on behalf of Skyportal, Inc., (iii) is independently developed by Consultant without use of or reference to Confidential Information,

or (iv) is received by Consultant from a third party that is not under an obligation of confidentiality to the Company with respect to

such information. Confidential Information also shall not include any Retained Technology (as defined in Section 12(a)(vi)) or any information

relating solely to the Retained Businesses (as defined in the Asset Purchase Agreement).

(d)

Upon termination of this Agreement and the consulting relationship for any reason, Consultant shall immediately return all Confidential

Information to the Company. Further, Consultant agrees immediately to return all Confidential Information to the Company at any time

during the term of this Agreement and the consulting relationship upon the Company’s request.

(e)

Notice Concerning Immunity from Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing. The Defend

Trade Secrets Act of 2016 provides that: (1) An individual shall not be held criminally or civilly liable under any Federal or State

trade secret law for the disclosure of a trade secret under the Act that: (A) is made – (i) in confidence to a Federal, State,

or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating

a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing

is made under seal; and (2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law

may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the

individual: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant

to court order. Nothing in this Agreement shall restrict Consultant from making disclosures as set forth above.

12.

Work Product.

(a)

Definitions. For purposes of this Agreement:

(i)

“Company Business” means the Oblivus business sold to the Company pursuant to the Asset Purchase Agreement, consisting of

the business of operating a GPU cloud computing platform that provides customers with access to GPU and other accelerated computing capacity,

including (a) sourcing, procuring, contracting for and aggregating GPU and other accelerated compute capacity from data centers, cloud

providers, GPU owners and other infrastructure providers; (b) selling and reselling such compute capacity to customers; (c) operating

and developing the Oblivus cloud platform and technology stack through which customers access, provision, deploy, manage and use GPU

computing resources; (d) operating and developing marketplace functionality through which third-party GPU owners and suppliers make their

available GPU capacity accessible to customers; (e) matching and connecting customers that need GPU compute with suppliers that have

available GPU capacity, and brokering and facilitating transactions between such suppliers and customers; (f) aggregating GPU capacity

from multiple suppliers and making such capacity available through a common platform; and (g) the customer, supplier, data-center, infrastructure-provider

and other commercial relationships associated with the foregoing, in each case as conducted by Skyportal, Inc. through its Oblivus business

as of the closing of the Transaction, together with any continuation, development, extension, expansion or growth thereof by the Company

or its affiliates following such closing, and which, for the avoidance of doubt, excludes the Retained Businesses (as defined in the

Asset Purchase Agreement).

(ii)

“Work Product” means any idea, concept, information, invention, material, process, data, database, program, software (in

source and object code), know-how, improvement, discovery, development, design, artwork, formula, methodology, work of authorship, and/or

technique, whether or not patentable or registrable;

(iii)

“Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created

under the laws of any jurisdiction in the world: (1) rights associated with works of authorship, including exclusive exploitation rights,

copyrights, design rights, moral rights, and database rights; (2) trademark, service mark, trade name rights and similar rights; (3)

trade secret rights, know-how, and confidential information; (4) patent, rights to inventions, and industrial property rights; (5) any

other proprietary rights in intellectual property, in each case whether registered or unregistered; and (6) rights in

or relating to applications, registrations, renewals, extensions, combinations, divisions, amendments and reissues of, and applications

for, any of the rights referred to in clauses (1) through (5) above;

(iv)

“Company Work Product” means all Work Product, and all Intellectual Property Rights therein, that is made, conceived, created,

discovered, invented, developed, reduced to practice, acquired or written by Consultant, solely or jointly with others, during the Term,

whether or not during regular working hours, at the Company’s premises, or at the request or suggestion of the Company, which (A)

relates to the Company Business, or to the actual or demonstrably anticipated research or development of the Company Business, including

any Work Product that would have constituted a Purchased Asset (as defined in the Asset Purchase Agreement) had it existed at the closing

of the Transaction; (B) results from or is made in the course of any services performed by Consultant for the Company; or (C) is made,

in whole or in part, using the Company’s time, equipment, supplies, facilities, systems, accounts, code repositories, personnel,

materials or Confidential Information, including any infrastructure, cloud account or code repository used in the Business, whether or

not shared with any other business of Consultant or his affiliates; provided, however, that Company Work Product shall in no event include

Retained Technology; and

(v)

“Excluded Work Product” means Work Product that Consultant establishes by contemporaneous written records (A) was developed

entirely on Consultant’s own time, without any use of the Company’s time, equipment, supplies, facilities, systems, accounts,

code repositories, personnel, materials or Confidential Information, (B) does not relate to the Company Business, or to the actual or

demonstrably anticipated research or development of the Company Business, and (C) either constitutes an improvement to or derivative

of Retained Technology or any other asset of Skyportal, Inc. or Consultant that is not a Purchased Asset (as defined in the Asset Purchase

Agreement) or is developed in the conduct of an activity permitted under clause (B) of Section 6.2(a) of the Asset Purchase Agreement.

