8-K

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) June 13, 2023

METAVESCO, INC.

(Exact name of registrant as specified in its charter)

Nevada	811-08387	54-1694665
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

410 Peachtree Pkwy, Suite 4245 Cumming, GA	30041
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (678) 341-5898

(Former name or former address, if changed since last report.)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Emerging growth company ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

Limited Liability Company Interest Purchase Agreement

On June 12, 2023, Metavesco, Inc. (the “Company,” “Buyer”) entered into a Limited Liability Company Interest Purchase Agreement (the “Purchase Agreement”) by and among the Company, as Buyer and, Eddie Rodriguez as Seller (collectively the “Parties”).

Eddie Rodriguez (the “Seller,” “Mr. Rodriguez,” the “Executive”) is the sole owner of Boring Brew LLC (“Boring”) and Bored Coffee Lab, LLC (“Bored”), both being limited liability companies, dually organized, in good standing and existing under the laws of the state of Florida. Under the terms of the Purchase Agreement, Seller has sold to Buyer all rights, titles and interests in Boring and Bored, free of all liens, encumbrances, security interests, charges, mortgages, indentures, or pledges for $45,000 USD and 500,000 restricted shares of Company Common stock, which were paid and issued upon the closing of the Purchase Agreement on June 13, 2023, as follows:

● On June 13, 2023, Thirty-Five Thousand USO (USD$35,000) was paid to Mr. Eddy Rodriguez, by wire transfer. Upon receipt of this payment, the parties agreed that these funds satisfied repayment of all advances made by Mr. Eddy Rodriguez to the Company;

● Ten Thousand USO (USD$10,000) paid to Mr. Eddy Rodriguez, by wire transfer; and,

● Five Hundred Thousand (500,000) restricted common shares of the Company, issued to Mr. Eddy Rodriguez.

In addition to the above payments for the purchase of Boring and Bored, the closing of the Purchase Agreement were conditioned upon the following provisions:

● At time of Closing, Buyer shall execute a five year employment or contract employment agreement with Mr. Rodriguez which shall include a yearly salary amount of $30,000 to be paid bi-weekly, (Yearly Salary will be adjusted annually depending on the time commitment) an equity incentive plan that will award 200,000 shares of Metavesco, Inc. common stock upon Boring Brew, LLC and Bored Coffee Lab, LLC exceeding a combined annual revenue of one million dollars ($1,000,000), 300,000 shares of Metavesco, Inc. common stock upon Boring Brew, LLC and Bored Coffee Lab, LLC exceeding a combined annual revenue of three million dollars ($3,000,000), 500,000 shares of Metavesco, Inc. common stock and Three Hundred Thousand Dollars ($300,000) upon Boring Brew, LLC and Bored Coffee Lab, LLC exceeding a combined annual revenue of five million dollars ($5,000,000). As a condition of employment, during the five year period following the execution of this agreement, should the acquired Company be subsequently sold by Metavesco, Inc., Mr. Eddy Rodriguez shall be entitled to receive 20% of net proceeds received by Metavesco, Inc. in said sale.

● At time of Closing, Buyer shall execute a one year employment or contract employment agreement with certain necessary consultants identified by Mr. Eddy Rodriguez as being instrumental in executing the business plan in the amount of $60,000 for year one.

Employment Agreement

Simultaneously, on June 13, 2023, Mr. Rodriguez, entered into an Employment Agreement with the Company, whereby Mr. Rodriguez (the “Executive”) shall work in the Executive role of Senior Advisor, according to the terms of the Employment Agreement and its Amendment, dated June 15, 2023, and retroactively effective to the Employment Agreement date. The terms of which are as follows:

Term. The term of employment (“Term”) commenced on June 12, 2023, and ends on the fifth (5) anniversary thereof, subject to automatic renewal of the Term, for additional one-year periods unless either the Company or Executive gives the other party written notice of intent not to renew the Term not less than ninety (90) days before the date on which the Term otherwise would automatically renew. Under the terms of the Employment Agreement, Mr. Rodrigues, shall be subject to the general direction of the Company’s Board of Directors while directly reporting to Ryan Schadel, CEO. Executive shall be responsible for the following operations within the Company:

● Concept and development of new coffee bags / coffee cans;

● Concept and development of new NFTs that feature memes related to coffee and blockchain;

● Concept and development of new merchandise related to Boring Brew (ie. T-shiits, Coffee Mugs, Hats .. );

● Facilitate partnership with existing NFT a1tist or NFT IP holders to develop new coffee products;

● Concept and development for new marketing campaigns related to Boring Brew/Bored Coffee Lab LLC;

● Support managing Boring Brew/ Bored Coffee Lab logistics;

● And, other duties, powers, and authority as are commensurate with his position as Senior Advisor.

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The Executive agrees to, commensurate with the Base Salary, agrees to devote his professional time and attention to the business and affairs of the Company. Notwithstanding the foregoing, the Executive shall be entitled to engage in (a) creation of other NFTs and any other intellectual property for his own personal profit, excluding any NFTs or other work for hire provided by him to the Company, (b) participate in other for-profit companies, businesses, or trade organizations at any time during the Term; provided that no venture compete directly with Boring Brew LLC or Bored Coffee Lab LLC, in each case to the extent such activities do not, either individually or in the aggregate, materially interfere with the performance of his duties and responsibilities to the Company.

Base Salary. During the Term, the Company shall pay to the Executive an annual salary of $30,000 (“Base Salary”). During the term of this agreement the Executive’s Base Salary will be reviewed yearly by the CEO of the Company, and the Executive, to consider increases in the Base Salary for each subsequent year after the first year. The first review will take place no later than one day after the yearly anniversary of the agreement. The Executive’s time commitment required will be the deciding factor for the increase of the Executive’s salary. The Base Salary shall be increased as of each anniversary of the Effective Date by agreement between the Executive and CEO of the Company. Executive’s Base Salary shall not be decreased (including after any increases pursuant to this Section without Executive’s written consent.

Equity/Bonus Incentive Plan. During the Term, the Company will award equity to the Executive as indicated by the following:

● 200,000 shares of Metavesco, Inc. common stock upon Boring Brew, LLC and Bored Coffee Lab, LLC exceeding a combined annual revenue of one million dollars ($1,000,000);

● 300,000 shares of Metavesco, Inc. common stock upon Boring Brew, LLC and Bored Coffee Lab, LLC exceeding a combined annual revenue of three million dollars ($3,000,000);

● 500,000 shares of Metavesco, Inc. common stock and Three Hundred Thousand Dollars ($300,000) upon Boring Brew, LLC and Bored Coffee Lab, LLC exceeding a combined annual revenue of five million dollars ($5,000,000).

Fringe Benefits, Perquisites, and Paid Time Off. During the Term, the Executive shall be entitled to participate in all fringe benefits and perquisites made available to other senior executives of the Company, such participation to be at levels, and on terms and conditions, that are commensurate with his or her or their position and responsibilities at the Company and that are no less favorable than those applicable to other senior executives of the Company. In addition, the Executive shall be eligible for 30 days (about 4 and a half weeks) of paid time off (“PTO”) per calendar year in accordance with the Company’s vacation and PTO policy, inclusive of vacation days and sick days and excluding standard paid Company holidays, in the same manner as PTO days for employees of the Company generally accrue. Accrued and unused PTO days may be caiTied over to the following calendar year.

Reimbursement of Expenses. The Company shall reimburse Executive for all reasonable business and travel expenses (including first class airplane travel) incurred in the performance of his or her or their job duties and the promotion of the Company’s business, promptly upon presentation of appropriate supporting documentation and otherwise in accordance with the expense reimbursement policy of the Company.

Termination; Change in Control. The Company may te1minate Executive’s employment for Cause. Executive may terminate his employment at any time for Good Reason. The Company may terminate Executive’s employment without Cause, or Executive may terminate Executive’s employment without Good Reason, in each case, upon providing the other party at least thirty (30) days’ written notice thereof. Upon termination of Executive’s employment, Executive shall be entitled to the compensation and benefits described in this agreement to the extent applicable and shall have no further rights to any compensation or benefits from the Company.

