This
Assignment and Conveyance Agreement (this “Agreement”) is dated November 26, 2019 and is entered into by and between
2672237 Ontario Limited, an Ontario corporation (“Assignor”), and Kinetic Group Inc., a Nevada corporation (“Assignee”).


 


For
good and valuation consideration, the receipt and sufficiency of which is hereby acknowledged, the Assignor hereby assigns, conveys
and transfers 100% of its right, title and interest in, to and under the warrant agreement and warrants forms of which attached
hereto as Annex A to the Assignee in exchange for 1/3 of the Assignee’s common stock on a Fully-diluted and fully-issued
basis to be issued, transferred and delivered to the order of Assignor (subject, in each case to beneficial ownership limitations
of 4.99% and/or 9.99% of the Assignee’s common stock) as soon as practicable upon written request of the Assignor after
the date hereof.


 


The
term “Fully-diluted and fully issued basis” means that all options, warrants or other convertible securities or instruments
or other rights to acquire common stock or any other existing or future classes of stock of the Company have been exercised or
converted, as applicable, in full regardless of whether any such options, warrants or other convertible securities or instruments
or other rights are then vested, convertible or exercisable in accordance with their terms.


 


This
Agreement shall be governed by the laws of the State of New York without reference to its conflicts of laws principles or the
conflicts of laws principles of any other jurisdiction.


 


Agreed
and accepted on the date first written above:


 


	2672237
    Ontario Limited	 
	 	 	 
	By:
    	Elisha
    Kalfa	 
	/s/
    Elisha Kalfa	 
	Title:
    	Authorized
    signatory	 
	 	 	 
	Kinetic
    Group Inc.	 
	 	 	 
	By:
    	Nathan
    Rosenberg	 
	/s/
    Nathan Rosenberg	 
	Title:
    	Authorized
    signatory	 


 




    	 	 	 



    	 



    

 


Annex
A


 


WARRANT
AGREEMENT


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of this 26th day of November 2019 (the “Effective Date”),
is entered into by and between Fairway LLC, a Nevada limited liability company, with its principal business address at 1000 North
Green Valley Parkway, Suite 440, Las Vegas NV 89074 (the “Company”) and 2672237 Ontario Limited a corporation incorporated
under the laws of the Province of Ontario with its principal business address at 535 Millway Avenue, Unit 3, Vaughan, Ontario
L4K 3V4 (the “Investor”). The Investor and the Borrower shall be collectively referred to as “Parties”.


 


RECITALS


 


WHEREAS,
the parties entered into a promissory note and loan agreement dated May 23, 2019 (the “Original Note”), pursuant to
which the Investor received warrants convertible into thirty-three percent (33%) of all outstanding membership interests/units
of the Company on a Fully-diluted and fully-issued basis (the “Warrants”) on the earlier of (i) the date that any
initial public offering, acquisition, merger, reverse merger or other transaction not in the ordinary course of business is consummated
or (ii) any date on which the Investor elects to convert such Warrants into membership interests/units of the Company so long
as such date is no later than 12 months from the date of the Original Note at an agreed and confirmed valuation of the Company
of Nine Million Dollars ($9,000,000); and


 


WHEREAS,
in order to obtain certain tax and structuring benefits in connection with a series of transactions that will result in the Company
becoming an indirect subsidiary of Kinetic Group Inc., a Nevada corporation, the Parties now wish to (i) enter into this agreement
in respect of the Warrants and (ii) amend and restate the Original Note.


 


AGREEMENT


 


Now,
therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 


		1.	Warrants.



 


1.1
In consideration for the loan made by the Investor to the Company pursuant to the Original Note, the Company hereby issues to
the Investor warrants covering 100% of the Loan (as defined in the Original Note) in the form attached hereto as Annex A and
reflecting the following terms and conditions (the “Warrants”):


 


		a.	The
                                         Warrants are convertible into thirty-three percent (33%) of all outstanding membership
                                         interests/units of the Company or, at the election of Investor in its sole discretion,
                                         common or preferred stock of any publicly-held company owned by or that owns the Company
                                         (“PubCo”) on a Fully-diluted and fully-issued basis on the earlier of (i)
                                         the date that any initial public offering, acquisition, merger, reverse merger or other
                                         transaction not in the ordinary course of business is consummated or (ii) any date on
                                         which the Investor elects to convert the Warrants into membership interests/units of
                                         the Company or common or preferred stock of PubCo so long as such date is no later than
                                         12 months from the date hereof at an agreed and confirmed valuation of the Company of
                                         Nine Million Dollars (U.S. $9,000,000). For the avoidance of doubt, it is agreed that
                                         “membership interests/units”, as used in this agreement, carry full membership/ownership
                                         rights and benefits, including, but not limited to voting rights, and are not limited
                                         to economic interests.



