Converted by EDGARwiz

FINDERS FEE AGREEMENT

This is an “Agreement” made by and between High Sierra Technologies, Inc.,1495 Ridgeview

Drive, Suite 230A, Reno, NV 89519, and any affiliated companies (the “Company” or “High

Sierra”) and Vestech Securities, Inc.,11477 Olde Cabin Road, St., St. Louis, Mo. 63141(the

“Finder” or “Vestech”) (together, the “Parties” and individually, a “Party”).

1. Transaction. The Company seeks a Transaction, as defined below, whereby the Company can

receive offers to purchase shares of common stock and other securities purchased through a private

placement subscription agreement (a “Capital Raising Transaction”) or other business opportunities

as further defined below (each a “Transaction”). Vestech represents to the Company that Finder has

access to sophisticated persons or entities and believes that the Finder can introduce parties interested

in a Transaction with the Company. Transaction sources can include, but not be limited to, revenue

sources, equity or debt financing sources, merger or acquisition candidates, partnering, joint ventures,

leasing or licensing transactions, lines of credit, sale of the Company, sale of the Company’s

intellectual property etc. Transaction sources also include any transactions effectuated as a result of

an introduction by parties introduced to the Company by the Finder. Company will agree to receipt of

each introduction by the Finder by email as an acknowledgement. Transactions will exclude

investments made by current shareholders, or entities and introductions to the Company made by

other parties, verified as to such to Vestech, in writing by the Company. However, if an introduction

is made by Finder and the Introduced party introduces another party or parties that then complete a

Transaction, then, the Finder shall be paid via section 5 of this agreement. The Company may reject a

proposed Transaction at its sole discretion.

2. Legal Compliance. In connection with introduction to investors, Finder shall comply with all

applicable laws and shall specifically, but not as a limitation thereof, comply with the requirements

set forth in the Securities Act of 1933, as amended. Finder represents and warrants that it has, if

needed, all requisite permits, licenses and registrations required to perform the services hereunder.

3. Nonexclusive Right. Finder shall have the non-exclusive right to introduce prospective Persons,

Entities, or potential Transactions to the Company This Agreement may be terminated by the

Company upon thirty (30) days written notice to Vestech. In the event of termination or expiration of

this Agreement, Vestech shall receive any outstanding fees. If any parties or entities are introduced to

the Company directly or indirectly by or through the Finder that enter into a Transaction within

eighteen (18) months from the date of the termination or expiration of this Agreement (the “Tail

Period”) the Company will be required to pay in accordance with paragraph 5 of this Agreement.

Finder will also receive a Fee for the duration of a Transaction, if applicable, even if this Agreement

is terminated or expired.

4. Acceptance of Transaction. The decision to accept a Transaction is in the sole discretion of the

Company. The Finder’s responsibility is limited to introducing parties interested in pursuing a

Transaction with the Company.

5. Fee. Cash and Warrants: In the event that a Transaction is accepted by the Company, and the

Company closes the Transaction, then the Company shall, within ten (10) business days of the

closing of a Transaction, pay the Finder a finder's fee as follows:

a. Capital Raising Transactions.

Cash: In consideration of the introduction provided by the Finder, pursuant to this

Agreement, High Sierra shall pay to Finder an eight (8%) percent cash fee, of the gross

cash proceeds or other items of value (“Value” as defined in Appendix “B” attached

hereto), at the closing of the receipt of any funds raised in Capital Raising Transaction(s),

during the term of this agreement or the tail period, from introduced party(s)plus;

Warrants: As part of the first Capital Raising Transaction Completion Fee, in addition to the

cash remuneration noted in this Section 5 (a), Vestech will receive warrants to purchase

common stock in the Company in an amount equal to eight per-cent (8%) of the number of

shares of common stock (or common stock equivalents) purchased by investors in a Capital

Raising Transaction and that the investors obtain a right to acquire through purchase,

conversion, or exercise of convertible securities issued by the Company in a Capital Raising