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Definitions. For purposes of this Agreement, the following terms have the following meanings: (i) “Accrued Benefits” shall mean: (i) accrued but unpaid Base Salary through the Termination Date, payable within thirty days following the Te1mination Date; (ii) any equity eamed but not issued with respect to the year preceding the year in which the Termination Date occurs, payable in accordance this agreement; (iii) any long-term incentive award (if applicable at the time due to any amendment of this agreement) earned but unpaid with respect to performance periods that ended in the year preceding the year in which Termination Date occurs, payable in accordance with the agreement; (iv) reimbursement for any unreimbursed business expenses incurred through the Termination Date payable within thirty days following the Termination Date; (v) accrued but unused PTO days; and (vi) all other payments, benefits, or fringe benefits to which Executive shall be entitled as of the Termination Date under the terms of this Agreement or any other applicable compensation arrangement or benefit, equity, or fringe benefit plan or program or grant. (ii) “Cause” shall mean: (i) Executive’s refusal to perform, or repeated failure to undertake good faith efforts to perform, the duties or responsibilities reasonably assigned to Executive by the Board, which, if curable, is not cured within thirty days after Executive’s written receipt of notice thereof from the Company; (ii) Executive’s engagement in willful gross misconduct or willful gross negligence in the course of carrying out his or her or their duties that results in material economic or reputational harm to the Company; (iii) Executive’s conviction of or plea of guilty or nolo contendere to a felony; or (iv) a material breach by Executive of this agreement, which, if curable, is not cured within thirty days after Executive’s receipt of written notice thereof from the Company. Termination of Executive’s employment shall not be deemed to be for Cause unless Executive has had a reasonable opportunity, together with counsel, to respond to all relevant allegations upon which a contemplated termination for Cause is based. (iii) “Good Reason” shall mean any of the following that has not been approved in writing in advance by Executive: (i) a diminution of Executive’s titles, duties, responsibilities, or authorities as set forth in this Agreement or Executive being required to report to another person other than the CEO; (ii) a reduction in Executive’s Base Salary, annual cash bonus opportunity, or annual long-term incentive award opp01tunity, or failure to pay earned compensation; or a material breach by the Company of this Agreement or any equity award agreement. (iii) a termination of employment by Executive during the two-year period following the occurrence of an event or circumstance constituting Good Reason shall be deemed a te1mination for Good Reason under this Agreement. In addition, any termination of employment by Executive during the one-year period following a Change in Control shall be deemed to be a te1mination for Good Reason under this Agreement. (iv) “Change in Control” shall be considered to have occurred when there is a substantial change in the effective control of the Company. (v) “Disability” shall mean that Executive has been unable, with or without reasonable accommodation and due to physical or mental incapacity, to substantially perform his duties and responsibilities hereunder for 120 consecutive days. (vi) “Severance Payments” shall mean a lump sum cash payment, payable on the Te1mination Date, equal to one year’s Base Salary at the annualized rate then in effect (or the rate that should be in effect but for any Base Salary diminution). (vii) “Termination Date” shall mean the date on which Executive’s employment hereunder terminates in accordance with this Agreement (which, in the case of a notice of non-renewal of the Term in accordance with the agreement, shall mean the date on which the Term expires).(b) Termination for Cause or Termination by Executive Without Good Reason. In the event that Executive’s employment hereunder is te1minated by the Company for Cause or by Executive without Good Reason, which shall include a non-renewal of the Te1m by Executive, Executive shall be entitled to receive the Accrued Benefits. (c) Termination Without Cause or Termination by Executive for Good Reason. In the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and the Severance Payments, except as otherwise provided pursuant to the agreement. (d) Termination Without Cause or Termination by Executive for Good Reason Due to a Change in Control. In the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason within two years following or six months prior to a Change in Control, Executive shall receive the Accrued Benefits and the Severance Payments. In the event the conditions of Section 4(b )(iv) are triggered, payment te1ms described within will be made in lieu of the Severance Payments. (e)Termination Due to Death or Disability. In the event that Executive’s employment hereunder is terminated due to Executive’s death or Disability, Executive shall receive the Accrued Benefits.

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Return of Company Property. Upon termination of Executive’s employment for any reason or under any circumstances, Executive shall promptly return any and all of the property of the Company and any Affiliates (including, without limitation, all computers, keys, credit cards, identification tags, documents, data, confidential info1mation, work product, and other proprietary materials), and other materials. Executive may retain Executive’s rolodex and similar address books provided that such items only include contact information.

Post-Termination Reasonable Cooperation. Executive agrees and covenants that, following the Term, Executive shall, to the extent reasonably requested by the Company, cooperate in good faith with the Company to assist the Company in the pursuit or defense of (except if Executive is adverse with respect to) any claim, administrative charge, or cause of action by or against the Company as to which Executive, by virtue of his or her or their employment with the Company or any other position that Executive holds that is affiliated with or was held at the request of the Company or its Affiliates, has relevant knowledge or information, including by acting as the Company’s representative in any such proceeding and, without the necessity of a subpoena, providing truthful testimony in any jurisdiction or forum. The Company shall reimburse Executive for his or her or their reasonable out-of-pocket expenses incun·ed in compliance with this Section 6(g) including any reasonable travel expenses and reasonable attorneys’ fees incurred by Executive and, in the event that Executive is required to spend substantial time on such matters, the Company shall compensate Executive at an hourly rate of $100 per hour. The Company shall use reasonable business efforts to provide Executive with reasonable advance written notice of its need for Executive’s reasonable cooperation and shall attempt to coordinate with Executive the time and place at which Executive’s reasonable cooperation shall be provided with the goal of minimizing the impact of such reasonable cooperation on any other material pre-scheduled business commitment that Executive may have. Executive’s cooperation described in this Section shall be subject to the maintenance of the indemnification provided under Section 7 hereof.

Indemnification. If Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to any Proceeding (as hereinafter defined) by reason of the fact that Executive is or was a director, officer, shareholder, employee, agent, trustee, consultant, or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his or her or their service hereunder as a director, officer, shareholder, employee, agent, trustee, consultant, or representative of another Person, or if any Claim (as hereinafter defined) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to Executive’s service in any of the foregoing capacities, then Executive shall promptly be indemnified and held harmless to the fullest extent permitted or authorized by any Company al1’angement, or if greater, by applicable law, against any and all costs, expenses, liabilities, and losses (including, without limitation, advancement and payment of attorney’s and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, with such legal fees advanced to the maximum extent pe1mitted by law) incu11”ed or suffered by Executive in connection therewith or in connection with seeking to enforce his or her or their rights under this Section, and such indemnification shall continue even if Executive has ceased to be a director, officer, shareholder, employee, agent, trustee, consultant, or representative of the Company or other Person and shall inure to the benefit of his or her or their heirs, executors, and administrators.

Other Tax Matters. Withholding. The Company shall withhold all applicable federal, state, and local taxes, social security, and workers’ compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement. (b) Section 409A. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from, or in the alternative, comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the published guidance thereunder (“Section 409A”). A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Section 409A unless such te1mination is also a “separation from service” within the meaning of Section 409 A and, for purposes of any such provision of this Agreement, references to a “termination,” “Te1mination Date” or like terms shall mean “separation from service.” Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A on the date of Executive’s “separation from service,” any payments or arrangements due upon a termination of Executive’s employment under any arrangement that constitutes a “nonqualified deferral of compensation” within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas. Regs. Section l.409A-l (including without limitation, the short-term defenal exemption or the pe1mitted payments under Treas. Regs. Section l .409A-1 (b )(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (a) the date which is six months after Executive’s “separation from service” for any reason other than death, or (b) the date of Executive’s death. All tax gross-up payments provided under this Agreement or any other agreement with Executive shall be made· or provided by the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes, in accordance with the requirements of Section 409A.

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Section 409A Gross-Up. The Company acknowledges and agrees that if any payment, award, benefit, or distribution (or any acceleration of any payment, award, benefit, or distribution) made or provided to Executive or for Executive’s benefit in connection with this Agreement, or Executive’s employment with the Company or the termination thereof (the “Payments”) are dete1mined to be subject to the additional taxes, interest, or penalties imposed by Section 409A, or any interest or penalties with respect to such additional taxes, interest, or penalties (such additional taxes, together with any such interest and penalties, are refe1Ted to collectively as the “Section 409A Tax”), then Executive will be entitled to receive an additional payment (a “409A Gross-Up Payment”) from the Company such that the net amount Executive retains after paying any applicable Section 409A Tax and any federal, state, or local income or FICA taxes on such 409A Gross-Up Payment, shall be equal to the amount Executive would have received if the Section 409A Tax were not applicable to the Payments. Unless otherwise agreed in writing by Executive and the Company, all determinations of the Section 409A Tax and 409A Gross-Up Payment, if any, will be made by an independent “big four” accounting firm designated by the Company, and such accounting firm shall be instructed to provide the Company and Executive with a written opinion of any determination such accounting firm has been requested to provide. The Company shall be responsible for such accounting firm’s fees. For purposes of determining the amount of the 409A Gross-Up Payment, if any, Executive will be deemed to pay federal income tax at the actual marginal rate of federal income taxation in the calendar year in which the total Payments are made and state and local income taxes at the actual marginal rate of taxation in the state and locality of Executive’s residence on the date the total Payments are made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes. If the Section 409A Tax is dete1mined by the Internal Revenue Service, on audit or otherwise, to exceed the amount taken into account hereunder in calculating the 409A Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the 409A Gross-Up Payment), the Company shall make another 409A Gross-Up Payment in respect of such excess (plus any interest, penalties, or additions payable by Executive with respect to such excess). The Company and Executive shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Section 409A Tax with respect to the total Payments. The 409A Gross-Up Payments provided to Executive shall be made no later than the tenth business day following the last date the Payments are made but in all events within the time period specified in Section.

Separation from Service. After any Termination Date, Executive shall have no duties or responsibilities that are inconsistent with having a “separation from service” within the meaning of Section 409A as of the Te1mination Date and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a “separation from service” as dete1mined under Section 409A and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of compensation” within the meaning of Section 409A and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of the Company.

Reimbursements. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A. To the extent that any reimbursements are taxable to Executive, such reimbursements shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incmTed. Reimbursements shall not be subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year.

