SHARE EXCHANGE AGREEMENT



This Share Exchange
Agreement, dated as of November 13, 2012, (this “Agreement”) by and among Anio
Limited., a limited liability company established under the laws of England, which operates the clothing and fashion brand known
as “Lot78” (hereinafter referred to as “Lot78”), the shareholders of Lot78 set forth on Schedule
I hereto (the “Lot78 Shareholders”), and Bold Energy, Inc., a Nevada corporation (“BOLD”),
and the controlling stockholders of BOLD set forth on Schedule II hereto (the “BOLD Controlling Stockholders”).



WHEREAS,
the Lot78 Shareholders own Eleven Thousand Five Hundred Ten (11,510) shares of Lot 78, which represents 100% of the issued and
outstanding shares of Lot78 (such shares being hereinafter referred to as the “Lot78 Shares”); and



WHEREAS,
(i) the Lot78 Shareholders and Lot78 believe it is in their respective best interests for the Lot78 Shareholders to exchange 100%
of the Lot78 Shares for 30,954,388 newly-issued shares of common stock, $0.001 par value per share, of BOLD (such shares being
hereinafter referred to as the “BOLD Shares”); and (ii) BOLD believes it is in its best interest and the best
interest of its stockholders to acquire the Lot78 Shares in exchange for the BOLD Shares, all upon the terms and subject to the
conditions set forth in this Agreement (the “Share Exchange”); and



WHEREAS,
it is the intention of the parties that: (i) the Share Exchange shall qualify as a tax-free reorganization under Section 368(a)(1)(B)
of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) the Share Exchange shall qualify as
a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended and in effect
on the date of this Agreement (the “Securities Act”); and



NOW, THEREFORE,
in consideration of the mutual terms, conditions and other agreements set forth herein, the parties hereto agree as follows:



ARTICLE I



EXCHANGE OF LOT78 SHARES FOR BOLD
SHARES



Section 1.1 Agreementsto Exchange Lot78 Shares for BOLD Shares. On the Closing Date (as hereinafter defined) and upon the terms and subject to the
conditions set forth in this Agreement, the Lot78 Shareholders shall assign, transfer, convey and deliver the Lot78 Shares to BOLD
and in consideration and exchange for the Lot78 Shares, BOLD shall issue, transfer, convey and deliver the BOLD Shares to the Lot78
Shareholders.



Section 1.2 Closingand Actions
at Closing. The closing of the Share Exchange (the “Closing”) shall take place remotely via the exchange
of documents and signatures at 10:00 a.m. Pacific Time on the day the conditions to closing set forth in Articles V and VI herein
have been satisfied or waived, or at such other time and date as the parties hereto shall agree in writing (the “Closing
Date”).



Section 1.3Directors
of BOLD at Closing Date. On the Closing Date, Eden Clark, the current sole director of BOLD, shall resign from the board of
directors of BOLD (the “BOLD Board”) and the appointment of Ollie Amhurst to the BOLD Board shall become effective.



Section 1.4Officers
of BOLD at Closing Date. On the Closing Date, Eden Clark and Patrick DeBlois shall each resign from each officer position held
at BOLD and immediately thereafter, the BOLD Board shall appoint Ollie Amhurst to serve as President, Chief Executive Officer,
Chief Financial Officer, Treasurer and Secretary.



ARTICLE II



REPRESENTATIONS AND WARRANTIES OF
BOLD



BOLD and the Bold
Controlling Stockholders represent, warrant and agree that all of the statements in the following subsections of this Article II
are true and complete as of the date hereof.



Section 2.1Corporate
Organization



A.BOLD is a corporation duly organized, validly existing and in good standing under the
laws of Nevada, and has all requisite corporate power and authority to own its properties and assets and governmental licenses,
authorizations, consents and approvals to conduct its business as now conducted and is duly qualified to do business and is in
good standing in each jurisdiction in which the nature of its activities makes such qualification and being in good standing necessary,
except where the failure to be so qualified and in good standing will not have a Material Adverse Effect on the activities, business,
operations, properties, assets, condition or results of operation of BOLD. “Material Adverse Effect” means,
when used with respect to BOLD, any event, occurrence, fact, condition, change or effect, which, individually or in the aggregate,
would reasonably be expected to be materially adverse to the business, operations, properties, assets, condition (financial or
otherwise), or operating results of BOLD, or materially impair the ability of BOLD to perform its obligations under this Agreement,
excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions
contemplated by this Agreement; or (ii) changes in the U.S. securities markets generally.



B. 	Copies
of the Articles of Incorporation and Bylaws of BOLD with all amendments thereto, as of the date hereof (the “BOLD Charter
Documents”), have been furnished to Lot78, and such copies are accurate and complete as of the date hereof. The minute
books of BOLD are current as required by law, contain the minutes of all meetings of the BOLD Board and stockholders of BOLD from
its date of incorporation to the date of this Agreement, and adequately reflect all material actions taken by the BOLD Board and
stockholders of BOLD. BOLD is not in violation of any of the provisions of the BOLD Charter Documents.



Section 2.2Capitalization
of BOLD.



A. 	The
authorized capital stock of BOLD consists of 75,000,000 shares authorized as common stock, par value $0.001, of which 57,053,138
shares of common stock are issued and outstanding, immediately prior to this Share Exchange, subject to and conditioned upon the
consummation of the actions described in Sections 5.2 and 5.3.



