AGREEMENT OF CONVEYANCE, TRANSFER
AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS


This Agreement of
Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”)
is made as of March 25, 2014, by Cubed, Inc., a Nevada corporation (“Assignor”), and Taylor Edgerton (“Assignee”).


 


WHEREAS, Assignor has been
engaged in the business of owning and exploring certain mining claims in Plumas County, California (the “Business”);
and


 


WHEREAS, Assignor desires
to convey, transfer and assign to Assignee, and Assignee desires to acquire from Assignor, all of the assets of Assignor relating
to the operation of the Business, and in connection therewith, Assignee has agreed to assume all of the liabilities of Assignor
relating to the Business, on the terms and conditions set forth herein.


 


NOW THEREFORE, in
consideration of the mutual promises and agreements contained herein, the parties hereto, intending to be legally bound hereby,
agree as follows:


 


Section 1.Assignment.


 


1.1.Assignment
of Assets. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Assignor,
Assignor does hereby assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its successors and assigns, all
of Assignor’s right, title and interest in, to and under the assets, properties and business, of every kind and description,
wherever located, real, personal or mixed, tangible or intangible, owned, held or used in the conduct of the Business, including,
but not limited to, that certain unpatented mining claim located in Plumas County, California designated as BLM No. CAMC 297778,
and commonly known as “Check and Checkmate” (the “Assets”).


 


1.2Further Assurances.
Assignor shall from time to time after the date hereof at the request of Assignee and without further consideration execute and
deliver to Assignee such additional instruments of transfer and assignment, including without limitation any bills of sale, assignments
of leases, deeds, and other recordable instruments of assignment, transfer and conveyance, in addition to this Transfer and Assumption
Agreement, as Assignee shall reasonably request to evidence more fully the assignment by Assignor to Assignee of the Assets.


 


Section 2. Assumption.


 


2.1Assumed Liabilities.
As of the date hereof, Assignee hereby assumes and agrees to pay, perform and discharge, fully and completely, (i) all
liabilities, commitments, contracts, agreements, obligations or other claims against Assignor, whether known or unknown,
asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether
contractual, statutory, or otherwise associated with the Business (the “Liabilities”).



    	 



    	 



    

 


2.2Further Assurances.
Assignee shall from time to time after the date hereof at the request of Assignor and without further consideration execute and
deliver to Assignor such additional instruments of assumption in addition to this Transfer and Assumption Agreement as Assignor
shall reasonably request to evidence more fully the assumption by Assignee of the Liabilities.


 


Section 3.Cancellation
of Common Stock. As addition consideration to Assignor, Assignee agrees to surrender for cancellation 6,360,000 shares
of Cubed, Inc. common stock currently held by Assignee.


 


Section 4.Headings.
The descriptive headings contained in this Transfer and Assumption Agreement are for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Transfer and Assumption Agreement.


 


Section 5.Governing
Law. This Transfer and Assumption Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada applicable to contracts made and to be performed entirely within that state, except that any
conveyances of leaseholds and real property made herein shall be governed by the laws of the respective jurisdictions in which
such property is located.


 


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intentionally.]




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IN WITNESS WHEREOF,
this Transfer and Assumption Agreement has been duly executed and delivered by the parties hereto as of the date first above written.


 


Assignor:


 


CUBED, INC.


 


 


 


By: /s/ Douglas Shinsato


 Douglas Shinsato


 President, CEO


 


 


Assignee:


 


 


/s/ Taylor Edgerton


Taylor Edgerton


 






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