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Parachute Payments; Gross-Up. Anything in this Agreement to the contrary notwithstanding, in the event that Executive shall become entitled to payments and/or benefits provided by this Agreement or any other amounts in the “nature of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company, or any arrangement or agreement with any person whose actions result in a change of ownership or effective control or a change in the ownership of a substantial portion of the assets of the corporation covered by Code Section 280G(b)(2) (a “280G Change in Control”), or any person affiliated with the Company or such person) as a result of a 2800 Change in Control (collectively the “Company Payments”), and such Company Payments will be subject to the tax (the “Excise Tax”) imposed by Code Section 4999, the Company shall pay to Executive at the time specified below (i) an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of any Excise Tax on the Company Payments and any U.S. federal, state, and for local income or payroll tax upon the Gross-Up Payment provided for by this paragraph, but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments and (ii) an amount equal to the product of any deductions disallowed for federal, state, or local income tax purposes because of the inclusion of the Gross-Up Payment in Executive’s adjusted gross income multiplied by Executive’s actual marginal rate of federal, state, or local income taxation, respectively, for the calendar year in which the Gross-Up Payment is to be made. (i) Unless otherwise agreed in writing by Executive and the Company, all determinations of the Company Payments and the Gross-Up Payments, if any, will be made by an independent “big four” accounting fitm designated by the Company with Executive’s approval (the “Accountant”), and the Accountant shall be instructed to provide the Company and Executive with a written opinion of any determination the Accountant has been requested to provide. (ii) For purposes of determining the amount of the Gross-Up Payment, Executive’s actual U.S. federal income tax rate in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at Executive’s actual rate of taxation in the state and locality of Executive’s residence for the calendar year in which the Company Payment is to be made, net of the maximum reduction in U.S. federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year, shall be used. (iii) In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined. (iv) The Gross-Up Payment or portion thereof provided for above shall be paid not later than the sixtieth day following a 2800 Change in Control which subjects Executive to the Excise Tax; provided, however, that if the amount of such Gross- Up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to Executive on such day an estimate, as determined in good faith by the Accountant, of the minimum amount of such payments and shall pay the remainder of such payments, as soon as the amount thereof can reasonably be determined, but in no event later than the ninetieth day after the occurrence of the event subjecting Executive to the Excise Tax. Notwithstanding any other provision of this Agreement, all Gross-Up Payments under this Section shall be paid pursuant to Section 8(b) of the Agreement. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to Executive, payable on the fifth day after demand by the Company (together with interest at the rate provided in Code Section 1274(b)(2)(B)).(v) The Company shall be responsible for all charges of the Accountant. (vi) The Company and Executive shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this provision.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description included in Item 1.01 above is incorporated into this item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number	Description
10.1	Limited Liability Company Interest Purchase Agreement effective as of June 13, 2023 by and between Eddy Rodriguez and Metavesco, Inc.
10.2	Employment Agreement dated June 13, 2023, effective as of June 13, 2023 by and between Eddy Rodriguez and Metavesco, Inc.
10.3	Employment Agreement Amendment dated June 15, effective as of June 13, 2023 by and between Eddy Rodriguez and Metavesco, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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

Date: June 20, 2023	METAVESCO, INC.
	By:	/s/ Ryan Schadel
		RYAN SCHADEL
		Chief Executive Officer Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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EX-10.1

Exhibit 10.1

LIMITED LIABILITY COMPANY

INTEREST PURCHASE AGREEMENT

THIS LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this June 12, 2023 by and among Metavesco, Inc., a corporation organized and existing under the laws of the State of Nevada with its principal place of business at 410 Peachtree Parkway, Suite 4245, Cumming, GA 30041 (“Buyer”), Eddy Rodriguez, an individual (“Seller”), collectively referred to as the “Parties”.

WHEREAS, Mr. Eddy Rodriguez is a member of, and the legal and beneficial owner of a 100% limited liability company interest (the “Eddy Rodriguez Interest”) in, Boring Brew, LLC and Bored Coffee Lab, LLC, both limited liability companies organized and existing under the laws of the State of Florida with its principal place of business at 2743 SW 28 CT, MIAMI, FL 33133 (the “Company”);

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from the Seller, the Interests, comprising all of the outstanding limited liability company interests in the Company; and

WHEREAS, the Parties wish to enter into this Agreement setting out the terms and conditions for the sale by the Seller, and the purchase by Buyer, of the Interests.

NOW, THEREFORE, for and in consideration of the foregoing, and the representations, warranties and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

SALE AND PURCHASE OF INTERESTS

Section 1.1. Sale and Purchase. Subject to the terms and conditions set forth herein, at the Closing (as defined below), the Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire, accept and receive from the Seller, all of the Seller’s right, title and interest in, under and to the Interests, free and clear of all liens, encumbrances, security interests, charges, mortgages, indentures, pledges, options, rights of other Persons (as defined below), voting trusts, restrictions and claims of any kind (collectively, “Liens”).

Section 1.2. Purchase Price. The total purchase price for the Interests shall include the sum of Forty-Five Thousand United States Dollars (“USD”) (USD$45,000) and Five Hundred Thousand (500,000) restricted shares of Metavesco, Inc. common stock (the “Shares”).

payable at the Closing as follows:

(a)	The amount of Thirty-Five Thousand USD (USD$35,000) shall be paid to Mr. Eddy Rodriguez, by wire transfer of immediately available funds, to such account as Mr. Eddy Rodriguez shall have designated in writing prior to the Closing and it is agreed that these funds will satisfy repayment of all advances made by Mr. Eddy Rodriguez to the Company; and
(b)	The amount of Ten Thousand USD (USD$10,000) shall be paid to Mr. Eddy Rodriguez, by wire transfer of immediately available funds, to such account as Mr. Eddy Rodriguez shall have designated in writing prior to the Closing;
(c)	The total of Five Hundred Thousand restricted common shares of Metavesco, Inc., Cusip 941872, issued to Mr. Eddy Rodriguez.

ARTICLE II

THE CLOSING

Section 2.1. Closing. Subject to the satisfaction or waiver of each of the conditions set forth herein, the consummation of the transaction contemplated by this Agreement (the “Closing”) shall take place at 4 p.m., New York, NY time, on June 13, 2023 or at such other time and on such other date as may be mutually agreed upon by the Parties (the “Closing Date”).

Section 2.2. Deliveries by Seller. At the Closing, the Seller shall deliver to Buyer the following documents or instruments, in form and substance reasonably satisfactory to Buyer:

(a) Assignment of Limited Liability Company Interest, duly executed by Mr. Eddy Rodriguez; substantially in the form attached hereto as Exhibit A-1 and Exhibit A-2.

(b) the resignation of the Manager of the Company, duly executed by Mr. Eddy Rodriguez;

(c) a certificate from the Seller, substantially in the form attached hereto as Exhibit B, dated as of the Closing Date and duly executed by the Seller, certifying as to the matters specified therein; and

(d) such further documents (including, without limitation, instruments of assignment, conveyance, transfer or confirmation) as may be reasonably necessary for (i) the Seller to convey and transfer to Buyer, and Buyer to acquire and accept from the Seller, the Interests, free and clear of all Liens, and (ii) Buyer to become a member of the Company, or as may be otherwise reasonably requested by Buyer.

Section 2.3. Deliveries by Buyer. At the Closing, Buyer shall pay the Total Purchase Price as provided in Section 1.2 hereof and deliver to the Seller the following documents or instruments, in form and substance reasonably satisfactory to the Seller:

(a)	a counterpart of each the Interest Assignment, duly executed by Buyer;
(b)	a certificate from Buyer, substantially in the form attached hereto as Exhibit C, dated as of the Closing Date and duly executed by Buyer, certifying as to the matters specified therein; and
(c)	such further documents (including, without limitation, instruments of assumption, acquisition, acceptance or confirmation) as may be reasonably necessary for (i) the Seller to convey and transfer to Buyer, and Buyer to acquire and accept from the Seller, the Interests, free and clear of all Liens, and (ii) Buyer to become a member of the Company, or as may be otherwise reasonably requested by the Seller.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1. Representations and Warranties of Seller. Each Seller represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows:

(a)	Boring Brew, LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida. Eddy Rodriguez has the requisite limited liability company power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated hereby.
(b)	Bored Coffee Lab, LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida. Eddy Rodriguez has the requisite limited liability company power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated hereby.
(c)	Mr. Eddy Rodriguez (i) is the sole record holder and beneficial owner of the Eddy Rodriguez Interest, free and clear of all Liens, (ii) has good and marketable title to the Eddy Rodriguez Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Eddy Rodriguez Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Eddy Rodriguez Interest to any other Person.
(d)	Mr. Eddy Rodriguez, in his capacity as Manager of the Company, consents to the sale of the Eddy Rodriguez Interest.
(e)	The Company has no undisclosed obligations or liabilities.