B. 	All
of the issued and outstanding shares of common stock of BOLD immediately prior to this Share Exchange are, and all shares of common
stock of BOLD when issued in accordance with the terms hereof will be, duly authorized, validly issued, fully paid and non-assessable,
will have been issued in compliance with all applicable U.S. federal and state securities laws and state corporate laws, and will
have been issued free of preemptive rights of any security holder. Except with respect to securities to be issued in connection
with the Share Exchange and to the Lot78 Shareholders pursuant to the terms hereof, as of the date of this Agreement there are
no outstanding or authorized options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to
subscribe for, purchase or otherwise acquire or receive any shares of BOLD’s capital stock, nor are there or will there be
any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights, pre-emptive rights or
rights of first refusal with respect to BOLD or any capital or common stock, or any voting trusts, proxies or other agreements,
understandings or restrictions with respect to the voting of BOLD’s capital stock. There are no registration or anti-dilution
rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which BOLD
is a party or by which it is bound with respect to any equity security of any class of BOLD. BOLD is not a party to, and it has
no knowledge of, any agreement restricting the transfer of any shares of the capital stock of BOLD.  The issuance of
all of the shares of BOLD described in this Section 2.2 have been, or will be, as applicable, in compliance with U.S. federal and
state securities laws and state corporate laws and no stockholder of BOLD has any right to rescind or bring any other claim against
BOLD for failure to comply with the Securities Act, or state securities laws.



C. 	There are
no outstanding contractual obligations (contingent or otherwise) of BOLD to retire, repurchase, redeem or otherwise acquire any
outstanding shares of capital stock of, or other ownership interests in, BOLD or to provide funds to or make any investment (in
the form of a loan, capital contribution or otherwise) in any other person.



Section 2.3Outstanding Warrants.
As of the date of this Agreement, there are no outstanding and unexercised warrants issued by BOLD..



Section 2.4Outstanding Agreements.
There are no outstanding agreements to which BOLD is a party or any agreements contemplated by BOLD.



Section 2.5Subsidiaries and
Equity Investments. BOLD does not directly or indirectly own any capital stock or other securities of, or any beneficial ownership
interest in, or hold any equity or similar interest, or have any investment in any corporation, limited liability company, partnership,
limited partnership, joint venture or other company, person or other entity.



Section 2.6Authorization,
Validity and Enforceability of Agreements. BOLD has all corporate power and authority to execute and deliver this Agreement
and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated
by this Agreement (collectively the “Agreements”) to perform its obligations hereunder and to consummate the transactions
contemplated hereby and thereby. The execution and delivery of the Agreements by BOLD and the consummation by BOLD of the transactions
contemplated hereby and thereby, have been duly authorized by all necessary corporate action of BOLD, and no other corporate proceedings
on the part of BOLD are necessary to authorize the Agreements or to consummate the transactions contemplated hereby and thereby.
The Agreements constitute the valid and legally binding obligation of BOLD and is enforceable in accordance with its terms, except
as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting
the enforcement of creditors rights generally. BOLD does not need to give any notice to, make any filings with, or obtain any authorization,
consent or approval of any government or governmental agency or other party in order for it to consummate the transactions contemplated
by any of the Agreements, other than filings that may be required or permitted under states securities laws, the Securities Act
and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) resulting from the issuance of the
BOLD Shares in connection with the Share Exchange.



Section 2.7No Conflict
or Violation. Neither the execution and delivery of the Agreements by BOLD, nor the consummation by BOLD of the transactions
contemplated thereby will: (i) contravene, conflict with, or violate any provision of the BOLD Charter Documents; (ii) violate
any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government,
governmental agency, court, administrative panel or other tribunal to which BOLD is subject; (iii) conflict with, result in
a breach of, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default)
under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any
notice under any agreement, contract, lease, license, instrument or other arrangement to which BOLD is a party or by which it is
bound, or to which any of its assets or properties are subject; or (iv) result in or require the creation or imposition of any
encumbrance of any nature upon or with respect to any of BOLD’s assets, including without limitation, the BOLD Shares.



Section 2.8Agreements.
Except as disclosed on documents filed with the Securities and Exchange Commission (the “Commission”), BOLD
is not a party to or bound by any contracts, including, but not limited to, any:



A. 	employment, advisory
or consulting contract;



B. 	plan providing
for employee benefits of any nature, including any severance payments;



C. 	lease with respect
to any property or equipment;



D. 	contract,
agreement, understanding or commitment for any future expenditure in excess of $5,000 in the aggregate;



E. 	contract
or commitment pursuant to which it has assumed, guaranteed, endorsed, or otherwise become liable for any obligation of any other
person, entity or organization; or



F. 	agreement
with any person relating to the dividend, purchase or sale of securities, that has not been settled by the delivery or payment
of securities when due, and which remains unsettled upon the date of this Agreement, except with respect to the BOLD Shares to
be issued pursuant to this Agreement.



BOLD has provided
to Lot78 prior to the date of this Agreement, true, correct and complete copies of each contract (whether written or oral), including
each amendment, supplement and modification thereto (the “BOLD Contracts”).  BOLD shall satisfy all
liabilities due under the BOLD Contracts as of the date of Closing.  All such liabilities shall be satisfied or released
at or prior to Closing.  .

Section 2.9Litigation.
There is no action, suit, proceeding or investigation (“Action”) pending or, to the knowledge of BOLD, currently
threatened against BOLD or any of its affiliates, that may affect the validity of this Agreement or the right of BOLD to enter
into this Agreement or to consummate the transactions contemplated hereby or thereby. There is no Action pending or, to the knowledge
of BOLD, currently threatened against BOLD or any of its affiliates, before any court or by or before any governmental body or
any arbitration board or tribunal, nor is there any judgment, decree, injunction or order of any court, governmental department,
commission, agency, instrumentality or arbitrator against or relating to BOLD or any of its affiliates. Neither BOLD nor any of
its affiliates is a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality. There is no Action by BOLD or any of its affiliates relating to BOLD currently pending or which BOLD
or any of its affiliates intends to initiate.