 




    	 	 	 



    	 



    

 


		b.	The
                                         term “Fully-diluted and fully issued basis” means that all options, warrants
                                         or other convertible securities or instruments or other rights to acquire membership
                                         interests/units or any other existing or future classes of membership interests/units
                                         of the Company or common stock or any other existing or future classes of stock of PubCo
                                         have been exercised or converted, as applicable, in full regardless of whether any such
                                         options, warrants or other convertible securities or instruments or other rights are
                                         then vested, convertible or exercisable in accordance with their terms.



 


		c.	The
                                         Warrants and the underlying membership interests/units or common stock exercisable thereto
                                         shall be collectively referred to as the “Securities.”



 


		1.2	The
                                         Warrants shall be exercisable for a period of 12 months of the Effective Date.
	 	 	 
		2.	Provisions
                                         Pertaining to Registration and Transfer of the Warrants



 


		a.	The
                                         Parties further acknowledge and are aware that the Securities may only be disposed of
                                         in compliance with respective U.S. state and U.S. federal securities laws (including
                                         without limitations, any holding period requirements). In connection with any transfer
                                         of Securities other than pursuant to an effective registration statement, the Company
                                         may require the transferor thereof to provide to the Company an opinion of counsel selected
                                         by the transferor and reasonably acceptable to the Company, the form and substance of
                                         which opinion shall be reasonably satisfactory to the Company, to the effect that such
                                         transfer does not require registration of such transferred Securities under the Securities
                                         Act of 1933, as amended (the “Securities Act”).



 




    	 	 	 



    	 



    

 


		b.	The
                                         Investor agrees to the imprinting, so long as is required by this Section 3.3 of a legend
                                         on any of the Securities in the following form:



 


“THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURIT!ES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,
THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”


 


		c.	Certificates
                                         evidencing the Securities shall not contain any legend (including the legend set forth
                                         in this Section): (i) while a registration statement covering the resale of such security
                                         is effective under the Securities Act, (ii) following any sale of such Securities pursuant
                                         to Rule 144, (iii) if the Securities are eligible for sale under Rule 144, without the
                                         requirement for the Company to be in compliance with the current public information required
                                         under Rule 144 as to such Securities and without volume or manner-of-sale restrictions,
                                         or (iv) if such legend is not required under applicable requirements of the Securities
                                         Act (including judicial interpretations and pronouncements issued by the staff of the
                                         Securities Exchange Commission).
	 	 	 
		d.	In
                                         the event that the Investor will sell any Securities pursuant to either the registration
                                         requirements of the Securities Act, including any applicable prospectus delivery requirements,
                                         or an exemption therefrom, and that if the Securities are sold pursuant to a Registration
                                         Statement, they will be sold in compliance with the plan of distribution set forth therein,
                                         and acknowledges that the removal of the restrictive legend from certificates representing
                                         the Securities as set forth herein is predicated upon the Company’s reliance upon
                                         this understanding.
	 	 	 
		e.	If
                                         applicable, with respect to any Warrants issued hereunder, the Company shall, immediately
                                         upon such issuance, cause PubCo to provide its transfer agent with an irrevocable instruction
                                         to reserve sufficient respective number of underlying securities issuable per such Warrant,
                                         so long as each such respective Warrant is exercisable.



 


	 	3.	This
                                         Warrant Agreement shall be governed by and construed in accordance with the laws of the
                                         State of New York, without giving effect to its principles regarding conflicts of law.



 




    	 	 	 



    	 



    

 


Please
indicate your acceptance of these terms by countersigning where indicated below.


 


	Fairway
    LLC	 
	 	 	 
	By:
    	Nathan
    Rosenberg	 
	Title:
    	Authorized
    signatory	 
	 	 	 
	Agreed
    and accepted:	 
	 	 	 
	2672237
    Ontario Limited	 
	 	 	 
	By:
    	Elisha
    Kalfa	 
	Title:
    	Authorized
    signatory	 


 




    	 	 	 



    	 



    

 


Annex
A


 


THIS
WARRANT AND THE MEMBERSHIP INTERESTS/UNITS OR SHARES OF COMMON STOCK ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS
OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER
SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.