(f) Seller (i) understands that the Common Stock Consideration to be issued and sold to Seller, has not been, and will not be, registered under the Securities Act or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (ii) is receiving rights under such Common Stock solely for such Person’s own account for investment purposes, and not with a view to the distribution thereof, (iii) is a sophisticated investor with knowledge and experience in business and financial matters, and (iv) is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Seller has had an opportunity to discuss Purchaser’s business, management, financial affairs with Purchaser’s management. Seller acknowledges that it is informed as to the risks of the transactions contemplated by this Agreement and of ownership of the Common Stock Consideration. Seller acknowledges that the no shares of the Common Stock Consideration may be be sold, transferred offered for sale, pledged, hypothecated or otherwise disposed of, unless such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under the Securities Act or sold pursuant to an exemption from registration under the Securities Act, and any applicable state or foreign securities laws. Seller has carefully read the provisions of this representation and warranty, has had the opportunity to confer with counsel, and makes this representation and warranty relying solely upon its own judgment and the judgment of his legal counsel.

The Seller understands that the share certificates, instrument or book entry evidencing the Common Stock Consideration and any shares of Common Stock issued in respect of or exchange for the Preferred Stock Consideration, may be notated with any legend required by the securities laws of any state to the extent such laws are applicable to the securities including the following legend:

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

Section 3.2. Representations and Warranties of Buyer. Buyer represents and warrants to the Seller, as of the date hereof and as of the Closing Date, as follows:

(a)	Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer has the requisite corporate power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Buyer Documents, and to consummate the transaction contemplated hereby.
(b)	The execution and delivery by Buyer of, and the performance by Buyer of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by Buyer at the Closing pursuant to this Agreement (collectively, the “Buyer Documents”) and the consummation by Buyer of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of Buyer, (ii) do not and will not require any further or additional consent, approval or authorization of Buyer, (iii) do not and will not violate, contravene or conflict with the Certificate of Incorporation or Bylaws of Buyer or any law, regulation, judgment, order or decree to which Buyer or any of its assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which Buyer is a party, by which Buyer is bound or to which any of Buyer’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of Buyer’s assets.
(c)	This Agreement constitutes and each of the other Buyer Documents will constitute the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(d)	To the best of Buyer’s knowledge, there are no Claims against or affecting Buyer that restrain or prohibit (or seek to restrain or prohibit) the consummation by Buyer of the transaction contemplated hereby.

ARTICLE IV

COVENANTS

Section 4.1. Pre-Closing Covenants of Seller. Prior to the Closing, the Seller (including, in the case of Mr. Eddy Rodriguez, in his capacity as Manager of the Company) shall perform or comply with the following covenants:

(a)	The Seller shall deliver to Buyer (i) a copy of the Articles of Organization of the Company, certified by the Secretary of State of the State of Florida, (ii) a true and correct copy of the Company’s Operating Agreement, (iii) a certificate from the Secretary of State of the State of Florida, certifying as to the existence and good standing of the Company, and (iv) a true and correct copy of each of the Existing Agreements.
(b)	Seller will not cause or permit the Company to enter into any agreement or amend, modify or terminate any of the Existing Agreements, without the prior written consent of Buyer.
(c)	Seller will not cause or permit the Company to, amend, modify or terminate the Company’s Operating Agreement without the prior written consent of Buyer.
(d)	Seller shall refrain from, directly or indirectly, asserting, commencing or instituting, or causing to be asserted, commenced or instituted, any Claim before any Governmental Authority, or taking any other action whatsoever to attempt to invalidate, void or otherwise challenge the validity or enforceability of all or any part of this Agreement.
(e)	Seller shall use all commercially reasonable efforts to fulfill and perform all conditions and obligations to be fulfilled and performed by it under this Agreement at the earliest practicable time, and to cause the transaction contemplated by this Agreement to be consummated in accordance herewith.
(f)	Seller shall cause the Company to be managed and operated in the ordinary course of business and consistent with past practices, and shall not cause, permit or consent to any action that is inconsistent therewith without the prior written consent of Buyer.

Section 4.2. Membership in Company. Seller) hereby (a) consents to Buyer being admitted as and becoming a member of the Company at the Closing and (b) acknowledges and agrees that, at the Closing, such Seller shall cease (i) to be a member of the Company and (ii) to have the power to exercise any right, power or remedy as a member of the Company.

Section 4.3 Pre-Closing Covenants of Buyer. Buyer hereby agrees that the following Intellectual Property belongs personally to the Seller and is exempted from the purchase and sale of interest, all of the following NFTs that were created and used by the Seller;

Bored Ape Yacht Club (BAYC) #5502

Bored Ape Yacht Club (BAYC) #6254

Bored Ape Kennel Club (BAKC) #477

CryptoPunk #8335

CryptoDickbutt #992

CryptoDickbutt #2332

Meebit #5007

Meebit #18029

ARTICLE V

CONDITIONS TO CLOSING

Section 5.1. Conditions to Closing. The obligation of the Seller to sell and transfer the Interests and to consummate the transaction contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of all of the conditions precedent set forth in this Section 5.1.

(a)	At time of Closing, Buyer shall execute a five year employment or contract employment agreement with Eddy Rodriguez which shall include a yearly salary amount of $30,000 to be paid bi-weekly,(Yearly Salary will be adjusted annually depending on the time commitment) an equity incentive plan that will award 200,000 shares of Metavesco, Inc. common stock upon Boring Brew, LLC and Bored Coffee Lab, LLC exceeding a combined annual revenue of one million dollars ($1,000,000), 300,000 shares of Metavesco, Inc. common stock upon Boring Brew, LLC and Bored Coffee Lab, LLC exceeding a combined annual revenue of three million dollars ($3,000,000), 500,000 shares of Metavesco, Inc. common stock and Three Hundred Thousand Dollars ($300,000) upon Boring Brew, LLC and Bored Coffee Lab, LLC exceeding a combined annual revenue of five million dollars ($5,000,000). As a condition of employment, during the five year period following the execution of this agreement, should the acquired Company be subsequently sold by Metavesco, Inc., Mr. Eddy Rodriguez shall be entitled to receive 20% of net proceeds received by Metavesco, Inc. in said sale.
(b)	Seller is authorized to extend an employment and or independent consultation contract with certain necessary consultants identified by the Seller as being instrumental in executing the business plan for the business. No contract will be for more than one year and no salary or compensation for more than $60,000 for each consultant and or contract employee.
(c)	At time of Closing, Buyer shall execute a one year employment or contract employment agreement with certain necessary consultants identified by Mr. Eddy Rodriguez as being instrumental in executing the business plan in the amount of $60,000 for year one.
(d)	All representations and warranties of Buyer contained in this Agreement or in any of the Buyer Documents shall be true and correct in all material respects as of the date hereof or thereof and as of the Closing Date;
(e)	Buyer shall have performed and complied with, in all material respects, all covenants, obligations and conditions required by this Agreement to be performed or complied with by Buyer prior to or on the Closing Date;
(f)	No injunction, order or decree of any Governmental Authority shall be in effect which restrains or prohibits the consummation of the transaction contemplated by this Agreement at the Closing;
(g)	The Seller shall have received the documents required to be delivered by Buyer pursuant to Section 2.3 hereof;
(h)	The form and substance of all Buyer Documents shall be reasonably satisfactory to the Seller; and
(i)	Buyer shall have paid the Purchase Price to the Seller in accordance with Section 1.2 hereof

Section 6.1. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada without regard to its choice-of-law and conflicts-of-laws rules, except to the extent that the laws of the State of Maryland mandatorily apply.

IN WITNESS WHEREOF, the Parties have caused this Limited Liability Company Interest Purchase Agreement to be duly executed and delivered by their duly authorized representatives as of the date first written above.

Metavesco, INC.
By:
Name:	Ryan Schadel
Title:	CEO
By:
Name:	Eddy Rodriguez

EXHIBIT A-2

FORM OF ASSIGNMENT AND ASSUMPTION OF

LIMITED LIABILITY COMPANY INTEREST – Boring Brew

ASSIGNMENT AND ASSUMPTION OF

LIMITED LIABILITY COMPANY INTEREST

THIS ASSIGNMENT AND ASSUMPTION OF LIMITED LIABILITY COMPANY INTEREST (this “Assignment”) is made as of this 13th day of June , 2023 by and between Eddy Rodriguez, [an individual] (“Assignor”), and Metavesco, Inc., a Nevada corporation (“Assignee”).

WHEREAS, Boring Brew, LLC, a Florida limited liability company (the “Company”), was formed pursuant to the filing of the Articles of Organization of the Company with the Secretary of State of the State of Florida;

WHEREAS, Assignor owns and holds 100% of the outstanding limited liability company interests in the Company (the “Assigned Interest”); and

WHEREAS, Assignor and Assignee wish to effect the assignment and transfer of the Assigned Interest by Assignor to Assignee pursuant to the Agreement by means of this Assignment.

NOW, THEREFORE, for and in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Assignment. Assignor hereby assigns, transfers, conveys and sets over to Assignee, its successors and assigns, all of Assignor’s right, title and interest in, under and to the Assigned Interest, including, without limitation, (a) all rights to share in such profits and losses, to receive such distribution or distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which Assignor, as owner of the Assigned Interest, was entitled, (b) all right, title and interest in and to Assignor’s capital account with respect to the Assigned Interest, (c) all right, title and interest of Assignor in connection with Assignor’s ownership of the Assigned Interest under and pursuant to the Operating Agreement, (d) all rights of Assignor as owner of the Assigned Interest to exercise any and all rights, powers and remedies with respect to the Assigned Interest and to participate in the management of the business and affairs of the Company as and to the extent provided or permitted under the Operating Agreement, and (e) all other rights otherwise inuring to Assignor by virtue of owning the Assigned Interest.