Excluded Work Product shall be the sole property of Consultant (or, as applicable, Skyportal, Inc. or their respective affiliates). Without

limiting the foregoing, all Retained Technology (including artificial intelligence, orchestration, monitoring and infrastructure technology,

and all future independent developments thereof) shall be Excluded Work Product, whether or not clauses (A) through (C) above are satisfied

and without any requirement of contemporaneous written records. The fact that an activity is permitted under the non-competition covenant

in the Asset Purchase Agreement or Section 13 of this Agreement shall not cause any Work Product arising from such activity to constitute

Excluded Work Product, and any Work Product (other than Retained Technology) that satisfies clause (A), (B) or (C) of the definition

of Company Work Product shall be Company Work Product notwithstanding any such permission.

(vi)

“Retained Technology” means all artificial intelligence, orchestration, monitoring, infrastructure-management and infrastructure

technology, software, AI agents, cloud-management tools and data-center technology (including all code, models, tools, data, algorithms,

know-how and Intellectual Property Rights therein) owned, held, used or developed by Skyportal, Inc., Consultant or any of their respective

affiliates in or for the Retained Businesses (as defined in the Asset Purchase Agreement) that is not a Purchased Asset, whether existing

as of the closing of the Transaction or thereafter developed (including any improvement, enhancement, extension, derivative or other

future development thereof, in each case developed independently of Consultant’s services hereunder and without use of the Company’s

Confidential Information or Company Work Product); provided that Retained Technology shall not include any technology or improvement

that is specific to the GPU compute sourcing, marketplace, provisioning or delivery functionality of the Company Business.

(b)

Information and Data. All Company Work Product, and all information and data constituting or embodying Company Work Product, including

discoveries, inventions, ideas, embodiments and documentation of know how, process documentation, prototypes, development reports, notes

and memorandums, shall be the sole and exclusive property of the Company and, to the extent the same are or should reasonably be considered

of a secret or confidential nature, shall be deemed to be Confidential Information of the Company. Consultant shall hold for the benefit

of the Company all documentation, disks, programs, source code, data, records, drawings, manuals, reports, sketches, blueprints, letters,

notes, notebooks and all other writings, electronic data, graphics and tangible information and materials, including the same that are

of a secret, confidential or proprietary nature, relating to the Company, the Company Business or any Company Work Product that are in

the possession or under the control of Consultant and shall return such information and materials to the Company upon the request of

the Company and, in any event, upon the expiration or termination of this Agreement.

(c)

Disclosure. Consultant shall promptly and fully disclose to the Company in writing, with all necessary detail, all Company Work Product,

including any Company Work Product conceived during the Term but reduced to practice, disclosed or made the subject of a patent application

after the Term. If Consultant is uncertain whether any Work Product developed by Consultant during the Term relates to the Company Business,

Consultant shall disclose such Work Product to the Company in confidence so that the Company may determine whether it constitutes Company

Work Product, and the Company shall hold in confidence any such disclosure of Excluded Work Product.

(d)

Work Made for Hire; Moral Rights. To the extent that any Company Work Product qualifies under applicable law as “work made for

hire,” Consultant and the Company hereby agree that such Company Work Product shall in fact be work made for hire for the Company.

Consultant agrees to waive, and hereby waives, all moral rights which Consultant may have in or to any Company Work Product and, to the

extent that such rights may not be waived, Consultant agrees not to assert such rights against the Company or its successors, assigns,

or licensees.

(e)

Assignment and Transfer. To the extent not already owned by the Company (such as in the case of a work made for hire), Consultant hereby

irrevocably assigns and transfers to the Company, and to the extent any such assignment and transfer cannot be made at present, agrees

to assign, all of Consultant’s right, title and interest in and to all of the Company Work Product and all Intellectual Property

Rights therein, including all rights to sue for and recover damages for past, present and future infringement or misappropriation thereof,

and Consultant further agrees to deliver to the Company any and all drawings, notes, notebooks, research materials, specifications, data

and other materials and documents relating to the Company Work Product, and to sign, acknowledge and deliver all such further papers,

including applications for and assignments of intellectual property, including patents and copyrights, and all renewals thereof, as may

be necessary to obtain, register, formalize, perfect, record, enforce, and defend Intellectual Property Rights, including patents and

copyrights, for any and all of the Company Work Product in any and all countries and to vest title thereto in the Company and its respective

successors and assigns, and to otherwise protect the Company’s interests therein. Consultant will, during Consultant’s services

for the Company or at any time thereafter, at the request and cost of the Company, promptly sign, execute, make, and do all such deeds,

documents, acts and things as the Company and its duly authorized agents may reasonably require relating to any judicial, opposition

or other proceedings or petitions or applications relating to the Company Work Product. Consultant further confirms and hereby assigns

to the Company all right, title and interest, if any, that Consultant personally holds in any Work Product, and any Intellectual Property

Rights therein, made or developed prior to the Effective Date that constitutes a Purchased Asset, or that would have constituted a Purchased

Asset had it been held by Skyportal, Inc. as of the closing of the Transaction, and that was not otherwise transferred to the Company

pursuant to the Asset Purchase Agreement; provided that nothing in this Agreement shall limit or reduce the Purchased Assets transferred

under the Asset Purchase Agreement or transfer to the Company any Retained Technology or other asset that is not a Purchased Asset. To

the extent any Company Work Product (including any moral rights therein) is not assignable under applicable law, Consultant hereby grants

to the Company an exclusive (including as to Consultant), perpetual, irrevocable, worldwide, fully paid-up, royalty-free, transferable

and sublicensable license to exploit such Company Work Product in any manner, and waives and agrees not to assert any rights therein

against the Company or its successors, assigns or licensees.

(f)

Power of Attorney. If the Company is unable, after reasonable effort, to secure the signature of Consultant on any application, registration,

or other document relating to intellectual property, including for patent, copyright, trademark or other analogous registration, or other

documents regarding any legal protection or defense relating to Company Work Product, whether because of Consultant’s physical

or mental incapacity or for any other reason whatsoever, Consultant hereby irrevocably designates and appoints (which appointment is

coupled with an interest) the Company and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact, to

act for and in Consultant’s behalf and stead to execute and file any such application, registration, or other documents and to

do all other lawfully permitted acts to further the prosecution and issuance of patents, the registration of copyrights and trademarks,

and any other legal protection or defense with respect to Company Work Product with the same legal force and effect as if executed by

Consultant.

(g)

Records; Segregation Consultant agrees to maintain careful, adequate and contemporaneous written records of all Company Work Product,

which records shall be the property of the Company. During the Term, Consultant shall keep his activities for any business other than

the Company Business reasonably segregated from his services for the Company, including by not using any Company systems, accounts or

code repositories (or any infrastructure, cloud account or code repository used in the Business) for any such other business, and shall

cooperate with the Company to transfer to the Company, or separate, any such shared assets in accordance with Section 6.7 of the Asset

Purchase Agreement.

(h)

Consultant Materials; License. Consultant shall not incorporate, or permit to be incorporated, into any Company Work Product any proprietary

information, material, invention, work, or other subject matter owned by Consultant or any of his affiliates or in which Consultant or

any of his affiliates has an interest (including any Excluded Work Product) without the Company’s prior written consent. If Consultant

at any time so incorporates any such subject matter, whether with or without such consent, Consultant hereby grants, and to the extent

any such grant cannot be made at the present Consultant agrees to grant (and to cause his affiliates to grant), to the Company, a non-

exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license, with the right to sublicense, to make, use, refrain

from using, sell, offer for sale, import, modify, delete, add to, reproduce, create derivative works based upon, distribute, perform,

display or exploit in any way such proprietary information, material, invention, work, or other subject matter, in whole or in part,

by any means, now known or later developed, in all languages, solely as incorporated in, and as necessary to exploit, such Company Work

Product in connection with the Company Business. Such license shall not extend to any portion of such subject matter (including any Retained

Technology or Excluded Work Product) that is not so incorporated, or to any use outside the Company Business, and no license is granted

under this Section 12(h) by implication or otherwise to any other technology of Consultant, Skyportal, Inc. or their affiliates.

