Amendment
to Intellectual Property Purchase Agreement


 


This
Amendment to Intellectual Property Purchase Agreement (this “Amendment”) is executed and delivered as of May 12, 2018,
by and between Webstar Technology Group, Inc. a Wyoming corporation (the “Company”) and Webstar Networks Corporation,
a Florida corporation (“Webstar Networks”).


 


WHEREAS,
the Company and Webstar Networks are parties to that certain Intellectual Property Purchase Agreement dated as of June 30, 2017
(the “Agreement”);


 


WHEREAS,
Webstar Networks desires to contribute the Assets to the Company in exchange for 17,000,000 shares of the Company’s common
stock, par value $0.0001 (the “Common Stock”) upon the terms and subject to the conditions set forth in the Agreement
as amended by this Amendment;


 


WHEREAS,
Webstar Networks and the Company intend that the transactions contemplated by the Agreement qualify as a non-taxable transfer
of property to the Company by persons in control of the Company pursuant to Section 351 of the Internal Revenue Code of 1986,
as amended (the “Code”) and the Treasury Regulations promulgated thereunder; and


 


WHEREAS,
the Company and Webstar Networks wish to amend the Agreement as set forth herein;


 


NOW,
THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company
and Webstar Networks hereby agree as follows:


 


1.
Section 2.01(a)(iii) of the Agreement is hereby amended by deleting in its entirety Section 2.01(a)(iii).


 


2.
Section 2.01(b) of the Agreement is hereby amended by deleting in its entirety Section 2.01(b) and replacing it with the following:




 


(b)
In exchange for the transfer of the Assets to the Buyer by the Seller, on the Closing Date the Buyer shall pay to the Seller a
purchase price of (i) 17,000,000 shares (the “Shares”) of common stock, par value $0.0001 per share of the Buyer (the
“Common Stock”) and (ii) a promissory note, with a principal amount of $675,000, substantially in the form as attached
hereto as Exhibit A (the “Note”). The Common Stock and the Note shall be collectively referred to as the “Purchase
Price.


 


3.
Section 2.02(b) of the Agreement is hereby amended by adding the following:




 


(iv)
The Note, duly executed by an officer of the Buyer.


 


4.
Exhibit A of the Agreement is hereby amended by deleting in its entirety Section (iii) of such exhibit.




 


5.
Schedule 3 of the Agreement is hereby amended by deleting in its entirety Section 1 and by inserting the term “None”
in place thereof.


 


6.
Waiver of Certain Closing Conditions and Closing Date. Section 5.01(d) of the Agreement is hereby amended to provide that
the Company and Webstar Networks hereby waive the condition set forth in Section 5.01(d) of the Agreement, such condition providing
that the Company shall have completed a Public Offering on or prior to the Closing Date. Based on this waiver and the delivery
of the Bill of Sale and officer certificates on or prior to the date hereof, the Closing Date shall be deemed to be the date of
this Amendment.


 


7.
Miscellaneous. Except as specifically set forth herein, the provisions of the Agreement shall remain in full force and
effect and are hereby ratified and confirmed. This Amendment may be executed in counterpart signature pages and delivered via
facsimile transmission or by e-mail transmission in Adobe portable document format, and any such counterpart executed and delivered
via facsimile transmission or by e-mail transmission in Adobe portable document format shall be deemed an original of one instrument
for all intents and purposes. Defined terms used herein without definition shall have the meaning given to them in the Agreement.


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Company and Webstar Networks have duly executed this Amendment as of the date first set forth above.


 


	Webstar
    Technology Group, Inc. 	 	Webstar
                                         Technology Group, Inc.






	 	 	 	 
	By:	/s/
                                         Joseph Stingone
	 	/s/
                                         James Owens



	Name:	Joseph
                                         Stingone
	 	Name:	James
                                         Owens

	Title:	Chief
    Executive Officer	 	Title:	President/CEO


 




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EXHIBIT
A


 


FORM
OF PROMISSORY NOTE


 




    	 



    	 



    

 


NEITHER
THE ISSUANCE NOR SALE OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE NOTE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED
BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT
TO RULE 144 OR RULE 144A UNDER SAID ACT. 


 


	Principal
    Amount: $675,000	Issue
    Date: May 12, 2018


 


PROMISSORY
NOTE


 


FOR
VALUE RECEIVED, Webstar Technology Group, Inc., a Wyoming corporation (hereinafter called the “Borrower”), hereby
promises to pay to the order of Webstar Networks Corporation, a Florida corporation (the “Holder”) the principal sum
of $675,000, together with interest at the rate of three and one half percent (3.5%) per annum, at maturity or upon acceleration
or otherwise, as set forth herein (the “Note”).