2. Acceptance and Assumption. Assignee hereby accepts the assignment and transfer of the Assigned Interest as provided in Section 1 hereof and agrees to assume all obligations and duties of Assignor with respect to the Assigned Interest from and after the execution and delivery of this Assignment.

3. Membership in Company. Assignor hereby (a) consents to Buyer being admitted as and becoming a member of the Company upon the execution and delivery of this Assignment, and (b) acknowledges and agrees that Assignor hereby ceases (i) to be a member of the Company and (ii) to have the power to exercise any right, power or remedy as a member of the Company.

4. Amendment and Restatement of Operating Agreement. Assignee shall have the right to amend and restate the Operating Agreement upon or after the execution and delivery of this Assignment to reflect the terms and conditions of this Assignment and incorporate such other terms and conditions as Assignee may find acceptable in its sole discretion.

5. Miscellaneous.

(a) Governing Law. This Assignment shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its choice-of-law and conflicts-of-laws rules, except to the extent that the laws of the State of Maryland mandatorily apply.

(b) Severability. Any provision of this Assignment which is illegal, invalid or unenforceable in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Assignment in any jurisdiction. If the final judgment of a court of competent jurisdiction declares that any provision of this Assignment is illegal, invalid or unenforceable, the parties hereto agree that such court shall have the power to modify such provision consistent with the intent of the parties hereto.

(c) Headings. The section headings contained in this Assignment are for convenience only and shall not be considered in the interpretation or construction of the provisions of this Assignment.

(d) Binding Nature. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

(e) Counterparts. This Assignment may be executed in any number of counterparts and such counterparts may be exchanged by means of electronic mail or facsimile

transmission, and each of such counterparts shall be deemed an original but all of them together shall constitute one and the same instrument. In the event that counterparts of this Assignment are executed and exchanged by electronic mail or facsimile transmission, the parties hereto shall endeavor to exchange original executed counterparts of this Assignment.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption of Limited Liability Interest to be duly executed and delivered as of the date first written above.

ASSIGNOR:
By:
Name:	Eddy Rodriguez
Title:	Member
ASSIGNEE:
Metavesco, INC.
By:
Name:
Title:

EXHIBIT A-1

FORM OF ASSIGNMENT AND ASSUMPTION OF

LIMITED LIABILITY COMPANY INTEREST – Bored Coffee Lab

ASSIGNMENT AND ASSUMPTION OF

LIMITED LIABILITY COMPANY INTEREST

THIS ASSIGNMENT AND ASSUMPTION OF LIMITED LIABILITY COMPANY INTEREST (this “Assignment”) is made as of this 13th day of June , 2023 by and between Eddy Rodriguez, [an individual] (“Assignor”), and Metavesco, Inc., a Nevada corporation (“Assignee”).

WHEREAS, Bored Coffee Lab, LLC, a Florida limited liability company (the “Company”), was formed pursuant to the filing of the Articles of Organization of the Company with the Secretary of State of the State of Florida;

WHEREAS, Assignor owns and holds 100% of the outstanding limited liability company interests in the Company (the “Assigned Interest”); and

WHEREAS, Assignor and Assignee wish to effect the assignment and transfer of the Assigned Interest by Assignor to Assignee pursuant to the Agreement by means of this Assignment.

NOW, THEREFORE, for and in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Assignment. Assignor hereby assigns, transfers, conveys and sets over to Assignee, its successors and assigns, all of Assignor’s right, title and interest in, under and to the Assigned Interest, including, without limitation, (a) all rights to share in such profits and losses, to receive such distribution or distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which Assignor, as owner of the Assigned Interest, was entitled, (b) all right, title and interest in and to Assignor’s capital account with respect to the Assigned Interest, (c) all right, title and interest of Assignor in connection with Assignor’s ownership of the Assigned Interest under and pursuant to the Operating Agreement, (d) all rights of Assignor as owner of the Assigned Interest to exercise any and all rights, powers and remedies with respect to the Assigned Interest and to participate in the management of the business and affairs of the Company as and to the extent provided or permitted under the Operating Agreement, and (e) all other rights otherwise inuring to Assignor by virtue of owning the Assigned Interest.

2. Acceptance and Assumption. Assignee hereby accepts the assignment and transfer of the Assigned Interest as provided in Section 1 hereof and agrees to assume all obligations and duties of Assignor with respect to the Assigned Interest from and after the execution and delivery of this Assignment.

3. Membership in Company. Assignor hereby (a) consents to Buyer being admitted as and becoming a member of the Company upon the execution and delivery of this Assignment, and (b) acknowledges and agrees that Assignor hereby ceases (i) to be a member of the Company and (ii) to have the power to exercise any right, power or remedy as a member of the Company.

4. Amendment and Restatement of Operating Agreement. Assignee shall have the right to amend and restate the Operating Agreement upon or after the execution and delivery of this Assignment to reflect the terms and conditions of this Assignment and incorporate such other terms and conditions as Assignee may find acceptable in its sole discretion.

5. Miscellaneous.

(a) Governing Law. This Assignment shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its choice-of-law and conflicts-of-laws rules, except to the extent that the laws of the State of Maryland mandatorily apply.

(b) Severability. Any provision of this Assignment which is illegal, invalid or unenforceable in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Assignment in any jurisdiction. If the final judgment of a court of competent jurisdiction declares that any provision of this Assignment is illegal, invalid or unenforceable, the parties hereto agree that such court shall have the power to modify such provision consistent with the intent of the parties hereto.

(c) Headings. The section headings contained in this Assignment are for convenience only and shall not be considered in the interpretation or construction of the provisions of this Assignment.

(d) Binding Nature. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

(e) Counterparts. This Assignment may be executed in any number of counterparts and such counterparts may be exchanged by means of electronic mail or facsimile

transmission, and each of such counterparts shall be deemed an original but all of them together shall constitute one and the same instrument. In the event that counterparts of this Assignment are executed and exchanged by electronic mail or facsimile transmission, the parties hereto shall endeavor to exchange original executed counterparts of this Assignment.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption of Limited Liability Interest to be duly executed and delivered as of the date first written above.

ASSIGNOR:
By:
Name:	Eddy Rodriguez
Title:	Member
ASSIGNEE:
Metavesco, INC.
By:
Name:
Title:

EXHIBIT B

FORM OF SELLER’S CLOSING CERTIFICATE

CERTIFICATE

This Certificate is executed and delivered by Eddy Rodriguez (“Mr. Eddy Rodriguez”) the (“Seller”), pursuant to Sections 2.2(c) and (e) of the Limited Liability Company Interest Purchase Agreement dated as of June 13, 2023 (the “Agreement”) by and among Metavsco, Inc., a Nevada corporation and the Seller. Capitalized terms used but not defined in this Certificate shall have the respective meanings set forth in the Agreement.

Seller hereby certifies to Buyer as follows:

1. Attached hereto is the ASSIGNMENT AND ASSUMPTION OF LIMITED LIABILITY COMPANY INTEREST for Boring Brew, LLC and Bored Coffee Lab, LLC.

2. All representations and warranties of the Seller contained in the Agreement or in any of the Seller Documents were true and correct in all material respects as of the date of the Agreement or the Seller Documents, as the case may be, and are true and correct in all material respects as of the date hereof.

3. The Seller has performed and complied with, in all material respects, all covenants, obligations and conditions required by the Agreement to be performed or complied with by the Seller prior to or on the date hereof.

4. No injunction, order or decree of any Governmental Authority is in effect which restrains or prohibits the consummation of the transaction contemplated by the Agreement on the date hereof.

5. In reliance on the certifications made by Buyer in the Certificate of Buyer dated the date hereof, all of the conditions precedent to the obligation of the Seller to consummate the transaction contemplated by the Agreement have been satisfied.

IN WITNESS WHEREOF, the Seller has duly executed and delivered this Certificate on this 13th day of June , 2023.

By:
Name:	Eddy Rodriquez
Title:	Member

EXHIBIT C

FORM OF BUYER’S CLOSING CERTIFICATE

CERTIFICATE

This Certificate is executed and delivered by Metavesco, Inc., a Nevada corporation (“Buyer”), pursuant to Sections 2.3(b) and (c) of the Limited Liability Company Interest Purchase Agreement dated as of June 13, 2023 (the “Agreement”) by and among Buyer and Eddy Rodriguez (“Mr. Eddy Rodriguez”) the (“Seller”). Capitalized terms used but not defined in this Certificate shall have the respective meanings set forth in the Agreement.

Buyer hereby certifies to the Seller as follows:

1. Attached hereto is a true and correct copy of the resolutions of the Board of Directors of Buyer, authorizing the execution and delivery of the Agreement and the other Buyer Documents and the consummation by Buyer of the transaction contemplated thereby, and such resolutions have not been amended, repealed or rescinded and remains in full force and effect as of the date hereof.