(i)

Relationship to Asset Purchase Agreement The obligations of Consultant under Sections 11, 12 and 13 are in addition to, and not in limitation

of, the obligations of Consultant and Skyportal, Inc. under the Asset Purchase Agreement. The Asset Purchase Agreement shall govern the

Purchased Assets, the Retained Businesses, the Retained Technology and the obligations of Skyportal, Inc. and Consultant thereunder,

and nothing in this Agreement shall expand, limit or otherwise modify any of the foregoing. This Agreement shall govern Consultant’s

services and the Company Work Product. Notwithstanding anything to the contrary in this Agreement, (i) in the event of any conflict or

inconsistency between this Agreement and the Asset Purchase Agreement with respect to the Retained Businesses or the Retained Technology,

the Asset Purchase Agreement shall control, and (ii) nothing in Section 11, 12 or 13 shall assign, license or restrict, or otherwise

apply to, any Retained Technology.

13.

Non-Competition; Non-Solicitation.

(a)

Incorporation of APA Covenants. Consultant acknowledges that he is bound, as a Restricted Party (as defined in the Asset Purchase Agreement),

by the non-competition and non-solicitation covenants set forth in Section 6.2 of the Asset Purchase Agreement (the “APA Covenants”),

including the exceptions set forth therein, for the Restricted Period (as defined in the Asset Purchase Agreement), being two (2) years

commencing on the closing date of the Transaction. Consultant agrees that the APA Covenants are hereby incorporated into this Agreement

by reference, mutatis mutandis, as if set forth herein in full, with the same scope, Territory, exceptions and Restricted Period as set

forth in the Asset Purchase Agreement, and that any breach of the APA Covenants shall also constitute a breach of this Agreement and

Cause hereunder. Consultant further agrees that, for purposes of the APA Covenants, any Person that becomes a client, customer, supplier

or employee of the Company in the Business during the Term shall be treated as a client, customer, supplier or employee of the Business,

and that any activity permitted under the APA Covenants shall remain subject to Sections 11 and 12 of this Agreement, except that nothing

in Section 11 or 12 shall apply to Retained Technology. Nothing in this Section 13 shall expand, extend or otherwise modify the scope

or duration of the APA Covenants.

(b)

Remedies. The remedies set forth in Section 6.2(c) and the reformation and severability provisions set forth in Section 6.2(d) of the

Asset Purchase Agreement shall apply to any breach or threatened breach of this Section 13 and of Sections 11 and 12 of this Agreement,

in each case mutatis mutandis, and in addition to any other rights and remedies available to the Company. Notwithstanding the foregoing,

(i) the Company shall not be entitled to recover more than once for the same loss arising from the same facts under this Agreement and

the Asset Purchase Agreement, and (ii) any claim for monetary damages for breach of the APA Covenants shall be subject to the limitations

set forth in the Asset Purchase Agreement. Nothing in this Section 13(b) limits the Company’s right to injunctive or other equitable

relief.

(c)

Permitted Activities. Subject to the APA Covenants, nothing in this Agreement shall be construed to prevent Consultant from owning, operating,

managing, advising, investing in, providing services to or otherwise participating in any company, project, product, service, technology

or business, including Skyportal, Inc., that does not directly involve the Company Business. For the avoidance of doubt, Consultant may

continue to work on projects, products, services and activities of Skyportal, Inc. or any other person that are outside the Company Business.

This permission does not permit Consultant to use or disclose the Company’s Confidential Information or Company Work Product, or

to use the Company’s property, systems, personnel or other resources. Nothing in this subsection expands, modifies or limits the

scope or duration of the APA Covenants. For the avoidance of doubt, the Retained Businesses and the development, use and commercialization

of Retained Technology (including future independent developments thereof) are permitted activities under this Agreement.

14.

Return of Company Property. After termination of this Agreement (or at any time if requested by the Company), Consultant shall promptly

return all Company property, equipment, and documents in Consultant’s possession or control, including all copies thereof and any

other material containing or disclosing any Confidential Information or Company Work Product. Consultant acknowledges and agrees that

any such Company property is the exclusive property of the Company and can only be used for the benefit of

the

Company; provided, however, that Consultant shall not be required to return any hardware or equipment purchased by Consultant, so long

as Consultant first delivers to the Company, and then permanently deletes from such hardware or equipment, all Confidential Information

and Company Work Product stored thereon and certifies such deletion in writing upon the Company’s request.