Section 2.10Compliance
with Laws. BOLD has been and is in compliance with, and has not received any notice of any violation of any, applicable law,
order, ordinance, regulation or rule of any kind whatsoever, including without limitation the Securities Act, the Exchange Act,
the applicable rules and regulations of the SEC or the applicable securities laws and rules and regulations of any state.



Section 2.11Financial
Statements; SEC Filings.



A. 	BOLD’s
financial statements (the “Financial Statements”) contained in its periodic reports filed with the SEC have
been prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S.
GAAP”) applied on a consistent basis throughout the periods indicated, except that those Financial Statements that are
not audited do not contain all footnotes required by U.S. GAAP. The Financial Statements fairly present the financial condition
and operating results of BOLD as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments.
BOLD has no material liabilities (contingent or otherwise). BOLD is not a guarantor or indemnitor of any indebtedness of any other
person, entity or organization. BOLD maintains a standard system of accounting established and administered in accordance with
U.S. GAAP.



B. 	BOLD has
made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act (the “Public
Reports”). Each of the Public Reports has complied in all material respects with the applicable provisions of the Securities
Act, the Exchange Act, and the Sarbanes/Oxley Act of 2002 (the “Sarbanes/Oxley Act”) and/or regulations promulgated
thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted
to state a material fact necessary to make the statements made therein not misleading. There has been no event, fact or circumstance
that would cause any certification signed by any officer of BOLD in connection with any Public Report pursuant to the Sarbanes/Oxley
Act to be untrue, inaccurate or incorrect in any respect. There has been no revocation order, suspension order, injunction or other
proceeding or law affecting the trading of BOLD’s common stock, it being acknowledged that none of BOLD’s securities
are approved or listed for trading on any exchange or quotation system.



Section 2.12Books,
Financial Records and Internal Controls. All the accounts, books, registers, ledgers, BOLD Board minutes and financial and
other records of whatsoever kind of BOLD have been fully, properly and accurately kept and completed; there are no material inaccuracies
or discrepancies of any kind contained or reflected therein; and they give and reflect a true and fair view of the financial, contractual
and legal position of BOLD. BOLD maintains a system of internal accounting controls sufficient to provide reasonable assurance
that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken
with respect to any differences.



Section 2.13Employee
Benefit Plans. BOLD does not have any “Employee Benefit Plan” as defined in the U.S. Employee Retirement Income
Security Act of 1974 or similar plans under any applicable laws.



Section 2.14Tax Returns,
Payments and Elections. BOLD has filed all Tax (as defined below) returns, statements, reports, declarations and other forms
and documents (including, without limitation, estimated tax returns and reports and material information returns and reports) (“Tax
Returns”) required pursuant to applicable law to be filed with any Tax Authority (as defined below). All such Tax Returns
are accurate, complete and correct in all material respects, and BOLD has timely paid all Taxes due and adequate provisions have
been and are reflected in BOLD’s Financial Statements for all current taxes and other charges to which BOLD is subject and
which are not currently due and payable. None of BOLD’s federal income tax returns have been audited by the Internal Revenue
Service. BOLD has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state)
of any nature whatsoever, whether pending or threatened against BOLD for any period, nor of any basis for any such assessment,
adjustment or contingency. BOLD has withheld or collected from each payment made to each of its employees, if applicable, the amount
of all Taxes (including, but not limited to, U.S. income taxes and other foreign taxes) required to be withheld or collected therefrom,
and has paid the same to the proper Tax Authority. For purposes of this Agreement, the following terms have the following meanings:
“Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means any and all taxes
including, without limitation, (x) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use,
ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance,
stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other
like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount
imposed by any U.S., local or foreign governmental authority or regulatory body responsible for the imposition of any such tax
(domestic or foreign) (a “Tax Authority”), (y) any liability for the payment of any amounts of the type described
in (x) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the
result of being a transferee or successor thereof, and (z) any liability for the payment of any amounts of the type described in
(x) or (y) as a result of any express or implied obligation to indemnify any other person or entity.



Section 2.15No Debt
Obligations. Upon the Closing Date, BOLD will have no debt, obligations or liabilities of any kind whatsoever other than with
respect to the transactions contemplated hereby. BOLD is not a guarantor of any indebtedness of any other person, entity or corporation.



Section 2.16No Broker
Fees. No brokers, finders or financial advisory fees or commissions will be payable by or to BOLD or any of their affiliates
with respect to the transactions contemplated by this Agreement.



Section 2.17No Disagreements
with Accountants and Lawyers. There are no disagreements of any kind presently existing, or anticipated by BOLD to arise, between
BOLD and any accountants and/or lawyers formerly or presently engaged by BOLD. BOLD is current with respect to fees owed to its
accountants and lawyers.



Section 2.18 DELETED.