2. All representations and warranties of Buyer contained in the Agreement or in any of the Buyer Documents were true and correct in all material respects as of the date of the Agreement or the Buyer Documents, as the case may be, and are true and correct in all material respects as of the date hereof.

3. Buyer has performed and complied with, in all material respects, all covenants, obligations and conditions required by the Agreement to be performed or complied with by Buyer prior to or on the date hereof.

4. No injunction, order or decree of any Governmental Authority is in effect which restrains or prohibits the consummation of the transaction contemplated by the Agreement on the date hereof.

5. In reliance on the certifications made by the Seller in the Certificate of the Seller dated the date hereof, all of the conditions precedent to the obligation of Buyer to consummate the transaction contemplated by the Agreement have been satisfied.

IN WITNESS WHEREOF, Buyer has duly executed and delivered this Certificate on this 30th day of June 13, 2023.

Metavesco, INC.

By:

Name:

Title:

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”) is made as of the date of execution (the “Effective Date”), by and between Metaveco Inc., a corporation organized and existing under the laws of the State of Nevada with its principal place of business at 410 Peachtree Parkway, Suite 4245, Cumming, GA 30041, (together with its successors and assigns, the (“Company”), and Eddy Rodriguez, (“Executive”) collectively referred to as the (“Parties”), RECITALS

WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, as the Company’s Senior Advisor.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

(a) Employment and Term. The Company hereby agrees to employ Executive, and Executive hereby accepts employment by the Company, on the terms and conditions hereinafter set forth. Executive’s term of employment by the Company under this Agreement (the “Term”) shall commence on the Effective Date and end on the fifth (5) anniversary thereof, subject to automatic renewal of the Term for additional one-year periods unless either the Company or Executive gives the other party written notice of intent not to renew the Term not less than ninety (90) days before the date on which the Term otherwise would automatically renew. Notwithstanding the foregoing, the Term may be terminated earlier in accordance with Section 5.

2. Position, Duties and Responsibilities, Location, and Commuting.

(a) Position and Duties. During the Term, the Company shall employ Executive as Senior Advisor. Executive shall have, subject to the general direction of the Company’s Board of Directors (the “Board”), general overall authority and responsibility for the following;

(i) Concept and development of new coffee bags / coffee cans

(ii) Concept and development of new NFTs that feature memes related to coffee and blockchain

(iii) Concept and development of new merchandise related to Boring Brew (ie. T-shirts, Coffee Mugs, Hats..)

(iv) Facilitate partnership with existing NFT artist or NFT IP holders to develop new coffee products

(v) Concept and development for new marketing campaigns related to Boring Brew / Bored Coffee Lab LLC

(vi) Support managing Boring Brew / Bored Coffee Lab logistics

(b) Executive shall also have such other duties, powers, and authority as are commensurate with his position as Senior Advisor. In this position, Executive shall report directly to Ryan Schadel, CEO.

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(c) Services and Efforts. Executive agrees to devote his efforts, energies, and skill to the discharge of the duties and responsibilities attributable to his position and commensurate with the Base Salary, except as set forth herein, agrees to devote his professional time and attention to the business and affairs of the Company. Notwithstanding the foregoing, Executive shall be entitled to engage in (a) creation of other NFTs and any other intellectual property for his own personal profit, excluding any NFTs or other work for hire provided by him to the Company, (b) participate in other for-profit companies, businesses, or trade organizations at any time during the Term; provided that no venture compete directly with Boring Brew LLC or Bored Coffee Lab LLC, in each case to the extent such activities do not, either individually or in the aggregate, materially interfere with the performance of his duties and responsibilities to the Company.

(d) Compliance with Company Policies. To the extent not inconsistent with the terms and conditions of this Agreement and with due regard for his or her or their position, Executive shall be subject to the Bylaws, policies, practices, procedures, and rules of the Company, including those policies and procedures set forth in the Company’s Code of Conduct and Ethics, but in no event shall anything in such documents be construed to expand the definition of Cause hereunder.

3. Telecommuting. It is understood due to the nature of the work that the Executive will not have a primary place of work and may choose to work from his personal residence or any other location that suits his needs.

4. Compensation.

(a) Base Salary. During the Term, the Company shall pay to the Executive an annual salary of $30,000 (“Base Salary”). During the term of this agreement the Executive’s Base Salary will be reviewed yearly by the CEO of the Company, and the Executive, to consider increases in the Base Salary for each subsequent year after the first year. The first review will take place no later than one day after the yearly anniversary of this agreement. The Executive’s time commitment required will be the deciding factor for the increase of the Executive’s salary. The Base Salary shall be increased as of each anniversary of the Effective Date by agreement between the Executive and CEO of the Company. Executive’s Base Salary shall not be decreased (including after any increases pursuant to this Section without Executive’s written consent.

(b) Equity/Bonus Incentive Plan. During the Term, the Company will award equity to the Executive as indicated by the following,

(i) 200,000 shares of Metavesco, Inc. common stock upon Boring Brew, LLC and Bored Coffee Lab, LLC exceeding a combined annual revenue of one million dollars ($1,000,000),

(ii) 300,000 shares of Metavesco, Inc. common stock upon Boring Brew, LLC and Bored Coffee Lab, LLC exceeding a combined annual revenue of three million dollars ($3,000,000),

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(iii) 500,000 shares of Metavesco, Inc. common stock and Three Hundred Thousand Dollars ($300,000) upon Boring Brew, LLC and Bored Coffee Lab, LLC exceeding a combined annual revenue of five million dollars ($5,000,000).

(iv) During the five year period following the execution of this agreement, should Boring Coffee Lab, LLC and or Boring Brew, LLC be subsequently sold by Metavesco, Inc., Executive shall be entitled to receive 20% of net proceeds received by Metavesco, Inc. in said sale

(v) If within a year after termination of this agreement or termination whether for without cause or executive good reason, the executive will receive the benefits of Section 4(b) if they are triggered within one year after the termination date.

5. Benefits and Perquisites.

(a) Fringe Benefits, Perquisites, and Paid Time Off. During the Term, Executive shall be entitled to participate in all fringe benefits and perquisites made available to other senior executives of the Company, such participation to be at levels, and on terms and conditions, that are commensurate with his or her or their position and responsibilities at the Company and that are no less favorable than those applicable to other senior executives of the Company. In addition, Executive shall be eligible for 30 days (about 4 and a half weeks) of paid time off (“PTO”) per calendar year in accordance with the Company’s vacation and PTO policy, inclusive of vacation days and sick days and excluding standard paid Company holidays, in the same manner as PTO days for employees of the Company generally accrue. Accrued and unused PTO days may be carried over to the following calendar year.

(b) Reimbursement of Expenses. The Company shall reimburse Executive for all reasonable business and travel expenses (including first class airplane travel) incurred in the performance of his or her or their job duties and the promotion of the Company’s business, promptly upon presentation of appropriate supporting documentation and otherwise in accordance with the expense reimbursement policy of the Company.

6. Termination; Change in Control.

(a) General. The Company may terminate Executive’s employment for Cause. Executive may terminate his employment at any time for Good Reason. The Company may terminate Executive’s employment without Cause, or Executive may terminate Executive’s employment without Good Reason, in each case, upon providing the other party at least thirty (30) days’ written notice thereof. Upon termination of Executive’s employment, Executive shall be entitled to the compensation and benefits described in this agreement to the extent applicable and shall have no further rights to any compensation or benefits from the Company. For purposes of this Agreement, the following terms have the following meanings:

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(i) “Accrued Benefits” shall mean: (i) accrued but unpaid Base Salary through the Termination Date, payable within thirty days following the Termination Date; (ii) any equity earned but not issued with respect to the year preceding the year in which the Termination Date occurs, payable in accordance this agreement; (iii) any long-term incentive award (if applicable at the time due to any amendment of this agreement) earned but unpaid with respect to performance periods that ended in the year preceding the year in which Termination Date occurs, payable in accordance with the agreement; (iv) reimbursement for any unreimbursed business expenses incurred through the Termination Date payable within thirty days following the Termination Date; (v) accrued but unused PTO days; and (vi) all other payments, benefits, or fringe benefits to which Executive shall be entitled as of the Termination Date under the terms of this Agreement or any other applicable compensation arrangement or benefit, equity, or fringe benefit plan or program or grant.

(ii) “Cause” shall mean: (i) Executive’s refusal to perform, or repeated failure to undertake good faith efforts to perform, the duties or responsibilities reasonably assigned to Executive by the Board, which, if curable, is not cured within thirty days after Executive’s written receipt of notice thereof from the Company; (ii) Executive’s engagement in willful gross misconduct or willful gross negligence in the course of carrying out his or her or their duties that results in material economic or reputational harm to the Company; (iii) Executive’s conviction of or plea of guilty or nolo contendere to a felony; or (iv) a material breach by Executive of this agreement, which, if curable, is not cured within thirty days after Executive’s receipt of written notice thereof from the Company. Termination of Executive’s employment shall not be deemed to be for Cause unless Executive has had a reasonable opportunity, together with counsel, to respond to all relevant allegations upon which a contemplated termination for Cause is based.