Transaction that closes during the term of this agreement or during the Tail Period. As part

of each Subsequent Private Placement Financing Completion Fee, in addition to the cash

remuneration noted in this Section 5 (a), Vestech will receive warrants to purchase common

stock in the Company in an amount equal to eight (8%) percent of the number of shares of

common stock (or common stock equivalents) purchased by investors in a Capital Raising

Transaction and that the investors purchase or obtain a right to acquire through purchase,

conversion, or exercise of convertible securities issued by the Company in a Capital Raising

Transaction that closes during the term of this agreement or during the Tail Period. All

warrants will be immediately exercisable at the price per share at which the investor acquires

or can acquire the common stock, adjusted for conversion, stock splits or other dilutive

events. In the event there is no public market for the Company’s common stock and investors

do not receive warrants in a Capital Raising Transaction, the exercise price of the warrants

due Vestech will be equal to the price per share that investors in the Capital Raising

transaction are able to purchase securities from the Company. The warrants are deemed fully

vested, non-redeemable, non-callable, non-cancelable and will contain customary provisions

including, but not limited to, a net exercise provision, a term of five (5) years from the

closing date of the Capital Raising Transaction(s) and (assuming that the Company has

publicly traded registered securities at the time of exercise) provisions for one demand

registration of the underlying shares of Common Stock at the Company's expense, an

additional demand registration at the warrant holders' expense, and unlimited "piggyback"

registration rights for a period of seven years after issuance, at the Company's expense

(provided that such rights shall not apply to a registered public offering of the Company’s

common stock and further shall be subject to any underwriter’s reasonable assertion in

writing that the inclusion of such warrants in a public offering would materially impair the

marketability of such public offering) The warrants shall further provide for: adjustment in

the number of such warrants (and the shares of Common Stock underlying such warrants) for

the entire term of the warrant, containing customary adjustments to prevent dilution in

connection with events such as for stock splits, stock dividends, combinations of shares and

recapitalizations of the Company. The warrants shall be delivered at the closing(s) in holders

names and denominations as instructed by Vestech.

b. Merger & Acquisition Transactions.

(i)

Vestech will act as a Finder during the term of this agreement with

respect to any Acquisition Transaction opportunity and any

Sale/Merger Transaction opportunity via a SPAC vehicle or otherwise

introduced to the Company by Vestech. If an Acquisition Transaction

or Sale Transaction is consummated during the term of this agreement

or the Tail Period as a result of a Vestech introduction, the Company

will pay Vestech a cash fee (the “M&A Completion Fee”) equal to

four percent (4%) of the Transaction Value (as defined in Appendix

B), at the closing of the Acquisition or Sale Transaction.

(ii)

If   an   Acquisition   Transaction   or   Sale   Transaction   opportunity

introduced   by   Vestech   is   consummated   during   the   term   of   this

agreement or the tail period, whereby, directly or indirectly, less than

a   fifty   percent   (50%)   interest   in   the   Company   or   the   targeted

companies, as the case may be, or any of their securities, businesses,

or assets are transferred for consideration, or if a transaction as a

result of Vestech’s introduction is consummated during the term of

this agreement or the tail period consisting of a minority investment,

the formation of a joint venture, partnership or other business entity or

entry into a strategic alliance (such as an agreement, relationship or

arrangement involving supply, distribution or sales representation of

products    or    services,    research    and    development,    technology,

intellectual     property,     patents,     product     licensing     or     similar

arrangement), the Company will pay Vestech a cash fee   equal to four

percent (4%) of the Transaction Value (as defined in Appendix B ),

upon the occurrence of such event;

(iii)