Section 2.19Absence of Undisclosed
Liabilities. Except as specifically disclosed in the Public Reports: (A) there has been no event, occurrence or development
that has resulted in or could result in a Material Adverse Effect; (B) BOLD has not incurred any liabilities, obligations, claims
or losses, contingent or otherwise, including debt obligations, other than professional fees to be paid prior to Closing; (C) BOLD
has not declared or made any dividend or distribution of cash or property to its shareholders, purchased, redeemed or made any
agreements to purchase or redeem any shares of its capital stock, or issued any equity securities other than with respect to transactions
contemplated hereby; (D) BOLD has not made any loan, advance or capital contribution to or investment in any person or entity;
(E) BOLD has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent),
other than current liabilities paid in the ordinary course of business; (F) BOLD has not suffered any l losses or waived any rights
of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective
business; and (G) except for the Share Exchange, BOLD has not entered into any transaction other than in the ordinary course of
business, or entered into any other material transaction, whether or not in the ordinary course of business.



Section 2.20No Integrated
Offering. BOLD does not have any registration statement pending before the Commission or currently under the Commission’s
review and since 1 January 2012 , except as contemplated under this Agreement, BOLD has not offered or sold any of its equity securities
or debt securities convertible into shares of common stock.



Section 2.21Employees.



A. 	BOLD has no employees.



B. 	Other
than Eden Clark and Patrick DeBlois, BOLD does not have any officers or directors. No director or officer of BOLD is a party to,
or is otherwise bound by, any contract (including any confidentiality, non-competition or proprietary rights agreement) with any
other person that in any way adversely affects or will materially affect (a) the performance of his or her duties as a director
or officer of BOLD or (b) the ability of BOLD to conduct its business.



Section 2.22No Undisclosed
Events or Circumstances. No event or circumstance has occurred or exists with respect to BOLD or its respective businesses,
properties, prospects, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure
or announcement by BOLD but which has not been so publicly announced or disclosed. BOLD has not provided to Lot78, or the Lot78
Shareholders, any material non-public information or other information which, according to applicable law, rule or regulation,
was required to have been disclosed publicly by BOLD but which has not been so disclosed, other than with respect to the transactions
contemplated by this Agreement and/or the Share Exchange.



Section 2.23Disclosure.
This Agreement and any certificate attached hereto or delivered in accordance with the terms hereof by or on behalf of BOLD or
the BOLD Controlling Stockholders in connection with the transactions contemplated by this Agreement, when taken together, do not
contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained
herein and/or therein not misleading.



Section 2.24No Assets
or Real Property. Except as set forth on the most recent Financial Statements, BOLD does not have any assets of any kind.  BOLD
does not own or lease any real property.



Section 2.25Interested
Party Transactions.  Except as disclosed herein and in Commission filings, no officer, director or shareholder of
BOLD or any affiliate or “associate” (as such term is defined in Rule 405 of the Commission under the Securities Act)
of any such person or entity, has or has had, either directly or indirectly, (a) an interest in any person or entity which: (i)
furnishes or sells services or products which are furnished or sold or are proposed to be furnished or sold by BOLD; or (ii) purchases
from or sells or furnishes to, or proposes to purchase from, sell to or furnish BOLD any goods or services; or (b) a beneficial
interest in any contract or agreement to which BOLD is a party or by which it may be bound or affected.



Section 2.26Intellectual
Property. BOLD does not own, use or license any intellectual property in its business as presently conducted.



ARTICLE III



REPRESENTATIONS AND WARRANTIES OF
LOT78



Lot78 represents,
warrants and agrees that all of the statements in the following subsections of this Article III, pertaining to Lot78, are true
and complete as of the date hereof.



Section 3.1Incorporation.
Anio, Ltd.(“Lot78”) is a company duly incorporated, validly existing, and in good standing under the laws of England
and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities
to carry on its business in all material respects as it is now being conducted.  The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Lot78’s Memorandum
and Articles of Association or Bylaws, or similar documents.  Lot78 has taken all actions required by law, its Memorandum
and Articles of Association or Bylaws, or otherwise to authorize the execution and delivery of this Agreement.  Lot78
has full power, authority, and legal capacity and has taken all action required by law, its Memorandum and Articles of Association
or Bylaws, and otherwise to consummate the transactions herein contemplated.



Section 3.2  Authorized
Shares. There is no limit on the number of shares Lot78 is authorized to issue. Lot78 may issue as many shares and it desires
so long as it has obtained requisite approval pursuant to the English company law regulating corporations formed under the Companies
Act 2006. The Lot78 Shares have a par value of 1£. As of the date of this Agreement, there are 11,510 shares of ordinary
shares issued and outstanding.  The issued and outstanding shares are validly issued, fully paid, and non-assessable
and not issued in violation of the preemptive or other rights of any person. As of the date of this Agreement, there are no outstanding
and unexercised warrants of Lot78.



Section 3.3Subsidiaries
and Predecessor Corporations.  Lot78 has no subsidiaries.



Section 3.4Financial
Statements. Lot78 has kept all books and records since inception and such financial statements have been prepared in accordance
with United Kingdom generally accepted accounting principles consistently applied throughout the periods involved. The balance
sheets are true and accurate and present fairly as of their respective dates the financial condition of Lot78.  As of
the date of such balance sheets, except as and to the extent reflected or reserved against therein, including but not limited to
any previous tax liability, Lot78 had no liabilities or obligations (absolute or contingent) which should be reflected in the balance
sheets or the notes thereto prepared in accordance with United Kingdom generally accepted accounting principles, and all assets
reflected therein are properly reported and present fairly the value of the assets of Lot78, in accordance with United Kingdom
generally accepted accounting principles. The statements of operations, stockholders’ equity and cash flows reflect fairly
the information required to be set forth therein by United Kingdom generally accepted accounting principles.