15.

Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes

all prior and contemporaneous agreements or understandings, oral or written, between the Parties with respect to such subject matter;

provided, however, that nothing in this Agreement shall supersede, limit or modify the Asset Purchase Agreement or any other Transaction

Document (as defined in the Asset Purchase Agreement), including the covenants of the Restricted Parties (as defined in the Asset Purchase

Agreement) thereunder. This Agreement may be modified only by a writing signed by both Parties.

16.

Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs and successors.

The Company may assign this Agreement to any person or entity, including, but not limited to, any successor, parent, subsidiary or affiliated

entity of the Company. The Company also may assign this Agreement in connection with any sale or merger (whether a sale or merger of

stock or assets or otherwise) of the Company or the business of the Company. Consultant expressly consents to the assignment of the commitments,

restrictions and undertakings set forth in this Agreement to any new owner of the Company’s business or purchaser of the Company.

Consultant may not assign, pledge, or encumber Consultant’s interest in this Agreement, or any part thereof, without the written

consent of the Chief Executive Officer of the Company.

17.

Enforceability. If any provision or part or subpart of any provision in this Agreement or the application thereof is construed to be

overbroad, then the court making such determination shall have the authority to narrow or modify the provision or part of the provision

as necessary to make it enforceable and the provision or part of the provision shall then be enforceable in its/their narrowed form.

Moreover, each provision or part of each provision in this Agreement is independent of and severable from each other. In the event that

any provision or part of any provision in this Agreement is determined to be legally invalid or unenforceable by any court of competent

jurisdiction and cannot be modified to be enforceable, the affected provision or part of such provision shall be stricken from the Agreement,

and the remaining provisions or parts of such provisions of the Agreement and its enforceability shall remain unaffected thereby.

18.

Applicable Law, Jurisdiction and Venue. This Agreement shall be construed in accordance with the laws of the State of Delaware, without

giving effect to any conflict of law provisions. Any dispute relating to this Agreement shall be brought in the state or federal courts

located in New Castle County, Delaware, and all Parties irrevocably consent to the exclusive jurisdiction of such courts.

19.

Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given upon receipt

of: hand delivery; overnight delivery (whether by mail or nationally recognized courier) or electronic mail sent between 8 a.m. and 6

p.m. ET Monday-Friday with confirmation of delivery and a confirming overnight delivery:

(a)

If to Consultant, to the address shown beneath the signature block for Consultant for this Agreement.

(b)

If to the Company, to:

GPU

Exchange Corp

Attention:

With

copies to: Reliance Global Group, Inc., Attention: Judah Korman, 300 Blvd. of the Americas, Suite 105, Lakewood, NJ 08701, Telephone

No.: (201) 290-7009, Email: jkorman@relianceglobalgroup.com; and

Duane

Morris LLP Attention: Stephen Rutenberg, P.A. 201 S. Biscayne Boulevard, Suite 3400 Miami, FL 33131-4325 Telephone No.: 1-305-960-2266

Email: srutenberg@duanemorris.com

20.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but which together shall constitute

one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf) or any electronic signature

complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, and any counterpart so delivered shall be deemed to have been

duly and validly delivered and be valid and effective for all purposes.

[signature

page follows]

WITNESS HEREOF, the Parties have executed this Agreement, intending to be legally bound.

MATTHEW

ANTOUN GPU EXCHANGE CORP

Ezra

Beyman

_____________________________

_____________________________ Signature By: Its:

CEO,

Chairman

Matthew

Antoun

November

3, 2026

_____________________________

Date: ________________________

Name _____________________________ Address

407

N Maple, Ground Floor, Beverly Hills CA 90210

_____________________________

Address

November

3, 2026

Date:_________________________

RELIANCE GLOBAL GROUP, INC., solely for purposes of Section 4(b) By: _____________________________

Its:

_____________________________

CEO,

Chairman

November

3, 2026

Date:

______________________ Name:

Ezra

Beyman

EXHIBIT

Statement

of Work

Business

Development, Strategic Advisory & Commercial Support

Scope of Services

Consultant

shall provide business development, strategic advisory, and commercial support services to the Company in connection with the operation

and growth of the Business, including the services described below.