 


This
Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.


 


The
following additional terms shall apply to this Note:


 


Article
I. PAYMENT AND CONVERSION
RIGHTS


 


1.1
Payment.


 


(a)
Maturity and Payment Time. The maturity date for the Note is the first business day following the completion of a Public
Offering (as defined below) (the “Maturity Date”). The term “Public Offering” means (i) the effective
date of a registration statement filed by the Borrower with the U.S. Securities and Exchange Commission (the “SEC”)
or (ii) such earlier date that the Buyer consummates a merger with or into a company whose securities are registered with the
SEC under the Securities Act and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company.
In the event the Public Offering has not occurred by December 31, 2019, the Maturity Date shall be January 1, 2020. On the Maturity
Date, Borrower shall pay to Holder the principal sum, as well as any accrued and unpaid interest and other fees relating to this
Note, if not earlier paid in accordance herewith. This Note may be prepaid in whole or in part at any time at the election of
the Borrower.


 


(b)
Interest. Any amount of principal or interest on this Note, which is not paid by the Maturity Date, shall bear interest
at the rate of three and one half percent (3.5%) per annum from the due date thereof until the same is paid (“Default Interest”).
Interest shall commence accruing on the Issue Date and shall be computed on the basis of a 365-day year and the actual number
of days elapsed.


 


(c)
Payment Details and Process. All payments due hereunder shall be made in United States Dollars (“USD”). All
payments shall be made at such address of the Holder as set forth in Section 3.2 or by wire transfer pursuant to instructions
provided by Holder to Borrower at least three business days prior to such payment. Whenever any amount expressed to be due by
the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day
which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full,
the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on
such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day
on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.


 






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1.2
No Conversion. This Note is not convertible into any other securities of the Borrower. 


 


Article
II. EVENTS OF DEFAULT


 


If
any of the following events occur, it shall be an “Event of Default” under this Note:


 


2.1
Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this
Note as and when required hereunder and such breach continues for a period of five (5) days following notice to the Borrower from
the Holder.


 


2.2
Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this
Note and any collateral documents and such breach continues for a period of ten (10) days after written notice thereof to the
Borrower from the Holder.


 


2.3
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein shall be false or
misleading in any material respect when made and the breach of which has had a material adverse effect on the rights of the Holder
with respect to this Note.


 


2.4
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,
for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower, and is
not dismissed or settled within and ten (10) days.


 


Upon
the occurrence and during the continuation of any Event of Default specified herein, exercisable through the delivery of written
notice to the Borrower by the Holder, the Note shall become immediately due and payable in full.


 


Article
III. MISCELLANEOUS


 


3.1
Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder or the Borrower in the exercise of any
power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies
existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


3.2
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, or electronic mail addressed as set forth below or to such other address as such party shall
have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery, upon electronic mail delivery with return receipt requested and received, at
the address or number designated below (if delivered on a business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier
service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be:


 


If
to the Borrower:


 


Webstar
Technology Group, Inc.


Attn:
Joseph Stingone


4231
Walnut Bend


Jacksonville,
FL 32257


Attn:
Joseph Stingone


Email:
jps@webstartechnologygroup.com


 






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With
a copy, which shall not constitute notice, to:


 


Legal
& Compliance, LLC


Attn:
Lazarus Rothstein, Esq.


330
Clematis Street, Suite 217


West
Palm Beach, FL 33401


Email:
lrothstein@LegalAndCompliance.com


 


If
to the Holder:


 


Webstar
Networks Corporation


555
8th St.


Unit
G


Holly
Hill, FL 32117


Attention:
James Owens


 


3.3
Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and
the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument
as originally executed, or if later amended or supplemented, then as so amended or supplemented.


 


3.4
Assignability. Holder may not assign this Note without the prior written consent of the Borrower, which may be withheld
by the Borrower in its sole discretion. This Note shall be binding upon the Borrower and its successors and assigns, and shall
inure to be the benefit of the Holder and its successors and assigns. 


 


3.5
Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Wyoming without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Note shall be brought only in the state and/or federal courts of Florida located in Palm Beach County, Florida. The parties
to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not
assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive
trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees and
costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party
hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in
connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any other manner permitted by law.


 


3.6
Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding
principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest
on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on
this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty
and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the
sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant
to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate
to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares
of Common Stock.


 


3.7
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that
the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened
breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing
economic loss and without any bond or other security being required.


 


[Signature
appears on following page]


 




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IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer as of the Issue Date.


 


	 	Webstar
    Technology Group, Inc.
	 	 	 
	 	By:	
	 	Name:	Joseph
    P. Stingone, Sr.
	 	Title:	Chief
    Executive Officer


 






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