Lot78 has duly allowed
for all taxation reasonably foreseeable and Lot78 has made any and all proper declarations and returns for taxation purposes and
all information contained in such declarations and returns is true and complete and full provision or reserves have been made in
its financial statements for all governmental fees and taxation.



The books and records,
financial and otherwise, of Lot78 are, in all material aspects, complete and correct and have been maintained in accordance with
good business and accounting practices.



All of Lot78’s
assets are reflected on its financial statements, and Lot78 has no material liabilities, direct or indirect, matured or unmatured,
contingent or otherwise which is not reflected on its financial statements.



Section 3.5Information.
The information concerning Lot78 set forth in this Agreement is complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading.

Section 3.6Absence of Certain Changes or Events. As of the date of this Agreement, (a) there has not
been any material adverse change in the business, operations, properties, assets, or condition (financial or otherwise) of Lot78;
and (b) Lot78 has not: (i) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets
of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its shares; (ii) made
any material change in its method of management, operation or accounting; (iii) entered into any other material transaction other
than sales in the ordinary course of its business; or (iv) made any increase in or adoption of any profit sharing, bonus, deferred
compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its
officers, directors, or employees.



Section 3.7Litigation
and Proceedings. There are no actions, suits, proceedings, or investigations pending or, to the knowledge of Lot78 after reasonable
investigation, threatened by or against  Lot78 or affecting Lot78 or its properties, at law or in equity, before any
court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.  Lot78
does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award,
rule, or regulation of any court, arbitrator, or governmental agency or instrumentality.



Section 3.8No
Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify
the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which Lot78 is a party or to
which any of its assets, properties or operations are subject.



Section 3.9Compliance
With Laws and Regulations. To the best of its knowledge, Lot78 has complied with all applicable statutes and regulations, except
to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition
of Lot78 or except to the extent that noncompliance would not result in the occurrence of any material liability for Lot78.  This
compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.



Section 3.10Approval
of Agreement. The Board of Directors of Lot78 has authorized the execution and delivery of this Agreement by Lot78 and has
approved this Agreement and the transactions contemplated hereby.



Section 3.11Valid Obligation.
This Agreement and all agreements and other documents executed by Lot78 in connection herewith constitute the valid and binding
obligation of Lot78, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the
availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.



ARTICLE IV



REPRESENTATIONS AND WARRANTIES OF
LOT78 SHAREHOLDERS



Each of the he Lot78 Shareholders hereby
severally and not jointly represent and warrant to BOLD:



Section 4.1Authority.
Such Lot78 Shareholder has the right, power, authority and capacity to execute and deliver this Agreement to which suche Lot78
Shareholders are each a party, to consummate the transactions contemplated by this Agreement to which such Lot78 Shareholder ise
each a party, and to perform such Lot78 Shareholders’ obligations under this Agreement to which such Lot78 Shareholders is
a party. This Agreement has been duly and validly authorized and approved, executed and delivered by such Lot78 Shareholders. Assuming
this Agreement has been duly and validly authorized, executed and delivered by the parties thereto other than such Lot78 Shareholder,
this Agreement is duly authorized, executed and delivered by such Lot78 Shareholders and constitutes the legal, valid and binding
obligations of such Lot78 Shareholder, enforceable against such Lot78 Shareholders in accordance with their respective terms, except
as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the
enforcement of creditors rights generally.



Section 4.2No Conflict.
Neither the execution or delivery by such Lot78 Shareholder of this Agreement to which such Lot78 Shareholderis a party nor the
consummation or performance by such Lot78 Shareholder of the transactions contemplated hereby or thereby will, directly or indirectly,
(a) contravene, conflict with, or result in a violation of any provision of the organizational documents of such Lot78 Shareholders
(if such Lot78 Shareholder is not a natural person); (b) contravene, conflict with, constitute a default (or an event or condition
which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of,
any agreement or instrument to which such Lot78 Shareholders is a party or by which the properties or assets of suchLot78 Shareholder
is bound; or (c) contravene, conflict with, or result in a violation of, any law or order to which tsuch Lot78 Shareholder,
or any of the properties or assets of such Lot78 Shareholder, may be subject.



Section 4.3Litigation.
There is no pending Action against such Lot78 Shareholder that involves the Lot78 Shares or that challenges, or may have the effect
of preventing, delaying or making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement
or the business of Lot78 and, to the knowledge of such Lot78 Shareholder, no such Action has been threatened, and no event or circumstance
exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Action.



Section 4.4Acknowledgment.
Such Lot78 Shareholder understands and agrees that the BOLD Shares to be issued pursuant to this Agreement have not been registered
under the Securities Act or the securities laws of any state of the U.S. and that the issuance of the BOLD Shares is being effected
in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an
issuer not involving a public offering or Regulation D promulgated thereunder or Regulation S for offers and sales of securities
outside the U.S.



Section 4.5Stock Legends.
Such Lot78 Shareholder hereby agrees with BOLD as follows:



A. 	Legend.
The certificates evidencing the BOLD Shares issued to such Lot78 Shareholder will bear the following legend:



THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT
(1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT
TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH
CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER
CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS, OR (3) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF
COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED.



B. 	Other
Legends. The certificates representing such BOLD Shares, and each certificate issued in transfer thereof, will also bear any
other legend required under any applicable law, including, without limitation, any U.S. state corporate and state securities law,
or contract.



C.	 Opinion.
Such Lot78 Shareholder shall not transfer any or all of the BOLD Shares pursuant to Rule 144, under the Securities Act, Regulation S
or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition
of the BOLD Shares, without first providing BOLD with an opinion of counsel (which counsel and opinion are reasonably satisfactory
to the BOLD) to the effect that such transfer will be made in compliance with Rule 144, under the Securities Act, Regulation S
or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or
qualification requirements of any applicable U.S. state securities laws.