 


WARRANT
TO PURCHASE MEMBERSHIP UNITS / SHARES OF COMMON STOCK


 


Company:
Fairway LLC


 


Holder:
2672237 Ontario Limited


 


Membership
Units: thirty-three percent (33%) of the membership interests/units (“Membership Units”) of the Company or, if applicable
shares of common stock of PubCo (as defined in the Warant Agreement) on a Fully-diluted and fully-issued basis on the earlier
of (i) the date that any initial public offering, acquisition, merger, reverse merger or other transaction not in the ordinary
course of business is consummated or (ii) any date on which the Investor elects to convert the Warrants into Membership Units
of the Company or common stock of PubCo so long as such date is no later than 12 months from the date hereof at an agreed and
confirmed valuation of the Company of Nine Million Dollars (U.S. $9,000,000) (collectively, “One Third of the Company”)


 


Class
of Stock/Equity: Membership Units of the Company or common stock of PubCo


 


Exercise
Price: not applicable; the Warrants evidenced hereby are exercisable without consideration


 


Issue
Date: November 26, 2019


 


Term:
See Section 4.1


 


THIS
WARRANT CERTIFIES THAT, for value received as consideration pursuant to that certain Original Note dated May 23, 2019 (as defined
in the Solstice Warrant Agreement of even date herewith (the “Warrant Agreement”)) and for other good and valuable
consideration the sufficiency of which is hereby acknowledged, Holder is entitled to receive One Third of the Company in the form
of (i) fully paid and nonassessable membership units of the Company or common stock of PubCo at the Exercise Price, all as set
forth herein, subject to the provisions and upon the terms and conditions set forth in this Warrant. It is agreed that the Holder,
in its sole discretion, may elect to receive shares of preferred stock instead of common stock and, as such, all references herein
to common stock shall, if applicable, include shares of preferred stock.


 




    	 	 	 



    	 



    

 


ARTICLE
1. EXERCISE.


 


1.1
Method of Exercise. Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in substantially
the form attached as Appendix 1 hereto to the principal office of the Company.


 


1.2
Delivery of Certificate and New Warrant. Promptly after Holder exercises this Warrant, the Company shall deliver to Holder
certificates for or other evidence (reasonably acceptable to the Holder) of the Membership Units or common stock received and,
if this Warrant has not been fully exercised and has not expired, a new Warrant representing the Membership Units or common stock
not so received.


 


1.3
Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the
Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.


 


ARTICLE
2. ADJUSTMENTS TO THE MEMBERSHIP UNITS.


 


2.1
Dividends, Splits, Combinations, Etc. If the Company declares or pays a dividend on the Membership Units payable in membership
units, or other securities, or common stock payable in common stock, or other securities, then upon exercise of this Warrant,
for each Membership Unit or share of common stock acquired, Holder shall receive, without cost to Holder, the total number and
kind of securities to which Holder would have been entitled had Holder owned the Membership Units or, if applicable, shares of
common stock of PubCo of record as of the date the dividend occurred. If the Company subdivides the Membership Units or if PubCo
subdivides its common stock by reclassification or otherwise into a greater number of interests/units or shares or takes any other
action which increases the amount of units into which the Membership Units are convertible shares of common stock into which such
shares of common stock are convertible, the number of interests/units or shares of common stock of PubCo purchasable hereunder
shall be proportionately increased and the Exercise Price shall be proportionately decreased. If the outstanding interests/units
of the Company or common stock of PubCo are combined or consolidated, by reclassification or otherwise, into a lesser number of
interests/units, the Exercise Price shall be proportionately increased and the number of Membership Units or, if applicable shares
of common stock of PubCo shall be proportionately decreased.


 


2.2
Reclassification, Exchange or Substitution, Etc. Upon any reclassification, exchange, substitution, or other event that
results in a change of the number and/or class of the securities issuable upon exercise or net exercise of this Warrant, Holder
shall be entitled to receive, upon exercise or net exercise of this Warrant, the number and kind of securities and property that
Holder would have received for the Membership Units or, if applicable, common stock of PubCo if this Warrant had been exercised
immediately before such reclassification, exchange, substitution, or other event. The Company or its successor shall promptly
issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable
upon exercise or net exercise of this Warrant as a result of such reclassification, exchange, substitution or other event that
results in a change of the number and/or class of securities issuable upon exercise or net exercise of this Warrant.


 




    	 	 	 



    	 



    

 


2.3
Merger or Consolidation. Upon any capital reorganization of the Company’s/PubCo’s capital stock or membership
interests (other than a subdivision, combination, reclassification or exchange of membership interests/units or common stock provided
for elsewhere in this Section 2) or a merger or consolidation of the Company or PubCo with or into another limited liability company
or corporation, then as a part of such reorganization, merger or consolidation, provision shall be made so that the Holder shall
thereafter be entitled to receive upon the exercise of this Warrant, the number and kind of securities and property of the Company,
or of the successor company/corporation resulting from such reorganization, merger or consolidation, to which that Holder would
have received for the Membership Units if this Warrant had been exercised immediately before such reorganization, merger or consolidation.


 


2.4
Fractional Membership Units. No fractional Membership Units or shares of common stock shall be issuable upon exercise or
net exercise of this Warrant and the number of Membership Units or shares of common stock to be issued shall be rounded up to
the nearest whole Membership Unit or share of common stock.