If   an   Acquisition   Transaction   or   Sale   Transaction   opportunity

introduced   by   Vestech   is   not   consummated   and   the   Company   is

entitled to receive a “termination fee,” “break-up fee,” “topping fee,”

or other form of compensation during the term of this Agreement or

the tail period, payable in cash or other assets, including, but not

limited to, an option to purchase securities from another company

(such cash, securities, including in the case of options, the right to

exercise such options or other assets hereinafter referred to as the

“Break-up Fee”) then the Company shall pay to Vestech in cash,

immediately upon the Company’s receipt of such Break-up Fee, an

amount equal to ten percent (10%) of such Break-up Fee received. In

the event that the Break-up Fee is paid to the Company in whole or in

part   in   the   form   of   securities   or   other   assets,   the   value   of   such

securities or other assets, for purposes of calculating Vestech’s fee,

shall be the fair market value thereof, as the Parties hereto shall

mutually agree on the day such Break-up Fee is paid to the Company;

provided   that,   if   such   Break-up   Fee   includes   securities   with   an

existing public trading market, the value thereof shall be determined

by the last sales price for such securities on the last trading day

thereof prior to such payment. The securities or other assets shall be

delivered to Vestech within ten (10) business days of the receipt by

the Company of any such securities or other assets.

3

6. Compliance. In connection with introduction to investors or business opportunities, Finder shall

comply with all applicable laws and shall specifically, but not as a limitation thereof, comply with

the requirements set forth in the Securities Act of 1933, as amended. Finder represents and warrants

that it has, if needed, all requisite permits, licenses and registrations required to perform the services

hereunder.

7. Role as Finder. It is specifically understood that Finder is acting as a Finder only, is not acting in

violation of federal or state securities laws, and shall have no authority to enter into any

commitments on the Company's behalf, make any representations regarding the Company (apart

from making an introduction), or to negotiate the terms of a Transaction, or to hold any funds or

securities in connection with a Transaction or to perform any act which would require Finder to

violate federal or state securities laws. The consummation of any Transaction shall be separately

negotiated between the Company and the person or entity introduced to the Company by the Finder.

All information regarding the Company will be presented by the Company to any prospective person

or entity and any investment decision by the person or entity introduced by the Finder shall be solely

made by the person or entity introduced to the Company by the Finder based on representations and

information provided by the Company. Finder shall not hold itself out as an agent or representative of

the Company. In addition, the Finder agrees, acknowledges and confirms that the Finder shall not,

directly or indirectly, provide any Investor Relations services to any publicly traded entities that are

involved in any Transaction.

8. Term. This Agreement shall commence on the Effective Date and shall continue in effect for a

term of six (6) months (the “Term”), unless earlier terminated upon thirty (30) days written notice by

either Party or unless extended by the mutual written consent of the Parties.

9. Non-Exclusivity. This Agreement shall not constitute an exclusive agreement by either Party.

10. Indemnification; Limitation of Liability. High Sierra hereby agrees to defend and hold

harmless the Finder, its agents, officers, consultants, and employees, and each of them, from and

against any and all claims related to this Agreement. Appendix “A” INDEMNIFICATION is

attached hereto and shall be deemed to be incorporated in, and part, of this Agreement and shall

survive termination or expiration of this Agreement until the date upon which the liability to which

any claim, or claims relating to this Agreement, is barred by all applicable statutes of limitations.

11. Miscellaneous. This Agreement constitutes the entire understanding and agreement between the

Parties hereto and their affiliates with respect to its subject matter and supersedes all prior or

contemporaneous agreements, representations, warranties and understandings of such Parties

(whether oral or written). In the event that any provision of this Agreement shall be deemed unlawful

or otherwise unenforceable, such provision shall be severed from this Agreement and the balance of

the Agreement shall continue in full force and effect. Any notice permitted, required or desired to be

given under this Agreement shall be in writing, facsimile transmission or via email and shall be

deemed to have been effectively given when delivered to the party (i) if personally delivered, or (ii)

if sent via email or facsimile, upon successful transmission to the address provide by the other Party.