Section 4.6Ownership
of Shares. Such Lot78 Shareholderis both the record and beneficial owner of the Lot78 Shares. Such Lot78 Shareholder is not
the record or beneficial owner of any other shares of Lot78. Such Lot78 Shareholder has and shall transfer at the Closing, good
and marketable title to the Lot78 Shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security
interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims
of any nature whatsoever, excepting only restrictions on future transfers imposed by applicable law.



Section 4.7Pre-emptive
Rights.Such Lot78 Shareholder has no pre-emptive rights or any other rights to acquire any shares of Lot78 that have not been
waived or exercised.



Section 4.8Investors.  Such
Lot78 Shareholder is: (a) an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under
the Securities Act; (b) a non-accredited investor who is a sophisticated person within the meaning of Rule 506(b)(2)(ii) of Regulation
D promulgated under the Securities Act; or (c) an exempt investor in accordance with the provisions
ofRegulation S promulgated under the Securities Act.



ARTICLE V



CONDITIONS TO OBLIGATIONS OF LOT78
AND THE LOT78 SHAREHOLDERS



The obligations
of Lot78 to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing
Date, of the following conditions, any one or more of which may be waived by Lot78 or such of the Lot78 Shareholders , as the case
may be, at their sole discretion:



Section 5.1Representations
and Warranties of BOLD. All representations and warranties made by BOLD in this Agreement shall be true and correct in all
material respects on and as of the Closing Date.



Section 5.2Cancellation of
BOLD Shares. Of the 57,053,138 shares of common stock of BOLD issued and outstanding as of October 31, 2012, Eden Clark and
Patrick DeBlois shall irrevocably cancel a total of 30,954,388 restricted shares of common stock of BOLD prior to the Closing Date.
Following the cancellation of the 30,954,388 restricted shares, there shall be 57,053,138 issued and outstanding shares of common
stock of BOLD. Evidence of such cancellation shall be delivered to Lot78.



Section 5.3Agreements
and Covenants. BOLD shall have performed and complied in all material respects with all agreements and covenants required by
this Agreement to be performed or complied with on or prior to the Closing Date.



Section 5.4Consents
and Approvals. All consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or
foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this
Agreement shall be in full force and effect on the Closing Date.



Section 5.5No Violation
of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority,
domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental
or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions
contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial
condition of BOLD shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic
or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign,
or by any other person or entity, which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement
or which challenges the validity or enforceability of this Agreement.



Section 5.6Other Closing
Documents. Lot78 shall have received such certificates, instruments and documents in confirmation of the representations and
warranties of BOLD, BOLD’s performance of its obligations hereunder, and/or in furtherance of the transactions contemplated
by this Agreement as the Lot78 Shareholders and/or their counsel may reasonably request.



Section 5.7Documents.
BOLD must have caused the following documents to be delivered to Lot78:



A. 	share
certificates evidencing the BOLD Shares registered in the name of the Lot78 Shareholders;



B. 	a Secretary’s
Certificate, dated the Closing Date, certifying attached copies of (A) the BOLD Charter Documents, (B) the resolutions
of the BOLD Board approving this Agreement and the transactions contemplated hereby and thereby; and (C) the incumbency of
each authorized officer of BOLD signing this Agreement to which BOLD is a party;



C.	 an Officer’s
Certificate, dated the Closing Date, certifying as to Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.7 and 5.8;



D.	 a Certificate
of Good Standing of BOLD, dated as of a date not more than five business days prior to the Closing Date;



E.	 this
Agreements duly executed;



F.	 the
resignations of Eden Clark and Patrick Dubois as officers and directors of BOLD as of the Closing Date; and,



H.	such other documents as Lot78
or the Lot78 Shareholders may reasonably request for the purpose of (A) evidencing the accuracy of any of the representations and
warranties of BOLD, (B) evidencing the performance of, or compliance by BOLD with any covenant or obligation required to be performed
or complied with by BOLD, (C) evidencing the satisfaction of any condition referred to in this Article V, or (D) otherwise facilitating
the consummation or performance of any of the transactions contemplated by this Agreement.



Section 5.8No Material
Adverse Effect.There shall not have been any event, occurrence or development that has resulted in or could
result in a Material Adverse Effect on or with respect to BOLD.









ARTICLE VI



CONDITIONS TO OBLIGATIONS OF BOLD



The obligations
of BOLD to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing
Date, of the following conditions, any one or more of which may be waived by BOLD in its sole discretion:



Section 6.1Representations
and Warranties of Lot78 and the Lot78 Shareholders. All representations and warranties made by Lot78 and the Lot78 Shareholders
on behalf of themselves individually in this Agreement shall be true and correct on and as of the Closing Date.



Section 6.2Approval by Majority
Consent. The holders of at least a majority (51%) of the outstanding shares of common stock of Lot78 must approve this
Agreement by written consent, in accordance with the requirements of United Kingdom company law, prior to the Closing Date.



Section 6.3Agreements
and Covenants. Lot78 and the Lot78 Shareholders shall have performed and complied in all material respects with all agreements
and covenants required by this Agreement to be performed or complied with by each of them on or prior to the Closing Date.



Section 6.4Consents
and Approvals. All consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or
foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this
Agreement, shall have been duly obtained and shall be in full force and effect on the Closing Date.