 


ARTICLE
3. COVENANTS OF THE COMPANY.


 


3.1
Notice of Certain Events. If the Company or PubCo proposes at any time (a) to declare any dividend or distribution upon
or in respect of any of its membership interests/units or common stock, whether in cash, property, stock, or other securities
and whether or not a regular cash dividend; (b) to effect any reclassification or recapitalization of any of its membership interests/units
or stock; or (c) to merge or consolidate with or into any other company or corporation, or sell, lease, license, or convey all
or substantially all of its assets, or to liquidate, dissolve or wind up, then, in connection with each such event, the Company
shall give Holder: (1) at least three (3) days prior written notice of the date on which a record will be taken for such dividend,
distribution, or subscription rights (and specifying the date on which the holders of its membership interests/units will be entitled
thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) above; and (2) in the case of
the matters referred to in (b) and (c) above at least three (3) days prior written notice of the date when the same will take
place (and specifying the date on which the holders of its membership interests/units or common stock will be entitled to exchange
their membership interests/units or common stock for securities or other property deliverable upon the occurrence of such event).


 


3.2
No Stockholder Rights or Liabilities. Except as provided in this Warrant, the Holder will not have any rights as a member
of the Company or PubCo until the exercise of this Warrant. Absent an affirmative action by the Holder to purchase the Membership
Units or common stock of PubCo, the Holder shall not have any liability as a member of the Company or PubCo.


 




    	 	 	 



    	 



    

 


3.3
Closing of Books. The Company will at no time close and will procure that PubCo will at no time close its transfer books
against the transfer of this Warrant or of any Membership Units or shares of common stock issued or issuable upon the exercise
of this Warrant in any manner which interferes with the timely exercise of this Warrant.


 


ARTICLE
4. MISCELLANEOUS.


 


4.1
Term. This Warrant is exercisable in whole or in part at any time and from time to time on or before the earlier of 5:00
pm Israel Time on the first (1st) anniversary of the Issue Date.


 


4.2
Legends. This Warrant and the Membership Units or common stock of PubCo (and the securities issuable, directly or indirectly,
upon conversion of the Membership Units or common shares of PubCo, if any) shall be imprinted with a legend in substantially the
following form:


 


THIS
WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND
UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.


 


4.3
Transfers. This Warrant and any securities issuable upon exercise of this Warrant (and the securities issuable, directly
or indirectly, upon conversion of the Membership Units or common shares, if any) may not be transferred or assigned in whole or
in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including,
without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company,
as reasonably requested by the Company). After compliance with all restrictions on transfer set forth in this Section 4.3, and
within a reasonable time after the Company’s receipt of an executed Assignment Form in the form attached hereto, the transfer
shall be recorded on the books of the Company or PubCo upon the surrender of this Warrant, properly endorsed, to the Company at
its principal offices. In the event of a partial transfer, the Company shall issue to the new holders one or more appropriate
new warrants.


 


4.4
Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered
and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as
may have been furnished to the Company or the Holder, as the case may (or on the first business day after transmission by facsimile)
be, in writing by the Company or such Holder from time to time. Effective upon receipt of the fully executed Warrant, all notices
to the Holder shall be addressed as set forth on the signature page hereto until the Company receives notice of a change of address
in connection with a transfer or otherwise. Notice to the Company shall be addressed as set forth on the signature page hereto
until the Holder receives notice of a change in address.


 


4.5
Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge or termination is sought.


 


4.6
Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement.


 


4.7
Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without
giving effect to its principles regarding conflicts of law.


 




    	 	 	 



    	 



    

 


Appendix
1


FAIRWAY
LLC


CONVERSION
NOTICE


 


Reference
is made to the Warrant Agreement dated November 26, 2019 between Fairway LLC and 2672237 Ontario Limited (the “Warrant Agreement”).
In accordance with and pursuant to the Warrant Agreement, the undersigned hereby elects to convert the Warrant into thirty-three
percent (33%) of all outstanding membership interests/units of the Company or shares of common stock of PubCo on a Fully-diluted
and fully-issued basis ordinary/common, as of the date specified below. Capitalized terms used but not defined herein have the
meanings assigned to such terms in the Warrant Agreement.


 


	 	Date
    of Conversion:	 


 


	 	Number
    of membership interests/units of to be issued:	 


 


 


Number
of shares of common stock of ___________________ to be issued:


 


Please
issue the membership interests/units (or its equivalent) or shares of common stock of _________________in the following name and
to the following address:


 


Issue
to: _________________________________________


_________________________________________


 


Address:
_________________________________________


 


Telephone
Number: ________________________________


 


Email
address: _________________________________


 


Holder:
__________________________________________


By:


Title: