Exhibit
10.1


 


ASSET
PURCHASE AGREEMENT


 


THIS
made as of the 20th day of April 2022.


 


AMONG:


 


DYNAMIC
INNOVATIVE SOLUTIONS LIMITED, a company incorporated
pursuant to the laws of Nevada with an office located at 50 West Liberty Street, Suite 880, Reno, NV, 89501, USA (the “Purchaser”);


 


		AND:	MSB
    GLOBAL LIMITED, a private company incorporated
    in England and Wales with an office located at Sati Room, 12 John Princes Street, London, United Kingdom, W1G 0JR (the “Vendor”);


 


A. The
Vendor owns a 100% undivided interest in and to an online learning and corporate training computer and mobile device application (the
“Application”); and


 


B.
The Purchaser wishes to acquire and the Vendor wishes to sell, transfer, and deliver, on the terms and conditions set forth in this Agreement,
all of Vendor’s right, title and interest in and to the Application, free and clear of all Encumbrances (as defined below), and
subject to the Vendor completing a working prototype of the Application acceptable to the Purchaser; and


 


In
consideration of the undertakings of the parties, their mutual promises and covenants, and other valuable consideration as provided,
the parties, intending to be legally bound, hereby agree as follows:


 


ARTICLE
1 – INTERPRETATION


 


		1.1	Definitions


 


In
this Agreement, the following terms and expressions will have the following meanings:


 


	 	(a)	“Accrued
    Interest” shall mean simple interest at an annual rate of 5% that shall accrue on the Note;


 


	 	(b)	“Agreement”
    means this asset purchase agreement and all instruments amending it; “hereof”, “hereto” and
    “hereunder” and similar expressions mean and refer to this Agreement and not to any particular Article, Section,
    or other subdivision; “Article”, “Section” or other subdivisions of this Agreement followed
    by a number means and refers to the specified Article, Section or other subdivision of this Agreement;


 






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	 	(c)	“Application” means, collectively the full commercial version of the “Learning Hub” computer and mobile device application;


 


	 	(d)	“Business
    Day” means any day other than a Saturday, a Sunday or a statutory holiday in the State of Nevada;


 


	 	(e)	“Closing”
    means the completion of the Transaction pursuant to this Agreement at the Closing Time;


 


	 	(f)	“Closing
    Date” means on or before April 30, 2022, or such other date agreed to by the parties;


 


	 	(g)	“Closing
    Time” means 10:00 am in the City of Nevo, Nevada on the Closing Date or such other time on the Closing Date as the Parties
    may agree upon as the time at which the Closing shall take place;


 


	 	(h)	“Completion
    Date” has the meaning ascribed in Section 6.3.


 


	 	(i)	“Consent”
    means a license, permit, approval, consent, certificate, registration or authorization (including, without limitation, those made
    or issued by a Regulatory Authority, in respect of a Contract, or otherwise);


 


	 	(j)	“Contract”
    means any agreement, understanding, indenture, contract, lease, deed of trust, license, option, instrument or other commitment, whether
    written of oral;


 


	 	(k)	“Dispute”
    shall have the meaning ascribed in Section 8.1;


 


	 	(l)	“Encumbrances”
    means mortgages, charges, pledges, security interests, liens, encumbrances, actions, claims, demands and equities of any nature whatsoever
    or howsoever arising and any rights or privileges capable of becoming any of the foregoing;


 


	 	(m)	“Law”
    or “Laws” means all requirements imposed by statutes, regulations, rules, ordinances, by-laws, decrees, codes,
    policies, judgments, orders, rulings, decisions, approvals, notices, permits, guidelines or directives of any Regulatory Authority;


 






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	 	(n)	“Loss”
    and “Losses” mean any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities,
    costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional
    fees and expenses, but excluding damages for lost profits or lost business opportunities and excluding any indirect, consequential
    or punitive damages suffered by the Purchaser or the Vendor;


 


	 	(o)	“Note”
    shall have the meaning ascribed in Section 2.1(c);


 


	 	(p)	“Parties”
    means the Vendor and the Purchaser and any other person that may become a party to this Agreement, and Party means any one of them;


 


	 	(q)	“person”
    includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency
    and any other form of entity or organization;


 


	 	(r)	“Regulatory
    Authority” means any government, regulatory or administrative authority, agency, commission, utility or board (federal,
    state, municipal or local, domestic or foreign) having jurisdiction in the relevant circumstances and any person acting under the
    authority of any of the foregoing and any judicial, administrative or arbitral court, authority, tribunal or commission having jurisdiction
    in the relevant circumstances;


 


	 	(s)	“Transaction”
    means the purchase and sale of the Application and all other transactions contemplated by this Agreement, including the execution
    of the Note; and


 


	 	(t)	“Valuation”
    shall have the meaning ascribed in Section 2.1(c).


 






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		1.2	Best
    Knowledge


 


Any
reference herein to “the best knowledge” of the Vendor will be deemed to mean the actual knowledge of the directors
of the Vendor, together with the knowledge which they would have had if they had conducted a diligent inquiry into the relevant subject
matter.


 


		1.3	Currency


 


Unless
otherwise indicated, all references to dollar amounts in this Agreement are expressed in United States currency.


 


		1.4	Governing
    Law


 


This Agreement shall be exclusively governed by
and construed and interpreted in accordance with the laws of the State of Nevada and the federal laws of the United States applicable
therein. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of Nevada with respect to any matter arising
under or related to this Agreement.


 


		1.5	Interpretation
    Not Affected by Headings


 


The
division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Agreement.


 


		1.6	Number
    and Gender


 


In
this Agreement, unless the context otherwise requires, any reference to gender shall include both genders and words importing the singular
number shall include the plural and vice-versa.


 


		1.7	Time
    of Essence


 


Time
shall be of the essence of every provision of this Agreement.


 


		1.8	Severability


 


Each
of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such
provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision
hereof.


 





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		1.9	Calculation
    of Time Periods


 


Where
a time period is expressed to begin or end at, on or with a specified day, or to continue to or until a specified day, the time period
includes that day. Where a time period is expressed to begin after or to be from a specified day, the time period does not include that
day. Where anything is to be done within a time period expressed after, from or before a specified day, the time period does not include
that day. If the last day of a time period is not a Business Day, the time period shall end on the next Business Day.


 


		1.10	Statutory
    Instruments


 


Unless
otherwise specifically provided in this Agreement, any reference in this Agreement to any Law shall be construed as a reference to such
Law as amended or re-enacted from time to time or as a reference to any successor thereto.


 


ARTICLE
2 – PURCHASE AND SALE


 


		2.1	Purchase
    and Sale of Application


 


On
the terms and subject to the fulfilment of the conditions of this Agreement, the Vendor agrees to sell, assign and transfer to the Purchaser,
and the Purchaser agrees to purchase from the Vendor at the Closing Time on the Closing Date, the Application in consideration of the
Purchaser:


 


	 	(a)	paying
    $5,000.00 to the Vendor upon execution of this Agreement;


 


	 	(b)	paying
    an additional $20,000.00 to the Vendor upon the Vendor’s delivery of a working prototype of the Application to the Purchaser
    in a form acceptable to the Purchaser; and


 





	 	(c)	issuing a promissory note (the “Note”) to the Vendor for an amount equal to the estimation of value of the Application acceptable to both parties (the “Valuation”) less the $25,000.00 in cash payments made in accordance with Sections 2.1(a) and (b). Notwithstanding the Valuation’s estimation of value of the Application, the amount of the Note shall not be less than $25,000.00 and shall not exceed $125,000.00. The Note shall bear simple interest at a rate of 5% per annum and all principal and accrued interest shall be payable in full and on demand provided that the Vendor’s demand shall not be made until a date that is at least three years from the date of the Valuation.


 






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		2.2	Operational
    Data and Databases


 


All
operational data and databases relating to the Application shall be jointly owned by the Purchaser and Vendor. Notwithstanding this joint
ownership of the data and databases, the Vendor shall not be entitled to use the data for any purpose that competes directly or indirectly
with the Purchaser’s use and operation of the Application for ride-hailing and food delivery.


 


ARTICLE
3 – REPRESENTATIONS AND WARRANTIES


 


		3.1	Representations
    and Warranties of the Vendor


 


The
Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such
representations and warranties in entering into this Agreement and completing the Transaction:


 





(1) Incorporation
and Existence of the Vendor. The Vendor is a corporation incorporated and existing under the laws of England and Wales.


 


(2)
Options. Except for the Purchaser’s right in this Agreement, no person has any option, warrant, right, call, commitment,
conversion right, right of exchange or other agreement or any right or privilege (whether by law, pre-emptive or contractual) capable
of becoming an option, commitment, conversion right, right of exchange or other agreement for the purchase from the Vendor of the Application,
or any license or similar right with respect to the Application.


 


(3)
Intellectual Property Rights. To the best knowledge of the Vendor, the Application does not in any respect infringe the right
of any person under or in respect of any patent, design, trade mark, trade name, copyright or other industrial or intellectual property.


 





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(4)
Validity of Agreement.


 


	 	(a)	The
    Vendor has all necessary corporate power to own the Application and to enter into and perform its obligations under this Agreement,
    and the Vendor has all necessary corporate power to enter into and perform its obligations under any other agreements or instruments
    to be delivered or given by it pursuant to this Agreement.


 


	 	(b)	The
    Vendor’s execution and delivery of, and performance of its obligations under, this Agreement and the consummation of the Transaction
    have been duly authorized by all necessary corporate action on the part of the Vendor.


 


	 	(c)	This
    Agreement or any other agreements entered into pursuant to this Agreement to which the Vendor is a party constitute legal, valid
    and binding obligations of the Vendor enforceable against it in accordance with their respective terms, except as enforcement may
    be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies
    may be granted only in the discretion of a court of competent jurisdiction.


 


(5)
No Violation. The execution and delivery of this Agreement by the Vendor, the consummation of the Transaction and the fulfilment
by the Vendor of the terms, conditions and provisions hereof will not (with or without the giving of notice or lapse of time, or both):


 


	 	(a)	contravene
    or violate or result in a material breach or a material default under or give rise to a right of termination, amendment or cancellation
    or the acceleration of any obligations of the Vendor under:


 


		(i)	any
    applicable Law;


 


	 	(ii)	any
    judgment, order, writ, injunction or decree of any Regulatory Authority having jurisdiction over the Vendor;


 


	 	(iii)	its
    Articles of Incorporation or any resolutions of the board of directors or shareholders of the Vendor;


 


	 	(iv)	any
    Consent held by the Vendor or necessary to the ownership of the Application; or


 


	 	(v)	the
    provisions of any Contract to which the Vendor is a party or by which it is, or any of its properties or assets are, bound; or


 


	 	(b)	result
    in the creation or imposition of any Encumbrance on any of the Application.


 





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(6)
Regulatory and Contractual Consents. To the knowledge of the Vendor, there is no requirement to make any filing with, give any
notice to or obtain any Consent from any Regulatory Authority as a condition to the lawful consummation of the Transaction. There is
no requirement under any Contract to which the Vendor is a party or by which the Vendor is bound to make any filing with, give any notice
to, or to obtain the Consent of, any party to such Contract relating to the Transaction.


 



(7)
Compliance with Laws. The Vendor has complied, in all material respects, with all Laws applicable to the Application.


 


(8)
Full Disclosure. No representation or warranty by the Vendor in this Agreement and no statement contained in any certificate or
other document furnished or to be furnished to the Purchaser pursuant to this Agreement contains any untrue statement of a material fact,
or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are
made, not misleading.


 


		3.2	Representations
    and Warranties of the Purchaser


 


The
Purchaser hereby makes the following representations and warranties to the Vendor and acknowledges that the Vendor is relying on such
representations and warranties in entering into this Agreement and completing the Transaction:


 


(1)
Incorporation and Existence. The Purchaser has been duly incorporated and organized and is a valid and subsisting company under
the laws of the State of Nevada, and is duly qualified to carry on business in the State of Nevada and in each other jurisdiction, if
any, wherein the carrying out of the activities contemplated makes such qualifications necessary.


 


(2)
Validity of Agreement.


 


	 	(a)	The
    Purchaser has all necessary corporate power to own the Application. The Purchaser has all necessary corporate power to enter into
    and perform its obligations under this Agreement and any other agreements or instruments to be delivered or given by it pursuant
    to this Agreement.





 


	 	(b)	The
    execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transaction have been duly authorized
    by all necessary corporate action on the part of the Purchaser.


 


	 	(c)	This
    Agreement or any other agreements entered into pursuant to this Agreement to which the Purchaser is a party constitute legal, valid
    and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except as
    enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable
    remedies may be granted only in the discretion of a court of competent jurisdiction.


 





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(3)
No Violation. The execution and delivery of this Agreement by the Purchaser, the consummation of the Transaction and the fulfilment
by the Purchaser of the terms, conditions and provisions hereof will not (with or without the giving of notice or lapse of time, or both):


 


	 	(a)	contravene
    or violate or result in a breach or a default under or give rise to a right of termination, amendment or cancellation or the acceleration
    of any obligations of the Purchaser, under:


 


	 	(i)	any
    applicable Law;


 


	 	(ii)	any
    judgment, order, writ, injunction or decree of any Regulatory Authority having jurisdiction over the Purchaser;


 


	 	(iii)	the
    Articles of Incorporation, or any resolutions of the board of directors or shareholders of the Purchaser;


 


	 	(iv)	any
    Consent held by the Purchaser; or


 


	 	(v)	the
    provisions of any Contract to which the Purchaser is a party or by which it is, or any of its properties or assets are, bound.


 


(4)
Brokers. The Purchaser has not engaged any broker or other agent in connection with the Transaction and, accordingly, there is
no commission, fee or other remuneration payable to any broker or agent who purports or may purport to have acted for the Purchaser.


 


(5)
Consents. There is no requirement for the Purchaser to make any filing with, give any notice to or obtain any Consent from any
Regulatory Authority as a condition to the lawful consummation of the Transaction.


 


		3.3	Survival
    of Covenants, Representations and Warranties of the Vendor


 


To
the extent that they have not been fully performed at or prior to the Closing Time, and unless otherwise provided, the covenants, representations
and warranties of the Vendor contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered
pursuant to this Agreement shall survive the Closing and shall continue for the benefit of the Purchaser for a period of two years notwithstanding
such Closing, nor any investigation made by or on behalf of the Purchaser or any knowledge of the Purchaser, except that the representations
and warranties set out in Section 3.1(1) to and including 3.1(4) and the corresponding representations and warranties set out in
the certificates to be delivered pursuant to Section 6.1, shall survive the Closing and continue in full force and effect without
limitation of time.


 





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		3.4	Survival
    of Covenants, Representations and Warranties of the Purchaser


 


To
the extent that they have not been fully performed at or prior to the Closing Time, and unless otherwise provided, the covenants, representations
and warranties of the Purchaser contained in this Agreement and in any agreement, instrument, certificate or other document delivered
pursuant to this Agreement shall survive the Closing and shall continue for the benefit of the Vendor for a period of two years notwithstanding
such Closing, nor any investigation made by or on behalf of the Vendor or any knowledge of the Vendor, except that the representations
and warranties set out in Sections 3.2(1) and 3.2(4), and the corresponding representations and warranties set out in the certificates
to be delivered pursuant to Section 6.2, shall survive the Closing and shall continue in full force and effect without limitation
of time.


 


ARTICLE
4 – COVENANTS


 


		4.1	Maintenance
    of Corporate Status


 


Prior
to Closing and for a period of a least 36 months after the Closing Date, the Purchaser and Vendor shall each use their commercially reasonable
efforts to remain a corporation validly subsisting under the laws of its jurisdiction of existence, licensed, registered or qualified
as a foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted
by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance
in all material respects with all applicable laws, rules and regulations of each such jurisdiction.


 


		4.2	Due
    Diligence Review


 


The
Vendor shall make available to the Purchaser upon execution of this Agreement any and all files, documents, records or other information
in its possession relating to the Application that may be of use to the Purchaser in conducting a due diligence review. The Vendor shall
also use their best efforts to obtain for the Purchaser such additional other records or information as reasonably requested by the Purchaser
for purposes of assessing the Application.


 


ARTICLE
5 – CONDITIONS


 


		5.1	Mutual
    Conditions Precedent


 


The
respective obligations of the parties hereto to consummate the transactions contemplated hereby are subject to the satisfaction, on or
prior to the Closing Time, of the Purchaser and the Vendor having entered into the Note.


 






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		5.2	Conditions
    to the Obligations of the Purchaser


 


Notwithstanding
anything herein contained, the obligation of the Purchaser to complete the transactions provided for herein will be subject to the fulfillment
of the following conditions at or prior to the Closing Time:


 


	 	(a)	The
    representations and warranties of the Vendor contained in this Agreement shall be true and accurate on the date hereof and at the
    Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time (regardless
    of the date as of which the information in this Agreement is given).


 


	 	(b)	The
    Vendor shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them at or
    prior to the Closing Time.


 


	 	(c)	The
    Vendor shall have delivered to the Purchaser a certificate in a form satisfactory to the Purchaser confirming that the facts with
    respect to each of the representations and warranties of the Vendor are as set out herein and remain true at the Closing Time and
    that the Vendor has performed each of the covenants required to be performed by it hereunder.


 


	 	(d)	No
    order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction will have been made, and no action or
    proceeding will be pending or threatened which, in the opinion of counsel to the Purchaser, is likely to result in an order, decision
    or ruling:


 


	 	(i)	to
    disallow, enjoin, prohibit or impose any limitations or conditions on the Transaction or the transactions contemplated hereby; or


 


	 	(ii)	to
    impose any limitations or conditions which may have an adverse effect on the Application.


 


	 	(e)	All
    consents, approvals authorizations of any governmental or regulator authority or person whose consent to the Transaction is required
    to be obtained in order to carry out the transactions contemplated hereby in compliance with all laws and agreements binding upon
    the parties hereto will have been obtained.


 


The
conditions contained in this Section 5.2 are inserted for the exclusive benefit of the Purchaser and may be waived in whole or in
part by the Purchaser at any time. The Vendor acknowledges that the waiver by the Purchaser of any condition or any part of any condition
will constitute a waiver only of such condition or such part of such condition, as the case may be, and will not constitute a waiver
of any covenant, agreement, representation or warranty made by the Vendor herein that corresponds or is related to such condition or
such part of such condition, as the case may be. If any of the conditions contained in this Section 5.2 are not fulfilled or complied
with in all material respects as herein provided, the Purchaser may, at or prior to the Closing Time at its option, rescind this Agreement
by notice in writing to the Vendor and in such event the Purchaser will be released from all obligations hereunder and, unless the condition
or conditions which have not been fulfilled are reasonably capable of being fulfilled or caused to be fulfilled by the Vendor, then the
Vendor will also be released from all obligations hereunder.


 





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		5.3	Conditions
    to the Obligations of the Vendor


 


Notwithstanding
anything herein contained, the obligations of the Vendor to complete the transactions provided for herein will be subject to the fulfillment
of the following conditions at or prior to the Closing Time:


 


	 	(a)	The
    representations and warranties of the Purchaser contained in this Agreement or in any documents delivered in order to carry out the
    transactions contemplated hereby will be true and accurate on the date hereof and at the Closing Time with the same force and effect
    as though such representations and warranties had been made as of the Closing Time (regardless of the date as of which the information
    in this Agreement is given).


 


	 	(b)	The
    Purchaser shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at
    or prior to the Closing Time.


 


	 	(c)	The
    Purchaser shall have delivered to the Vendor a certificate confirming that the facts with respect to each of the representations
    and warranties of the Purchaser are as set out herein at the Closing Time and that the Purchaser has performed each of the covenants
    required to be performed by it hereunder.


 


	 	(d)	The
    Purchaser obtaining the Valuation no later than December 31, 2022.


 


	 	(e)	There
    shall have been no material adverse change in the business of the Purchaser.


 


	 	(f)	No
    order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction will have been made, and no action or
    proceeding will be pending or threatened which, in the opinion of counsel to the Vendor, is likely to result in an order, decision
    or ruling:


 


		(i)	to
disallow, enjoin, prohibit or impose any limitations or conditions on the Transaction or the transactions contemplated hereby; or



 


		(ii)	to
impose any limitations or conditions which may have an adverse effect on the business of the Purchaser.



 


	 	(g)	All
    consents, approvals and authorizations of any governmental or regulatory authority or person whose consent to the Transaction is
    required to be obtained in order to carry out the transactions contemplated hereby in compliance with all laws and agreements binding
    upon the parties hereto will have been obtained.


 





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The
conditions contained in this Section 5.3 hereof are inserted for the exclusive benefit of the Vendor and may be waived in whole
or in part by the Vendor at any time. The Purchaser acknowledges that the waiver by the Vendor of any condition or any part of any condition
will constitute a waiver only of such condition or such part of such condition, as the case may be, and will not constitute a waiver
of any covenant, agreement, representation or warranty made by the Vendor herein that corresponds or is related to such condition or
such part of such condition, as the case may be. If any of the conditions contained in this Section 5.3 hereof are not fulfilled
or complied with as herein provided, the Vendor may, at or prior to the Closing Time at its option, rescind this Agreement by notice
in writing to the Purchaser and in such event the Vendor will be released from all obligations hereunder and, unless the condition or
conditions which have not been fulfilled are reasonably capable of being fulfilled or caused to be fulfilled by the Purchaser, then the
Purchaser will also be released from all obligations hereunder.


 


ARTICLE
6 – CLOSING


 


		6.1	Vendor
    Deliveries


 


At
the Closing Time, the Vendor shall deliver to the Purchaser the following in form and substance satisfactory to the Purchaser:


 


	 	(a)	the
    certificate of the Vendor contemplated in Section 5.2;


 


	 	(b)	certified
    copy of the resolution of the directors and the shareholders of the Vendor authorizing the execution and delivery of this Agreement
    and the performance by the Vendor of the terms of the Agreement; and


 


	 	(c)	all
    documentation and other evidence reasonably requested by the Purchaser in order to establish the due authorization and consummation
    of the Transaction, including the taking of all corporate proceedings by the boards of directors and shareholders of the Vendor required
    to effectively carry out the obligations of the Vendor pursuant to this Agreement.


 


		6.2	Purchaser
    Deliveries


 


At
the Closing Time, the Purchaser shall deliver to the Vendor the following in form and substance satisfactory to the Vendor:


 


	 	(a)	the
    certificate of the Purchaser contemplated in Section 3.4;


 


	 	(b)	the
    Valuation;


 






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	 	(c)	the
    Note, which shall be validly issued and executed by the Purchaser;


 


	 	(d)	a
    certified copy of the resolution of the directors of the Purchaser authorizing the execution and delivery of this Agreement and the
    Note, and the performance by the Purchaser of the terms of the Agreement; and


 


	 	(e)	all
    documentation and other evidence reasonably requested by the Vendor in order to establish the due authorization and consummation
    of the Transaction, including the taking of all corporate proceedings by the boards of directors and shareholders of the Purchaser
    required to effectively carry out the obligations of the Purchaser pursuant to this Agreement.


 


		6.3	Post-Closing
    Obligation


 


Forthwith
following the date (“Completion Date”) that the Purchaser pays the entire Note and all Accrued Interest to the Vendor,
the Vendor shall deliver an executed bill of sale to the Purchaser dated as of the Completion Date relating to the Application purchase
contemplated by this Agreement pursuant to which the Vendor sells, assigns and transfer to the Purchaser a 100% undivided interest in
the Application, free and clear of all Encumbrances whatsoever.


 


		6.4	Place
    of Closing


 


The
Closing shall take place at the Closing Time at the offices of the Purchaser or at such other place as the Purchaser and the Vendor may
agree upon in writing.


 


ARTICLE
7 – INDEMNIFICATION


 


		7.1	Purchaser
    Indemnity


 


The
Purchaser will indemnify, defend, and hold harmless the Vendor from, against, for, and in respect of any and all Losses asserted against,
relating to, imposed upon, or incurred by the Vendor by reason of, resulting from, based upon or arising out of (i) any misrepresentation,
misstatement or breach of warranty of the Purchaser contained in or made pursuant to this Agreement or any certificate or other instrument
delivered pursuant to this Agreement; or (ii) the breach or partial breach by the Purchaser of any covenant or agreement of the Purchaser
made in or pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement.


 


		7.2	Vendor
    Indemnity


 


The
Vendor will indemnify, defend, and hold harmless the Purchaser from, against, for, and in respect of any and all Losses asserted against,
relating to, imposed upon, or incurred by the Purchaser by reason of, resulting from, based upon or arising out of (i) any misrepresentation,
misstatement or breach of warranty of Vendor contained in or made pursuant to this Agreement or any certificate or other instrument delivered
pursuant to this Agreement; or (ii) the breach or partial breach by the Vendor of any covenant or agreement of the Vendor made in or
pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement.


 






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ARTICLE
8 – GENERAL


 


		8.1	Confidentiality


 


The
Purchaser covenants and agrees that, except as otherwise authorized by the Vendor and until the Closing, neither the Purchaser nor its
representatives, agents or employees will disclose to third parties, directly or indirectly, any confidential information or confidential
data relating to the Vendor or the Business discovered or received by the Purchaser or its representatives, agents or employees as a
result of the Vendor making available to the Purchaser and its representatives, agents or employees the information requested by them
in connection with the Transaction.


 


		8.2	Notices


 


(1)
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted
by facsimile or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows:


 


	 	(a)	if
    to the Vendor:


 


MSB
global limited





Sati
Room, 12 John Princes Street, London, United Kingdom


W1G
0JR


 


	 	(b)	if
    to the Purchaser:


 


DYNAMIC
INNOVATIVE SOLUTIONS LIMITED


50
West Liberty Street, Suite 880, Reno, NV, 89501, USA


 


(2)
Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted
(or, if such day is not a Business Day, on the next following Business Day) or, if mailed, on the third Business Day following the date
of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labor dispute
or other event that might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder
shall be delivered or transmitted by means of recorded electronic communication as described.


 


(3)
Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this
Section 9.3.


 


		8.3	Public
    Announcements and Disclosure


 


The
Parties shall consult with each other before issuing any press release or making any other public announcement with respect to this Agreement
or the Transaction and, except as required by any applicable Law or stock exchange having jurisdiction, no Party shall issue any such
press release or make any such public announcement without the prior written consent of the others, which consent shall not be unreasonably
withheld or delayed. Prior to any such press release or public announcement, none of the Parties shall disclose this Agreement or any
aspect of the Transaction except to its board of directors, its senior management, its legal, accounting, financial or other professional
advisors, any financial institution contacted by it with respect to any financing required in connection with the Transaction and counsel
to such institution, or as may be required by any applicable Law or stock exchange having jurisdiction.


 





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		8.4	Assignment


 


The
rights of the Purchaser hereunder are not assignable without the written consent of the Vendor. The rights of the Vendor hereunder are
not assignable without the written consent of the Purchaser.


 


		8.5	Commercially
    Reasonable Efforts


 


The
Parties acknowledge and agree that, for all purposes of this Agreement, an obligation on the part of any Party to use its “commercially
reasonable efforts” to obtain any waiver, Consent or other document shall not require such Party to make any payment to any person
for the purpose of procuring the same, other than payments for amounts due and payable to such person, payments for incidental expenses
incurred by such person and payments required by any applicable law or regulation.


 


		8.6	Expenses


 


Unless
otherwise provided, each of the Vendor and the Purchaser shall be responsible for the expenses (including fees and expenses of legal
advisers, accountants and other professional advisers) incurred by them, respectively, in connection with the negotiation and settlement
of this Agreement and the completion of the Transaction. In the event of termination of this Agreement, the obligation of each Party
to pay its own expenses will be subject to any rights of such Party arising from a breach of this Agreement by another Party. The Purchaser
shall be exclusively responsible for the cost of the Valuation.


 


		8.7	Further
    Assurances


 


Each
of the Parties shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents
and things as the other Parties may reasonably require from time to time after Closing at the expense of the requesting Party for the
purpose of giving effect to this Agreement and shall use reasonable efforts and take all such steps as may be reasonably within its power
to implement to their full extent the provisions of this Agreement.


 


		8.8	Entire
    Agreement


 


This
Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements,
understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations,
warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter except provided
in this Agreement. No reliance is placed by any Party on any warranty, representation, opinion, advice or assertion of fact made by any
Party or its directors, officers, employees or agents, to any other Party or its directors, officers, employees or agents, except to
the extent that it has been reduced to writing and included in this Agreement.


 





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		8.9	Waiver,
    Amendment


 


Except
as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the
Party to be bound. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver
of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.


 


		8.10	Rights
    Cumulative


 


The
rights and remedies of the Parties are cumulative and not alternative.


 


		8.11	Counterparts


 


This
Agreement may be executed in any number of counterparts, and/or by facsimile or e-mail transmission of Adobe Acrobat files, each of which
shall constitute an original and all of which, taken together, shall constitute one and the same instrument. Any Party executing this
Agreement by fax or Adobe Acrobat file shall, immediately following a request by any other Party, provide an originally executed counterpart
of this Agreement provided, however, that any failure to so provide shall not constitute a breach of this Agreement.


 


[Signature
page follows]


 





    17



     


    

 


IN
WITNESS WHEREOF this Agreement has been executed by the Parties.


 


DYNAMIC
INNOVATIVE SOLUTIONS LIMITED


 





	Per: 	/s/ WING LEUNG HO	 



 


Authorized
Signatory


 


msb
global limited


 


	Per: 	/s/ CHUNG MING BRUCE HUI	 






 


Authorized
Signatory


 





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