Section 6.5No Violation
of Orders. No preliminary or permanent injunction or other order issued by any court or other governmental or regulatory authority,
domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental
or regulatory authority, domestic or foreign, that declares this Agreement invalid or unenforceable in any respect or which prevents
the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations,
prospects, net income or financial condition of Lot78 shall be in effect; and no action or proceeding before any court or government
or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory
authority, domestic or foreign, or by any other person or entity, which seeks to prevent or delay the consummation of the transactions
contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.



Section 6.6Other Closing
Documents. BOLD shall have received such certificates, instruments and documents in confirmation of the representations and
warranties of Lot78 and the Lot78 Shareholders, the performance of Lot78’s and the Lot78 Shareholders’ respective obligations
hereunder and/or in furtherance of the transactions contemplated by this Agreement as BOLD or its counsel may reasonably request.



Section 6.7Documents.
Lot78 and the Lot78 Shareholders must deliver to BOLD at the Closing:



A.share certificates evidencing the number of Lot78 Shares, along with executed share
transfer forms transferring such Lot78 Shares to BOLD;



B.this Agreements to which the Lot78 and the Lot78 Shareholders are each a party, duly
executed; and



C.such other documents as BOLD may reasonably request for the purpose of (A) evidencing
the accuracy of any of the representations and warranties of Lot78 and the Lot78 Shareholders, (B) evidencing the performance of,
or compliance by Lot78 and the Lot78 Shareholders with, any covenant or obligation required to be performed or complied with by
Lot78 and the Lot78 Shareholders, as the case may be, (C) evidencing the satisfaction of any condition referred to in this Article
VI, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.



Section 6.8No Claim
Regarding Stock Ownership or Consideration. There must not have been made or threatened by any person, any claim asserting
that such person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Lot78 Shares, or any
other stock, voting, equity, or ownership interest in, Lot78, or (b) is entitled to all or any portion of the BOLD Shares.



ARTICLE VII



POST-CLOSING AGREEMENTS



Section 7.1SEC Documents.
From and after the Closing Date, in the event the SEC notifies BOLD of its intent to review any Public Report filed prior to the
Closing Date or BOLD receives any oral or written comments from the SEC with respect to any Public Report filed prior to the Closing
Date, upon request the BOLD Controlling Stockholders shall reasonably cooperate with BOLD in responding to any such oral or written
comments.



ARTICLE VIII



SURVIVAL AND INDEMNIFICATION



Section 8.1Survival of Provisions.
The respective representations, warranties, covenants and agreements of each of the parties to this Agreement (except covenants
and agreements which are expressly required to be performed and are performed in full on or before the Closing Date) shall expire
on the first day of the three-year anniversary of the Closing Date (the “Survival Period”). The right to indemnification,
payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by
any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before
or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such
representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty,
or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of
damages, or other remedy based on such representations, warranties, covenants, and obligations.



Section 8.2Indemnification.



A.Indemnification Obligations in favor of the BOLD Controlling Stockholders. From
and after the Closing Date until the expiration of the Survival Period, Lot78 shall reimburse and hold harmless each of the BOLD
Controlling Stockholders (such person and his heirs, executors, administrators, agents, successors and assigns is referred to herein
as a “BOLD Indemnified Party”) against and in respect of any and all damages, losses, settlement payments, in
respect of deficiencies, liabilities, costs, expenses and claims suffered, sustained, incurred or required to be paid by such BOLD
Indemnified Party, and any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other procedures
or investigation against any BOLD Indemnified Party, which arises or results from a third-party claim brought against a BOLD Indemnified
Party to the extent based on a breach of the representations and warranties with respect to the business, operations or assets
of Lot78. All claims of BOLD pursuant to this Section 8.2 shall be brought by the BOLD Controlling Stockholders on behalf of BOLD
and those Persons who were stockholders of BOLD immediately prior to the Closing Date.  In no event shall any such indemnification
payments exceed $15,000 in the aggregate from Lot78.   No claim for indemnification may be brought under this Section
8.2(A) unless all claims for indemnification, in the aggregate, total more than $10,000.



B.Indemnification Obligations in favor of Lot78 and the Lot78 Shareholders. From
and after the Closing Date until the expiration of the Survival Period, the BOLD Controlling Stockholders shall indemnify and hold
harmless Lot78, the Lot78 Shareholders, and their respective officers, directors, agents, attorneys and employees, and each person,
if any, who controls or may “control” (within the meaning of the Securities Act) any of the forgoing persons or entities
(each a “Lot78 Indemnified Person”) from and against any and all losses, costs, damages, liabilities and expenses
arising from claims, demands, actions, causes of action, including, without limitation, legal fees (collectively, “Damages”)
arising out of: (i) any breach of representation or warranty made by BOLD or the BOLD Controlling Stockholders in this Agreement,
and in any certificate delivered by BOLD or the BOLD Controlling Stockholders pursuant to this Agreement; (ii) any breach
by BOLD or the BOLD Controlling Stockholders of any covenant, obligation or other agreement made by BOLD or the BOLD Controlling
Stockholders in this Agreement; and (iii) a third-party claim based on any acts or omissions by BOLD or the BOLD Controlling
Stockholders. In no event shall any such indemnification payments exceed $1,000,000 in the aggregate from the BOLD Controlling
Stockholders.  No claim for indemnification may be brought under this Section 8.2(B) unless all claims for indemnification,
in the aggregate, total more than $10,000.



ARTICLE IX



MISCELLANEOUS PROVISIONS



Section 9.1Publicity.
No party shall cause the publication of any press release or other announcement with respect to this Agreement or the transactions
contemplated hereby without the consent of the other parties, unless a press release or announcement is required by law. If any
such announcement or other disclosure is required by law, the disclosing party agrees to give the non-disclosing parties prior
notice and an opportunity to comment on the proposed disclosure.



Section 9.2Successors
and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors
and assigns; provided that no party shall assign or delegate any of the obligations created under this Agreement without the prior
written consent of the other parties.



Section 9.3Fees and
Expenses. Except as otherwise expressly provided in this Agreement, all legal and other fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs or
expenses.



Section 9.4Notices.
All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given or
made if in writing and delivered personally or 7 days after being sent by registered or certified mail (postage prepaid, return
receipt requested) to the parties at the following addresses:



If to Lot78 or the Lot78 Shareholders,
to:



Anio Limited



Attn: Ollie Amhurst, Chief Executive Officer



With a copy to (which copy shall not
constitute notice):



Zouvas Law Group, P.C.

2368 Second Avenue

San Diego, CA 92101

Attn: Luke C. Zouvas, Esq.



And



Eric Gummers

Howard Kennedy LLP

19 Cavendish Square London

W1A 2AW



If to BOLD or the BOLD Controlling Stockholders,
to:



Eden Clark

112 North Curry Street

Carson City, Nevada 89703

Attn: Eden Clark, Chief Executive Officer



With a copy to (which copy shall not
constitute notice):



Zouvas Law Group, P.C.

2368 Second Avenue

San Diego, CA 92101

Attn: Luke C. Zouvas, Esq.



or to such other persons or at such
other addresses as shall be furnished by any party by like notice to the others, and such notice or communication shall be deemed
to have been given or made as of the date so delivered or mailed. No change in any of such addresses shall be effective insofar
as notices under this Section 9.4 are concerned unless notice of such change shall have been given to such other party hereto as
provided in this Section 9.4.



Section 9.5Entire Agreement.
This Agreement, together with the exhibits hereto, represents the entire agreement and understanding of the parties with reference
to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement other
than those expressly set forth herein or in the exhibits, certificates and other documents delivered in accordance herewith. This
Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between
the parties relating to the subject matter of this Agreement and all prior drafts of this Agreement, all of which are merged into
this Agreement. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissible into evidence
in any action or suit involving this Agreement.



Section 9.6Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible so as to be valid and enforceable.



Section 9.7Titles and
Headings. The Article and Section headings contained in this Agreement are solely for convenience of reference and shall not
affect the meaning or interpretation of this Agreement or of any term or provision hereof.



Section 9.8Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together
shall be considered one and the same agreement. Fax and PDF copies shall be considered originals for all purposes.



Section 9.9Convenience
of Forum; Consent to Jurisdiction. The parties to this Agreement, acting for themselves and for their respective successors
and assigns, without regard to domicile, citizenship or residence, hereby expressly and irrevocably elect as the sole judicial
forum for the adjudication of any matters arising under or in connection with this Agreement, and consent and subject themselves
to the jurisdiction of, the courts of the State of Nevada, and/or the U.S. District Court for Nevada, in respect of any matter
arising under this Agreement. Service of process, notices and demands of such courts may be made upon any party to this Agreement
by personal service at any place where it may be found or giving notice to such party as provided in Section 9.4.



Section 9.10Enforcement
of the Agreement. The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions
hereto, this being in addition to any other remedy to which they are entitled at law or in equity.



Section 9.11Governing
Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Nevada without
giving effect to the choice of law provisions thereof.



Section 9.12Amendments
and Waivers. Except as otherwise provided herein, no amendment of any provision of this Agreement shall be valid unless the
same shall be in writing and signed by all of the parties hereto. No waiver by any party of any default, misrepresentation, or
breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any such prior
or subsequent occurrence.













[REST OF PAGE DELIBERATELY LEFT BLANK]











[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]





IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.





BOLD ENERGY, INC. (“BOLD”)



/s/ Eden Clark

__________________________________________

Name: Eden Clark

Title: Chief Executive Officer &
President







BOLD CONTROLLING STOCKHOLDERS



/s/ Eden Clark

____________________________________________

Name: Eden Clark

Title: Chief Executive Officer &
President







ANIO LIMITED (“LOT78”)



/s/ Oliver Amhurst

___________________________________________

Name: Ollie Amhurst

Title: Chief Executive Officer





ANIO LIMITED
(“LOT78”) CONTROLLING STOCKHOLDERS



/s/ Oliver Amhurst

___________________________________________

Name: Ollie Amhurst



/s/ David Hardcastle

___________________________________________

Name: David Hardcastle



/s/ Emma Davis

___________________________________________

Name: Emma Davis



















SCHEDULE I

LOT78 SHAREHOLDERS



|NAME                                        | LOT78 SHARES HELD | BOLD SHARES TO BE ISSUED
|------------------------------------------- | ----------------- | ------------------------
|Ollie Amhurst                               | 6,723             | 18,080,482              
|David Hardcastle                            | 3,705             | 9,964,032               
|Emma Davis                                  | 548               | 1,473,762               
|Iceberg Investment Management Group Limited | 534               | 1,436,112               
|TOTALS                                      | 11,510            | 30,954,388              















































SCHEDULE II

BOLD CONTROLLING STOCKHOLDERS



|NAME            | BOLD SHARES HELD
|--------------- | ----------------
|Eden Clark      | 15,954,388      
|Patrick DeBlois | 15,000,000      
|TOTALS          | 30,954,388