(iii) “Good Reason” shall mean any of the following that has not been approved in writing in advance by Executive: (i) a diminution of Executive’s titles, duties, responsibilities, or authorities as set forth in this Agreement or Executive being required to report to another person other than the CEO; (ii) a reduction in Executive’s Base Salary, annual cash bonus opportunity, or annual long-term incentive award opportunity, or failure to pay earned compensation; or a material breach by the Company of this Agreement or any equity award agreement. (iii) a termination of employment by Executive during the two-year period following the occurrence of an event or circumstance constituting Good Reason shall be deemed a termination for Good Reason under this Agreement. In addition, any termination of employment by Executive during the one-year period following a Change in Control shall be deemed to be a termination for Good Reason under this Agreement.

(iv) “Change in Control” shall be considered to have occurred when there is a substantial change in the effective control of the Company.

(v) “Disability” shall mean that Executive has been unable, with or without reasonable accommodation and due to physical or mental incapacity, to substantially perform his duties and responsibilities hereunder for 120 consecutive days.

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(vi) “Severance Payments” shall mean a lump sum cash payment, payable on the Termination Date, equal to one year’s Base Salary at the annualized rate then in effect (or the rate that should be in effect but for any Base Salary diminution).

(vii) “Termination Date” shall mean the date on which Executive’s employment hereunder terminates in accordance with this Agreement (which, in the case of a notice of non-renewal of the Term in accordance with the agreement, shall mean the date on which the Term expires).

(b) Termination for Cause or Termination by Executive Without Good Reason. In the event that Executive’s employment hereunder is terminated by the Company for Cause or by Executive without Good Reason, which shall include a non-renewal of the Term by Executive, Executive shall be entitled to receive the Accrued Benefits.

(c) Termination Without Cause or Termination by Executive for Good Reason. In the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and the Severance Payments, except as otherwise provided pursuant to the agreement.

(d) Termination Without Cause or Termination by Executive for Good Reason Due to a Change in Control. In the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason within two years following or six months prior to a Change in Control, Executive shall receive the Accrued Benefits and the Severance Payments. In the event the conditions of Section 4(b)(iv) are triggered, payment terms described within will be made in lieu of the Severance Payments.

(e) Termination Due to Death or Disability. In the event that Executive’s employment hereunder is terminated due to Executive’s death or Disability, Executive shall receive the Accrued Benefits.

(f) Return of Company Property. Upon termination of Executive’s employment for any reason or under any circumstances, Executive shall promptly return any and all of the property of the Company and any Affiliates (including, without limitation, all computers, keys, credit cards, identification tags, documents, data, confidential information, work product, and other proprietary materials), and other materials. Executive may retain Executive’s rolodex and similar address books provided that such items only include contact information.

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(g) Post-Termination Reasonable Cooperation. Executive agrees and covenants that, following the Term, Executive shall, to the extent reasonably requested by the Company, cooperate in good faith with the Company to assist the Company in the pursuit or defense of (except if Executive is adverse with respect to) any claim, administrative charge, or cause of action by or against the Company as to which Executive, by virtue of his or her or their employment with the Company or any other position that Executive holds that is affiliated with or was held at the request of the Company or its Affiliates, has relevant knowledge or information, including by acting as the Company’s representative in any such proceeding and, without the necessity of a subpoena, providing truthful testimony in any jurisdiction or forum. The Company shall reimburse Executive for his or her or their reasonable out-of-pocket expenses incurred in compliance with this Section 6(g) including any reasonable travel expenses and reasonable attorneys’ fees incurred by Executive and, in the event that Executive is required to spend substantial time on such matters, the Company shall compensate Executive at an hourly rate of $100 per hour. The Company shall use reasonable business efforts to provide Executive with reasonable advance written notice of its need for Executive’s reasonable cooperation and shall attempt to coordinate with Executive the time and place at which Executive’s reasonable cooperation shall be provided with the goal of minimizing the impact of such reasonable cooperation on any other material pre-scheduled business commitment that Executive may have. Executive’s cooperation described in this Section shall be subject to the maintenance of the indemnification provided under Section 7 hereof.

7. Indemnification.

(a) Indemnification. If Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to any Proceeding (as hereinafter defined) by reason of the fact that Executive is or was a director, officer, shareholder, employee, agent, trustee, consultant, or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his or her or their service hereunder as a director, officer, shareholder, employee, agent, trustee, consultant, or representative of another Person, or if any Claim (as hereinafter defined) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to Executive’s service in any of the foregoing capacities, then Executive shall promptly be indemnified and held harmless to the fullest extent permitted or authorized by any Company arrangement, or if greater, by applicable law, against any and all costs, expenses, liabilities, and losses (including, without limitation, advancement and payment of attorney’s and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, with such legal fees advanced to the maximum extent permitted by law) incurred or suffered by Executive in connection therewith or in connection with seeking to enforce his or her or their rights under this Section, and such indemnification shall continue even if Executive has ceased to be a director, officer, shareholder, employee, agent, trustee, consultant, or representative of the Company or other Person and shall inure to the benefit of his or her or their heirs, executors, and administrators.

(b) Definitions. For purposes of this Agreement, the following terms shall have the following meanings: “Affiliate” of a Person shall mean any Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; “Claim” shall mean any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information; “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, estate, board, committee, agency, body, employee benefit plan, or other person or entity; and “Proceeding” shall mean any threatened or actual action, suit, or proceeding, whether civil, criminal, administrative, investigative, appellate, formal, informal, or other.

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8. Other Tax Matters.

(a) Withholding. The Company shall withhold all applicable federal, state, and local taxes, social security, and workers’ compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement.

(b) Section 409A. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from, or in the alternative, comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the published guidance thereunder (“Section 409A”). A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Section 409A unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “Termination Date” or like terms shall mean “separation from service.” Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A on the date of Executive’s “separation from service,” any payments or arrangements due upon a termination of Executive’s employment under any arrangement that constitutes a “nonqualified deferral of compensation” within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (a) the date which is six months after Executive’s “separation from service” for any reason other than death, or (b) the date of Executive’s death. All tax gross-up payments provided under this Agreement or any other agreement with Executive shall be made or provided by the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes, in accordance with the requirements of Section 409A.

(c) Section 409A Gross-Up. The Company acknowledges and agrees that if any payment, award, benefit, or distribution (or any acceleration of any payment, award, benefit, or distribution) made or provided to Executive or for Executive’s benefit in connection with this Agreement, or Executive’s employment with the Company or the termination thereof (the “Payments”) are determined to be subject to the additional taxes, interest, or penalties imposed by Section 409A, or any interest or penalties with respect to such additional taxes, interest, or penalties (such additional taxes, together with any such interest and penalties, are referred to collectively as the “Section 409A Tax”), then Executive will be entitled to receive an additional payment (a “409A Gross-Up Payment”) from the Company such that the net amount Executive retains after paying any applicable Section 409A Tax and any federal, state, or local income or FICA taxes on such 409A Gross-Up Payment, shall be equal to the amount Executive would have received if the Section 409A Tax were not applicable to the Payments. Unless otherwise agreed in writing by Executive and the Company, all determinations of the Section 409A Tax and 409A Gross-Up Payment, if any, will be made by an independent “big four” accounting firm designated by the Company, and such accounting firm shall be instructed to provide the Company and Executive with a written opinion of any determination such accounting firm has been requested to provide. The Company shall be responsible for such accounting firm’s fees. For purposes of determining the amount of the 409A Gross-Up Payment, if any, Executive will be deemed to pay federal income tax at the actual marginal rate of federal income taxation in the calendar year in which the total Payments are made and state and local income taxes at the actual marginal rate of taxation in the state and locality of Executive’s residence on the date the total Payments are made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes. If the Section 409A Tax is determined by the Internal Revenue Service, on audit or otherwise, to exceed the amount taken into account hereunder in calculating the 409A Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the 409A Gross-Up Payment), the Company shall make another 409A Gross-Up Payment in respect of such excess (plus any interest, penalties, or additions payable by Executive with respect to such excess). The Company and Executive shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Section 409A Tax with respect to the total Payments. The 409A Gross-Up Payments provided to Executive shall be made no later than the tenth business day following the last date the Payments are made but in all events within the time period specified in Section.

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(d) Separation from Service. After any Termination Date, Executive shall have no duties or responsibilities that are inconsistent with having a “separation from service” within the meaning of Section 409A as of the Termination Date and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a “separation from service” as determined under Section 409A and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of compensation” within the meaning of Section 409A and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of the Company.

(e) Reimbursements. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A. To the extent that any reimbursements are taxable to Executive, such reimbursements shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. Reimbursements shall not be subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year.

(f) Parachute Payments; Gross-Up. Anything in this Agreement to the contrary notwithstanding, in the event that Executive shall become entitled to payments and/or benefits provided by this Agreement or any other amounts in the “nature of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company, or any arrangement or agreement with any person whose actions result in a change of ownership or effective control or a change in the ownership of a substantial portion of the assets of the corporation covered by Code Section 280G(b)(2) (a “280G Change in Control”), or any person affiliated with the Company or such person) as a result of a 280G Change in Control (collectively the “Company Payments”), and such Company Payments will be subject to the tax (the “Excise Tax”) imposed by Code Section 4999, the Company shall pay to Executive at the time specified below (i) an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of any Excise Tax on the Company Payments and any U.S. federal, state, and for local income or payroll tax upon the Gross-Up Payment provided for by this paragraph, but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments and (ii) an amount equal to the product of any deductions disallowed for federal, state, or local income tax purposes because of the inclusion of the Gross-Up Payment in Executive’s adjusted gross income multiplied by Executive’s actual marginal rate of federal, state, or local income taxation, respectively, for the calendar year in which the Gross-Up Payment is to be made.