No promise, inducement, representation or agreement, other than as expressly set forth herein, has

been made to or by the Parties hereto. This Agreement may be amended only by written agreement,

signed by the parties to be bound by the amendment. Evidence shall be inadmissible to show

agreement by and between such Parties to any term or condition contrary to or in addition to the

terms and conditions contained in this Agreement. This Agreement shall be construed according to

its fair meaning and not strictly for or against either Party. This Agreement may be executed in any

number of counterparts and may be delivered by facsimile or in Pdf form via email. All of these

counterparts, when assembled, shall for all purposes constitute one agreement.

12. Governing Law and Venue. This Agreement shall be construed, and the rights and liabilities

determined, in accordance with the laws of the State of Missouri without regard to its conflicts of the

laws principles. The Parties agree that any action or proceeding arising out of or related in any way

to this Agreement shall be brought before a State or Federal court of competent jurisdiction sitting in

the City of St. Louis, Missouri. The Company and Vestech each hereby irrevocably waive, to the

fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of

such action or proceeding. The Company and Vestech each agree that a final judgment in any such

action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the

judgment or in any other manner provided by law. The Parties hereby waive trial by jury. The Parties

hereby agree that the Company is not considered a “customer” of Vestech for purposes of FINRA

Rule 12200. This paragraph shall survive expiration or termination of this Agreement until the date

upon which the liability to which any claim relating to this Agreement is barred by all applicable

statutes of limitations.

13. Survival. All representations and warranties of the Company contained herein shall survive

the termination of this Agreement until the date upon which the liability to which any claim

relating to any such representation or warranty is barred by all applicable statutes of limitations.

The Company's obligations under Paragraphs 1, 3, 5, 10, 11, 12, 13 and Appendix “A” and “B”,

attached hereto and deemed part of this Agreement, shall survive the termination, expiration, or

supersession of this Agreement until the date upon which the liability to which any claim relating

to any such representation or warranty is barred by all applicable statutes of limitations. The

Parties agree that their respective rights, obligations and duties that by their nature extend beyond

the termination or expiration of this Agreement shall survive any termination or expiration and

remain in effect thereafter until the date upon which the liability to which any claim relating to

this Agreement is barred by all applicable statutes of limitations.

If you are in agreement with the foregoing, please execute and return an executed copy of this

Finders Fee Agreement to Vestech Securities, Inc. at asatloff@e-vestech.com with a cc to

jhuang@e-vestech.com.

IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto on

the date, or dates, set forth below.

Company: High Sierra Technologies, Inc.

Signature: /s/ Vincent C. Lombardi

By: Vincent C. Lombardi

Title: President and Chief Executive Officer

Date: February 24, 2022

1495 Ridgeview Drive, Suite 230A

Reno, NV 89519

Finder: Vestech Securities, Inc.

Signature: /s/ Averell Satloff

By:Averell Satloff

Title: Head of Investment Banking

Date: February 25, 2022

Acknowledged:

Signature /s/ John Huang

By:John Huang

Title: Chief Executive Officer

Date: February 25, 2022

11477 Olde Cabin Road, Suite 310

St. Louis, MO 63141

Appendix A: Indemnity Letter

To: Vestech Securities, Inc.

Gentlemen:

This letter will confirm that High Sierra Technologies Inc.(“High Sierra”) has engaged

Vestech Securities, Inc. (“Finder”), to assist us as a Finder only, in connection with

the matters referred to in our letter dated February 24, 2022 (the "Finders

Agreement"). In consideration of Finder's agreement to act on our behalf in

connection with such matters, we agree to indemnify and hold harmless Finder and its

affiliates, and the respective officers, directors, employees, agents and representatives

of Finder, its affiliates and each other person, if any, controlling Finder or any of its

affiliates (Finder and each such other person being an "Indemnified Person") from

and against any losses, claims, damages or liabilities related to, arising out of or in

connection with the engagement (the "Engagement") under the Engagement Letter,

and will reimburse each Indemnified Person for all expenses (including fees and

expenses of counsel) as they are incurred in connection with investigating, preparing,

pursuing or defending any action, claim, suit, investigation or proceeding related to,

arising out of or in connection with the Engagement, whether or not pending or

threatened and whether or not any Indemnified Person is a party. We will not,

however, be responsible for any losses, claims, damages or liabilities (or expenses

relating thereto) that are judicially determined in a judgment not subject to appeal to

have resulted from the wrongful conduct or gross negligence of any Indemnified

Person.

We will not, without Finder's prior written consent, settle, compromise,

consent to the entry of any judgment in or otherwise seek to terminate any action,

claim, suit or proceeding in respect of which indemnification may be sought

hereunder (whether or not any Indemnified Person is a party thereto) unless such

settlement, compromise, consent or termination includes a release of each

Indemnified Person from any liabilities arising out of such action, claim, suit or

proceeding. No Indemnified Person seeking indemnification, reimbursement or

contribution under this agreement will, without our prior written consent, settle,

compromise, consent to the entity of any judgment in or otherwise seek to terminate

any action, claim, suit, investigation or proceeding referred to in the preceding

paragraph.

11477 Olde Cabin Rd, Suite 310 St. Louis, MO 63141

www.e-vestech.com

Office: 314.828.2111 Fax: 314-261-9188 Member FINRA, SIPC, and Registered MSRB

If the indemnification provided for in the first paragraph of this agreement is

judicially determined to be unavailable (other than in accordance with the third

sentence of the first paragraph hereof) to an Indemnified Person in respect of any

losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying

such Indemnified Person hereunder, we shall contribute to the amount paid or

payable by such Indemnified Person as a result of such losses, claims, damages or

liabilities (and expense relating thereto) (i) in such proportion as is appropriate to

reflect the relative benefits to the applicable Indemnified Person, on the one hand,

and us, on the other hand, of the Engagement or (ii)if the allocation provided by

clause (i) above is not available, in such proportion as is appropriate to reflect not only

the relative benefits referred to in such clause (i) but also the relative fault of each of

the applicable Indemnified Person and us, as well as any other relevant equitable

considerations; provided, however, that in no event shall any Indemnified Person's

aggregate contribution to the amount paid or payable exceed the aggregate amount of

fees actually received by Finder under the Finders Agreement. Assuming that we have

fully satisfied the amount of our obligations provided for herein to the Indemnified

Persons, and the Indemnified Persons shall have no further liabilities in connection

therewith, then we may take control of any pending action or litigation in order to

reduce the expenses in connection therewith. For the purposes of this agreement, the

relative benefits to us and the applicable Indemnified Person of the Engagement shall

be deemed to be in the same proportion as (a) the total value paid or contemplated to

be paid or received or contemplated to be received by us or our stockholders, as the

case may be, in the transaction or transactions that are the subject of the Engagement,

whether or not any such transaction is consummated, bears to (b) the fees paid to

Finder in connection with the Transaction.

Procedure: Upon obtaining knowledge of any claim which may give rise to

indemnification not involving a Third Party Claim, the Indemnified Person shall, as

promptly as practicable following the date the Indemnified Person has obtained such

knowledge, give written notice (which may be delivered by facsimile transmission,

with confirmation of receipt by the receiving party) of such claim for which

indemnification is sought (each, a "Claim") to us, but no failure to give such notice

shall relieve us of any liability hereunder (except to the extent we have suffered actual,

irreversible and material economic prejudice thereby). The Indemnified Person, at its

cost, shall furnish to us in good faith and in reasonable detail such information as the

Indemnified Person may have with respect to such Claim.