Business Development and Network Access

Consultant

shall use his industry relationships and network to support the Company’s growth and to help the Company secure both supply of

GPU computing capacity and customer demand for the Business, including by:

Identifying and introducing potential customers (including AI companies, enterprises, and developers) and suppliers (including data centers,

GPU owners, and infrastructure operators) of GPU computing capacity;

Facilitating introductions to relevant decision-makers and helping develop those relationships;

Identifying strategic partnerships, distribution opportunities, and other commercial relationships; and

Supporting the conversion of introductions and opportunities into commercial transactions.

Financial Reporting and SEC Disclosure Support Consultant shall reasonably cooperate with the Company and its parent, Reliance, with

respect to Reliance’s preparation of financial statements of the Business and related disclosures that Reliance may need to file

with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Transaction, solely by:

Providing, upon reasonable request, copies of existing books, records and supporting documents relating to the Business that are within

his possession or control, in each case “as is”;

Responding, to the best of his actual knowledge and without any representation or warranty as to accuracy or completeness, to reasonable

factual inquiries from Reliance and its auditors regarding such books and records in connection with any Current Report on Form 8-K (or

amendment), pro forma financial information, or other SEC filing relating to the Transaction; and

Making himself reasonably available, during normal business hours and on reasonable advance notice, for such purposes, and responding

to such requests on a timely basis so that such filings can meet applicable SEC deadlines, including within the seventy-one (71) day

period permitted under applicable SEC rules.

Notwithstanding anything to the contrary in this Agreement or in any other agreement, Consultant’s obligations under this Section

3 are limited to the reasonable cooperation, and the provision of existing records within his possession or control, described in clauses

(a) through (c) above, and in furtherance of the foregoing:

(i)

Consultant shall not be required to prepare, compile, audit, review, certify, attest to, sign or otherwise take responsibility for any

financial statement, pro forma financial information, disclosure or SEC filing, for its compliance with generally accepted accounting

principles, Regulation S-X or any other SEC rule or requirement, or for the timing of any filing;

(ii)

Consultant shall not be required to execute or deliver any certification, management representation letter, officer’s certificate,

attestation or other representation, warranty or statement (whether to the Company, Reliance, any auditor, the SEC or any other governmental

authority) regarding the accuracy, completeness or presentation of the Business Financial Records (as defined in the Asset Purchase Agreement)

or any financial statement or other financial information of the Business, or regarding any internal control or disclosure control;

(iii)

the Company, on behalf of itself and Reliance, acknowledges, consistent with Section 4.5 of the Asset Purchase Agreement, that the Business

Financial Records are unaudited, have not been reviewed by an independent accountant and have not been prepared in accordance with generally

accepted accounting principles, that Skyportal, Inc. does not prepare separate financial statements for the Business, and that neither

Consultant nor Skyportal, Inc. makes any representation or warranty regarding the suitability of such records, or of any other information

or record furnished under this Section 3, for use in any financial statement or SEC filing;

(iv)

the Company shall, and shall cause Reliance to, be solely responsible for the preparation, content, accuracy, audit and filing of all

financial statements, pro forma financial information and other disclosures, for engaging and directing their auditors and advisors,

and for meeting any SEC deadline, and shall not describe Consultant as having prepared, reviewed, certified or approved any of the foregoing,

or attribute any statement to Consultant, in any filing or other document without Consultant’s prior written consent;

(v)

Consultant shall not be required to take any action or make any statement that he reasonably and in good faith believes would be inaccurate

or misleading or would require him to assert facts that he is not in a position to verify, and his declining to do so, provided he promptly

notifies the Company of the basis for declining, shall not constitute a breach of this Agreement or Cause (as defined in Section 1(b));

and

(vi)

nothing in this Section 3 shall create any liability of Consultant or Skyportal, Inc. (including for any inaccuracy in or deficiency

of any record, financial statement or SEC filing) beyond the liability, if any, expressly provided in, and subject to the limitations

of, the Asset Purchase Agreement (including ARTICLE VII thereof), and nothing in this Section 3 limits Consultant’s right to provide

truthful information to any governmental authority or to respond truthfully to any legal process.

Transaction Structuring, Negotiation, and Closing As reasonably requested by the Company, Consultant shall assist with commercial transactions

from initial discussions through closing and implementation, including by:

Advising on the structure, economics, pricing, and terms of prospective transactions;

Participating in discussions and negotiations with prospective customers, suppliers, and partners;

Assisting in evaluating transaction profitability, feasibility, and business risks; and

Supporting the preparation and negotiation of proposals, agreements, and related documentation.