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(i) Unless otherwise agreed in writing by Executive and the Company, all determinations of the Company Payments and the Gross-Up Payments, if any, will be made by an independent “big four” accounting firm designated by the Company with Executive’s approval (the “Accountant”), and the Accountant shall be instructed to provide the Company and Executive with a written opinion of any determination the Accountant has been requested to provide.

(ii) For purposes of determining the amount of the Gross-Up Payment, Executive’s actual U.S. federal income tax rate in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at Executive’s actual rate of taxation in the state and locality of Executive’s residence for the calendar year in which the Company Payment is to be made, net of the maximum reduction in U.S. federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year, shall be used.

(iii) In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined.

(iv) The Gross-Up Payment or portion thereof provided for above shall be paid not later than the sixtieth day following a 280G Change in Control which subjects Executive to the Excise Tax; provided, however, that if the amount of such Gross-Up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to Executive on such day an estimate, as determined in good faith by the Accountant, of the minimum amount of such payments and shall pay the remainder of such payments, as soon as the amount thereof can reasonably be determined, but in no event later than the ninetieth day after the occurrence of the event subjecting Executive to the Excise Tax. Notwithstanding any other provision of this Agreement, all Gross-Up Payments under this Section shall be paid pursuant to Section 8(b) of the Agreement. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to Executive, payable on the fifth day after demand by the Company (together with interest at the rate provided in Code Section 1274(b)(2)(B)).

(v) The Company shall be responsible for all charges of the Accountant.

(vi) The Company and Executive shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this provision.

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9. Notices. Except as otherwise specifically provided herein, any notice, consent, demand, or other communication to be given under or in connection with this Agreement shall be in writing and shall be deemed duly given when delivered personally, when transmitted by facsimile transmission, one day after being deposited with Federal Express or other nationally recognized overnight delivery service, or three days after being mailed by first class mail, charges or postage prepaid, properly addressed, if to the Company, at its principal office and, if to Executive, their provided address set forth following Executive’s signature below. Either party may change such address from time to time by notice to the other.

10. Governing Law; Forum; Attorneys’ Fees and Costs. This Agreement shall be governed by and construed and interpreted in accordance with the laws of Florida, without giving effect to any choice of law rules or other conflicting provision or rule that would cause the laws of any jurisdiction to be applied. The parties each submit to the exclusive jurisdiction of the federal courts (or state courts if federal jurisdiction is lacking) located within . In the event of a lawsuit or other legal proceeding arising out of or related to this Agreement in which Executive prevails (as determined by the deciding court), the Company shall reimburse Executive for Executive’s reasonable attorneys’ fees and costs incurred in connection with such lawsuit or legal proceeding, in addition to any other relief to which Executive may be entitled.

11. Amendments; Waivers. This Agreement may not be modified or amended or terminated except by an instrument in writing, signed by Executive and a duly-authorized officer of the Company (other than Executive). By an instrument in writing similarly executed (and not by any other means), either party may waive compliance by the other party with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. To be effective, any written waiver must specifically refer to the condition(s) or provision(s) of this Agreement being waived.

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12. Inconsistencies. In the event of any inconsistency between any provision of this Agreement and any provision of any Company arrangement, the provisions of this Agreement shall control, unless Executive and the Company otherwise agree in a writing that expressly refers to the provision of this Agreement that is being waived.

13. Assignment. Except as otherwise specifically provided herein, neither party shall assign or transfer this Agreement nor any rights hereunder without the consent of the other party, and any attempted or purported assignment without such consent shall be void; provided, however, that any assignment or transfer pursuant to a merger or consolidation, or the sale or liquidation of all or substantially all of the business and assets of the Company shall be valid, so long as the assignee or transferee (a) is the successor to all or substantially all of the business and assets of the Company, and (b) assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. Executive’s consent shall be required for any such transaction. This Agreement shall otherwise bind and inure to the benefit of the parties hereto and their respective successors, penalties, assigns, heirs, legatees, devisees, executors, administrators, and legal representatives.

14. Voluntary Execution; Representations. Executive acknowledges that (a) Executive has consulted with or has had the opportunity to consult with independent counsel of their own choosing concerning this Agreement and has been advised to do so by the Company, and (b) Executive has read and understands this Agreement, is competent and of sound mind to execute this Agreement, is fully aware of the legal effect of this Agreement, and has entered into it freely based on Executive’s own judgment and without duress. The Company represents and warrants that it is fully authorized, by any person or body whose authorization is required, to enter into this Agreement and to perform its obligations hereunder.

15. Headings. The headings of the Sections and subsections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

16. Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

17. Beneficiaries/References. Executive shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following Executive’s death by giving written notice thereof. In the event of Executive’s death or a judicial determination of Executive’s incompetence, references in this Agreement to Executive shall be deemed, where appropriate, to refer to Executive’s beneficiary, estate, or other legal representative.

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18. Survivorship. Except as otherwise set forth in this Agreement, the respective rights and obligations of the parties shall survive any termination of Executive’s employment.

19. Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction or arbitrator to be invalid, prohibited, or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited, or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

20. No Mitigation/No Offset. Executive shall be under no obligation to seek other employment or to otherwise mitigate the obligations of the Company under this Agreement, and there shall be no offset against amounts or benefits due to Executive under this Agreement or otherwise on account of any claim (other than any preexisting debts then due in accordance with their terms) the Company may have against Executive or any remuneration or other benefit earned or received by Executive after such termination.

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Signatures delivered by facsimile or PDF shall be effective for all purposes.

22. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, correspondence, understandings, and agreements between the parties, regarding the subject matter of this Agreement.

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Metavesco INC.

By:
	Ryan Schadel, CEO
Dated:

EXECUTIVE

By:
	Eddy Rodriguez
Dated:

Address for Notices: [executive address]

With a Copy to: Lanton Law, 2001 L Street N.W., Suite 500

Washington, D.C. 20036

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EX-10.3

Exhibit 10.3

AMENDMENT TO EXECUTIVE AGREEMENT FOR EDDY RODRIGUEZ

This AMENDMENT TO THE EMPLOYMENT AGREEMENT (“Agreement”) is made as of the date of execution (the “Effective Date”), by and between Metaveco Inc., a corporation organized and existing under the laws of the State of Nevada with its principal place of business at 410 Peachtree Parkway, Suite 4245, Cumming, GA 30041, (together with its successors and assigns, the (“Company”), and Eddy Rodriguez, (“Executive”) collectively referred to as the (“Parties”), RECITALS

WHEREAS, the Company and the Executive have entered into an Employment Agreement on June 13, 2023. The Company and the Executive desire to amend said Employment Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

1) AMENDMENT

Pursuant to Section 11 of the Employment Agreement the parties may amend the Agreement at any time with the written consent of both parties. The parties understand, this amendment will not affect any section not identified herein. Neither will this amendment agreement cancel, waive, or otherwise change any of the rights and obligations of the parties as to the overall Employment Agreement. It is understood by the parties the amendment does not change the status of the Executive nor his relationship to the Company.

i) Section 4(a) titled Compensation will have the following added to this section;

(1) Executive wishes to have all his compensation to be paid directly to EROD LLC., as stated in this section.

ii) Section 8(a) titled Withholding, will now read the following;

(1) The Executive will be paid his salary directly to EROD LLC on a biweekly basis and will be responsible for all applicable federal, state, and local taxes, social security, and workers’ compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement.

2) Governing Law; Forum; Attorneys’ Fees and Costs. This Amendment shall be governed by and construed and interpreted in accordance with the laws of Florida, without giving effect to any choice of law rules or other conflicting provision or rule that would cause the laws of any jurisdiction to be applied. The parties each submit to the exclusive jurisdiction of the federal courts (or state courts if federal jurisdiction is lacking) located within . In the event of a lawsuit or other legal proceeding arising out of or related to this Agreement in which Executive prevails (as determined by the deciding court), the Company shall reimburse Executive for Executive’s reasonable attorneys’ fees and costs incurred in connection with such lawsuit or legal proceeding, in addition to any other relief to which Executive may be entitled.

3) Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Signatures delivered by facsimile or PDF shall be effective for all purposes.

Metavesco INC.
By:
	Ryan Schadel, CEO
Dated:	6/15/2023

EXECUTIVE
By:
	Eddy Rodriguez
Dated:	6/13/2023

XML

Cover	Jun. 13, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 13, 2023
Entity File Number	811-08387
Entity Registrant Name	METAVESCO, INC.
Entity Central Index Key	0000924095
Entity Tax Identification Number	54-1694665
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	410 Peachtree Pkwy
Entity Address, Address Line Two	Suite 4245
Entity Address, City or Town	Cumming
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30041
City Area Code	(678)
Local Phone Number	341-5898
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false