Promptly after receipt by an Indemnified Person of notice of the

commencement of any action, suit or proceeding involving a Claim by a third party

(each, a "Third Party Claim") against it, such Indemnified Person will give written

notice to us of the commencement of such Third Party Claim, and shall give the

11477 Olde Cabin Rd, Suite 310 St. Louis, MO 63141

www.e-vestech.com

Office: 314.828.2111 Fax: 314-261-9188 Member FINRA, SIPC, and Registered MSRB

Indemnifying Party such information with respect thereto as we may reasonably

request, but no failure to give such notice shall relieve us of any liability hereunder

(except to the extent we have suffered actual, irreversible and material economic

prejudice thereby). We shall have the right, but not the obligation, to assume the

defense and control the settlement of such Third Party Claim, at our cost and expense

(and not as a reduction in the amount of indemnification available hereunder), using

counsel selected by us and reasonably acceptable to the Indemnified Person. If we

satisfy the requirements of this agreement and desire to exercise our right to assume

the defense and control the settlement of such Third Party Claim, we shall give

written notice (the "Notice") to the Indemnified Person within fourteen (14) calendar

days of receipt of notice from the Indemnified Person of the commencement of or

assertion of any Third Party Claim stating that we shall be responsible for such Third

Party Claim. Notwithstanding the foregoing, the Indemnified Person shall have the

right: (i) to assume the defense and control the settlement of a Third Party Claim and

(ii) to employ separate counsel at our reasonable expense (provided that we shall not

be required to reimburse the expenses and costs of more than one law firm) and

control its own defense of a Third Party Claim if(x) the named parties to any such

action (including any impleaded parties) include both the Indemnified Person and us,

and the Indemnified Person shall have been advised by counsel that there are one or

more legal or equitable defenses available to the Indemnified Person that are different

from those available to us, (y) such Third Party Claim involves equitable or other non-

monetary damages or in the reasonable judgment of the Indemnified Person, such

settlement would have a continuing material adverse effect on the Indemnified

Person's business (including any material impairment of its relationships with

customers and suppliers) or (2) or in the reasonable judgment of the Indemnified

Person, we may not be able to satisfy fully such Third Party Claim. In addition, if we

fail to give the Indemnified Person the Notice in accordance with the terms hereof,

the Indemnified Person shall have the right to assume control of the defense of and

settle the Third Party Claim and all costs incurred in connection therewith shall

constitute damages of the Indemnified Person. For the avoidance of doubt, we

acknowledge that we will advance any retainer fees requited by legal counsel to an

Indemnified Person simultaneously with the engagement by such Indemnified Person

of such counsel, it being understood and agreed that the amount of such retainer shall

not exceed $25,000 and that such retainer shall be credited to fees incurred with the

balance (if any) refundable to us.

If at any time after we assume the defense of a Third Party Claim, any of the

conditions set forth in the paragraph above are no longer satisfied, the Indemnified

Person shall have the same rights as set forth above as if we never assumed the

defense of such claim.

11477 Olde Cabin Rd, Suite 310 St. Louis, MO 63141

www.e-vestech.com

Office: 314.828.2111 Fax: 314-261-9188 Member FINRA, SIPC, and Registered MSRB

Notwithstanding the foregoing, we or the Indemnified Person, as the case may

be, shall have the right to participate, at our or its own expense, in the defense of any

Third-Party Claim that the other party is defending.

If we assume the defense of any Third Party Claim in accordance with the

terms hereof, we shall have the right, upon 30 calendar days' prior written notice to

the Indemnified Person, to consent to the entry of judgment with respect to, or

otherwise settle such Third Party Claim; provided, however, that with respect to such

consent to the entry of judgment or settlement, the Indemnified Person will not have

any liability and will be fully indemnified with respect to all Third Party Claims.

Notwithstanding the foregoing, we shall not have the right to consent to the entry of

judgment with respect to, or otherwise settle a Third Party Claim if: (i) the consent to

judgment or settlement of such Third Party Claim involves equitable or other non-

monetary damages against the Indemnified Person, or (ii) in the reasonable judgment

of the Indemnified Person, such settlement would have a continuing effect on the

Indemnified Person's business (including any material impairment of its relationships

with customers and suppliers), without the prior written consent of the Indemnified

Person. In addition, the Indemnified Person shall have the sole and exclusive right to

settle any Third Party Claim on such terms and conditions as it deems reasonably

appropriate, (x) if we fail to assume the defense in accordance with the terms hereof,

or (y) to the extent such Third Party Claim involves only equitable or other monetary

relief, and shall have the right to settle any Third Party Claim involving monetary

damages with our consent, which consent shall not be unreasonably withheld.