Strategic Advisory

Consultant

shall make his knowledge of the GPU cloud computing industry and the Business available to Company management, including guidance on

the business model, marketplace dynamics, supply procurement, customer acquisition, pricing, supplier and customer agreements, and strategies

to expand the Company’s supplier network, customer base, revenue, and ability to pursue larger contracts and partnerships.

Availability

Consultant

shall make himself reasonably available to Company management, at times and in a manner determined by Consultant consistent with Section

8 of the Agreement, including by participating in calls and meetings as reasonably requested, providing timely advice on active opportunities,

using reasonable efforts to accommodate time-sensitive matters, and keeping management regularly informed of business development activities

and opportunities.

Commercial Objectives

Consultant

shall use commercially reasonable efforts to generate new revenue opportunities, expand the Company’s network of GPU suppliers

and customers, secure attractive supply and demand arrangements, support the closing of commercial transactions, and accelerate the Company’s

growth. Consultant’s role includes active participation in pursuing these opportunities, not only passive advice or introductions.

Coordination and Authority

Consultant

shall coordinate his activities with Company management. Consultant has no authority to bind the Company, and all final commercial decisions,

including pricing, transaction terms, and execution of agreements, remain within the Company’s sole discretion.

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit

99.1

Reliance

Global Group Completes Acquisition of Oblivus, Marking Its Entry Into the AI Infrastructure Market

All-Cash

Acquisition Completed; Company Remains Debt-Free

Oblivus

Provides On-Demand GPU Cloud Computing for AI Training and Inference and Operates a Proprietary GPU Marketplace

Company

Plans to Scale Rapidly From Approximately $1.5 Million in Annual Revenue, With Discussions Underway on Additional Growth Opportunities

LAKEWOOD,

N.J., November 4, 2026 (GLOBE NEWSWIRE) — Reliance Global Group, Inc. (Nasdaq: EZRA) (“Reliance,” “EZRA”

or the “Company”) today announced that it has completed the acquisition of the assets of Oblivus, a GPU cloud provider

and marketplace operator,[ from Skyportal Inc.], marking the Company’s entry into the AI cloud and infrastructure market. The acquisition

closed on November 3, 2026, on the timeline announced in October, and was funded entirely in cash from cash on hand, with no shares of

the Company’s common stock issued as consideration for the acquired assets. The Company remains debt-free following the closing.

Oblivus

generated approximately $1.5 million in revenue during the twelve months ended September, 2026, based on the seller’s unaudited

records, bringing an established customer base and proven GPU cloud technology to Reliance. With discussions underway regarding additional

business opportunities, the Company is targeting substantial revenue growth through additional computing capacity, customer acquisition

and investment in the platform.

previously announced, the purchase price consists of $3,000,000 paid in cash at closing and up to $750,000 of additional cash payments

contingent on the acquired business achieving specified revenue milestones during the twelve months following closing, of which $375,000

was deposited into escrow at closing. The acquisition was completed through GPU Exchange Corp., a newly formed, wholly-owned subsidiary

of the Company. Under a consulting agreement entered into at closing, the founder of Oblivus will provide business development, strategic

advisory and transition services for twelve months in exchange for $250,000 in cash, payable in monthly installments, and will be eligible

to receive shares of the Company’s common stock with an aggregate value of up to $600,000, of which $50,000 is issuable within

30 days following closing and the balance only if the Company’s common stock closes at or above $5.00, $7.00 and $10.00 per share,

respectively, for three consecutive trading days[, subject to approval by the Company’s Board of Directors]. The Company also holds

a right, exercisable at its option, to invest up to $500,000 in the seller. Additional information regarding the acquisition will be

included in a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission.

previously announced, Reliance plans to adopt GPU Exchange as its doing-business-as (“DBA”) name and to change its Nasdaq

trading symbol from EZRA to XGPU, and the acquired business will operate under the GPU Exchange brand. The Company will announce the

effective date of any ticker change separately, and its shares currently continue to trade under EZRA.

“Oblivus

gives us an established, revenue-generating platform to build on,” said Ezra Beyman, Chairman and Chief Executive Officer of Reliance

Global Group. “We intend to grow this business dramatically.”