The provisions of this agreement shall apply to the Engagement and any

modification thereof and shall remain in full force and effect regardless of any

termination, expiration, or the completion of your services under the Engagement

Letter.

Signature Page to Indemnity Letter Follows

11477 Olde Cabin Rd, Suite 310 St. Louis, MO 63141

www.e-vestech.com

Office: 314.828.2111 Fax: 314-261-9188 Member FINRA, SIPC, and Registered MSRB

Signature Page to Indemnity Letter

This letter agreement may be executed in counterparts and by facsimile

transmission and shall be governed by and construed in accordance with the laws of

the State of Missouri applicable to contacts executed and to be performed in that state

by a Court of proper jurisdiction sitting in St. Louis, Missouri.

Very truly yours,

High Sierra Technologies, Inc.

By: /s/ Vincent C. Lombardi

Vincent C. Lombardi, its President

ACCEPTED AND AGREED TO as of 24th of February, 2022

Vestech Securities, Inc.

By: /s/ Averell Satloff

Averell Satloff, Head of Investment Banking

Acknowledged: /s/ John Huang

John Huang, President, Vestech Securities, Inc.

11477 Olde Cabin Rd, Suite 310 St. Louis, MO 63141

www.e-vestech.com

Office: 314.828.2111 Fax: 314-261-9188 Member FINRA, SIPC, and Registered MSRB

[findersfeeagmt006.gif]

Appendix “B” to "Finders Agreement"

Definition of Legal Consideration, Transaction Value, or Value

"Legal Consideration", “Transaction Value”, or “Value” is defined as the total value of

all property (real or personal, tangible or intangible), cash, securities, or other benefits

received, or receivable, by the Company or its officers, directors or shareholders,

including without limitation, the aggregate of all amounts payable or receivable pursuant

to any warrants, options, stock appreciation rights, convertible or straight securities,

stock purchase rights, whether or not vested, including benefits received, or receivable

pursuant to any merger agreement, joint venture agreements, employment agreements,

consulting agreements, debt assumed, covenants not to compete, earn-out or contingent

payment rights, or other similar agreements, arrangements or understandings. Property

shall be valued at the fair market value thereof as agreed to by the parties hereto or if the

parties are unable to agree, as determined by a mutually acceptable independent

appraiser, the cost of which shall be borne by the Company. Securities which are

publicly traded shall be valued at the closing price of such securities as reported on a

national exchange, NASDAQ, OTC Markets, or other recognized trading platform, if so

listed or quoted, for the last day prior to the closing date of such Transaction; if the

securities are not so listed or quoted, the securities shall be valued in the same manner as

property described above. All debt instruments or evidences thereof, and all amounts

payable or benefits received, or receivable by the Company, or its officers, directors or

shareholders pursuant to any merger agreements, joint venture agreements, employment

agreements, consulting agreements, covenants not to compete, earn-out or contingent

payment rights, or other similar agreements, arrangements or understanding shall be

valued at the aggregate amount payable or receivable thereunder, whether such

payments or benefits receivable are absolute or contingent, and irrespective of the

period or uncertainty of payment or receipt, the rate of interest, if any, or the contingent

nature thereof.

Dated: February 24, 2022

Initialed:

/s/ VL

/s/ AWS AWS

/s/ JH

11477 Olde Cabin Rd, Suite 310 St. Louis, MO 63141

www.e-vestech.com

Office: 314.828.2111 Fax: 314-261-9188 Member FINRA, SIPC, and Registered MSRB