“Our

focus now is execution,” said Judah Korman, Chief Operating Officer of Reliance Global Group. “We are expanding GPU capacity,

growing the customer base and working to convert the opportunities in front of us into revenue. GPU Exchange will bring these efforts

together under one brand.”

Oblivus

provides developers and businesses with access to GPU computing resources for AI training, inference and other demanding workloads. Customers

can deploy and manage computing instances through its online platform and API, with on-demand and reserved capacity options. Its proprietary

GPU marketplace connects customers with available computing capacity and enables third-party hardware owners to earn rental revenue by

offering their hardware through the platform.

Reliance’s

growth strategy combines investment in a Company-owned GPU fleet with expansion of the platform’s third-party GPU marketplace.

The Company intends to increase computing supply, attract additional hardware providers and broaden customer adoption, with the objective

of establishing GPU Exchange as an accessible destination for customers seeking GPU computing power and for hardware owners seeking to

monetize available capacity. These initiatives build on the strategy outlined in the Company’s October 22, 2026 announcement of

the transaction.

With

the acquisition complete, Reliance is moving to expand the business through investment in computing capacity, platform development and

new business opportunities. Management’s objective is to scale revenue substantially beyond Oblivus’s existing base. Reliance

continues to operate, enhance and grow its RELI Exchange insurance platform alongside the new business.

About

Reliance Global Group, Inc.

Reliance

Global Group, Inc. (Nasdaq: EZRA) operates insurance and technology businesses and pursues opportunities to build and scale AI-related

platforms. Through the acquisition of Oblivus, the Company has entered the GPU cloud and AI infrastructure market, which it plans to

scale under the planned GPU Exchange brand. Additional information is available at https://www.relianceglobalgroup.com.

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking

statements are statements other than statements of historical fact and may be identified by the use of words or expressions such as “may,”

“should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,”

“plan,” “believe,” “estimate,” “continue,” “target,” “project,”

“potential,” or similar expressions, or by discussions of strategy, plans or intentions. Forward-looking statements in this

press release include, without limitation, statements regarding: the integration and growth of the acquired business; expected revenue

and the anticipated benefits of the acquisition; the payment of the escrow, milestone and consulting amounts; the issuance of shares

of the Company’s common stock to the founder of the acquired business; the optional investment in the seller; the planned adoption

of the GPU Exchange DBA and XGPU trading symbol; GPU fleet acquisitions and deployment; marketplace growth; discussions regarding additional

business opportunities; and the pace and scale of business development.

These

statements are based on management’s current expectations and assumptions and are subject to risks, uncertainties and other factors,

many of which are beyond the Company’s control. Should one or more of these risks or uncertainties materialize, or should any underlying

assumptions prove incorrect, actual results may differ materially from those expressed or implied by these forward-looking statements.

Such

risks and uncertainties include, without limitation: the risk that the acquired business does not perform as anticipated, including the

risk that its unaudited historical revenue is not indicative of future results; the Company’s limited operating history in the

GPU cloud business; the risk of the loss of customers, GPU providers or key personnel in connection with the transfer of the business;

the Company’s ability to integrate and rapidly scale the acquired business; the risk that discussions regarding additional business

opportunities do not result in definitive agreements or revenue; the capital required to execute the Company’s growth plans, including

the acquisition of a Company-owned GPU fleet, which will require capital beyond the cash used to complete the acquisition and may be

funded through equity financings that would be dilutive to existing shareholders; the Company’s ability to access additional capital

on acceptable terms, or at all; the Company’s ability to maintain compliance with the continued listing standards of The Nasdaq

Capital Market; the Company’s ability to implement the planned GPU Exchange DBA and XGPU trading symbol change; GPU availability,

pricing and technological obsolescence; customer demand, utilization and competition; and general business, economic, market and geopolitical

conditions. Additional information regarding these and other factors that may cause actual results to differ materially is included under

the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended,

and in the Company’s subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission, copies

of which are available free of charge at www.sec.gov.

There

can be no assurance that the anticipated growth or benefits of the acquisition will be realized or that the planned branding or ticker

changes will be completed. Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements

in this press release speak only as of the date of this press release. Except as required by applicable law, the Company undertakes no

obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Investor

Relations Contact:

Crescendo

Communications, LLC

Tel:

+1 (212) 671-1020

Email:

EZRA@crescendo-ir.com

###

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration