Form 8-K Slinger Bag Inc. For: Apr 15

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM
8-Okay

 

CURRENT
REPORT

PURSUANT
TO SECTION 13 OR 15(d) OF THE

SECURITIES
EXCHANGE ACT OF 1934

 

April
15, 2021

Date
of Report (Date of earliest occasion reported)

 

SLINGER
BAG INC.

(Actual
Identify of Registrant as Laid out in Constitution)

 

Nevada
 
333-214463
 
61-1789640(State
or different jurisdiction
 
(Fee

 
(IRS
Employerof
incorporation)
 
File
Quantity)
 
Identification
No.)

 

2709
N. Rolling Highway, Suite 138

Windsor Mill, MD

21244

(Deal with
of Principal Govt Workplaces)

 

(443)
– 407 7564

(Registrant’s
phone quantity, together with space code)

 

N/A

(Former
Identify or Former Deal with, if Modified Since Final Report.)

 

Verify
the suitable field beneath if the Type 8-Okay submitting is meant to concurrently fulfill the submitting obligation of the registrant
below any of the next provisions (see Common Instruction A.2. beneath):

 

[  ]
Written
communications pursuant to Rule 425 below the Securities Act (17 CFR 230.425) 
 [  ]
Soliciting
materials pursuant to Rule 14a-12 below the Change Act (17 CFR 240.14a-12) 
 [  ]
Pre-commencement
communications pursuant to Rule 14d-2(b) below the Change Act (17 CFR 240.14d-2(b)) 
 [  ]
Pre-commencement
communications pursuant to Rule 13e-4(c) below the Change Act (17 CFR 240.13e-4(c)) 

Securities
registered pursuant to Part 12(b) of the Act: Not Relevant

 

Rising
progress firm [X]

 

 

 

Merchandise
1.01 Entry right into a Materials Settlement

 

On
April 15, 2021, Slinger Bag Inc. (“SBI”) and its subsidiaries, Slinger
Bag Americas Inc., (“SBA”), Slinger Bag Canada, Inc., (“SBC”), Slinger Bag Worldwide (UK) Restricted
(“SB UK”), and Slinger Bag Ltd., (“SBL” and, along with SBI, SBA, SBC, SB UK, SBL the “Borrower”)
issued a $2,000,000 secured time period promissory observe that bears curiosity on the fee of 15% each year (the “Notice”) to
SB Invesco LLC, a Wyoming restricted legal responsibility firm (the “Lender”). In reference to the Notice, the Borrower and
Lender entered into the next agreements:

 

(i)enterprise
mortgage and safety settlement (“BLSA”);(ii)mental
property safety agerement (“IPSA”);(iii)inventory
pledge settlement (“SPA”);(iv)intercreditor
settlement (“ICA”);(v)warrant
buy settlement (“WPA”); and(vi)2,200,000
warrants to the Lender and Chessler Holdings, LLC to buy shares of widespread inventory
of SBI (“Warrants”) and, collectively, the “Mortgage Agreements”). 

BLSA

 

Pursuant
to the BLSA, the Borrower granted to the Lender, as collateral safety for the cost and efficiency of the entire all obligations
and liabilities of any member of and the entire Borrower in favor of the Lender (the “Obligations”), due or to develop into
due, present or hereafter incurred, contracted or acquired, a primary precedence persevering with safety curiosity in the entire belongings
and private property of the Borrower and its enterprise (the “Collateral”). Such safety curiosity is a primary precedence
safety curiosity within the Collateral.

 

Upon
the prevalence of an Occasion of Default (as outlined within the BLSA), the Lender might (i) at any time thereafter, in its discretion switch
any securities or different property constituting Collateral into its personal title or that of its nominee and obtain the earnings thereon
and maintain the identical as safety for all Obligations or apply it on all or any quantities due on the Obligations in such order as Lender
might elect in its sole discretion, (ii) enter the Borrower’s premises and take management of its enterprise and (iii) require
every Borrower to ascertain, at Borrower’s expense, a lock field account with such financial institution acceptable to Lender, into which Borrower
shall promptly deposit and direct their account debtors to immediately remit all funds on receivables and which such funds
or deposits shall be the property solely of the Lender.

 

IPSA

 

To
safe the immediate cost to the Lender of the Obligations of the Borrower, the Borrower pledged and granted to the Lender a unbroken
safety curiosity in and lien upon all of Borrower’s proper, title and curiosity in, to and below the next, whether or not presently
present or hereafter created or acquired acquired (collectively, the “IP Collateral”):

 

a.
logos and trademark licenses to which the Borrower is a celebration;

 

b.
patents and patent licenses to which Borrower is a celebration;

 

c.
copyrights and copyright licenses to which Borrower is a celebration;

 

d.
mental property not coated by the foregoing;

 

e.
rights to sue third events for previous, current or future infringement, dilution, misappropriation, or different violation of rights
in any mental property, together with damage to the goodwill related to any trademark, and all causes of motion for the
identical; and

 

f.
All proceeds of all or any of the foregoing, tort claims and all claims and different rights to cost together with (i) insurance coverage claims
towards third events for lack of, injury to, or destruction of, the foregoing IP Collateral and (ii) funds due or to develop into
due below copyright licenses, patent licenses or trademark licenses and proceeds payable below, or unearned premiums with respect
to, insurance policies of insurance coverage in no matter kind relating to the foregoing Collateral.

 

SPA

 

Pursuant
to the SPA, SBI pledged, assigned and granted to the Lender and created a unbroken first precedence lien and safety curiosity
in favor of the Lender in and to all of its proper, title, and curiosity in and to the next, property (collectively, the “Safety
Collateral”) to safe the due and immediate cost and efficiency of the Borrower’s Obligations:

 

(a)
100% of the shares in every of its subsidiaries SBA, SBC, SB UK and SBL; and

 

(b)
all proceeds and merchandise of the foregoing, all books and information referring to the foregoing, all supporting obligations associated
thereto, and all accessions to, substitutions, and replacements for, and earnings and merchandise of, every of the foregoing, and any
and all proceeds of any insurance coverage, indemnity, guarantee, or warranty payable to the Borrower every so often with respect to
any of the foregoing.

 

 

The
Borrower additionally agreed, every so often, as could also be required by the Lender with respect to all Safety Collateral, to take all
actions as could also be requested by the Lender to good the safety curiosity of the Lender within the Safety Collateral and in order that
management of such Safety Collateral is obtained and always held by the Lender.

 

The
Borrower additional approved the Lender at any time and every so often to file in any related jurisdiction any financing statements
and amendments thereto that include the data required by Article 9 of the UCC of every relevant jurisdiction for the submitting
of any financing assertion or modification referring to the Safety Collateral, with out the signature of the Borrower the place permitted
by legislation.

 

ICA

 

Below
the ICA, till the obligations, liabilities and indebtedness of each nature of the Borrower every so often owed to the Lender
below the Mortgage Agreements (the “First Lien Obligations”) have been paid in full, another creditor’s safety
curiosity in and lien on the Collateral to safe the cost and efficiency of their obligations have been subordinated to the Lender’s
safety pursuits in and liens on the Collateral to safe the First Lien Obligations, whatever the order or time of attachment,
or the order, time, or method of perfection, or the order or time of submitting or recordation of any doc or instrument, or different
methodology of perfecting a lien.

 

WPA

 

Pursuant
to the WPA, SBI issued and offered to the Lender 2,000,000 warrants to buy widespread inventory of SBI and to Chessler Holdings, LLC
200,000 warrants to buy widespread inventory of SBI (collectively, the “Warrants”).

 

Warrants

 

Every
Warrant permits its holder to buy shares of SBI’s widespread inventory at an train value of $0.025 per share, topic to
the choice to cashlessly train such warrants.

 

Every
warrant has different customary phrases present in like devices, together with, however not restricted to, occasions of default.

 

Copies
of every of the Mortgage Agreements are hooked up hereto as Reveals 10.1 by means of 10.8 and the above summaries of the Mortgage Agreements
is topic to full phrases of the relevant Mortgage Agreements.

 

Merchandise
2.03 Creation of a Direct Monetary Obligation or an Obligation below an Off-Stability Sheet Association of a Registrant.

 

The
info set forth above in Merchandise 1.01 is integrated by reference into this Merchandise 2.03.

 

Merchandise
9.01 Monetary Statements and Reveals.

 

(d)
Reveals

 

The
following displays are furnished as a part of this Present Report on Type 8-Okay:

 

10.1
2,000,000 Secured Time period Promissory Notice dated April 15, 202110.2
Enterprise Mortgage and Safety Settlement dated April 15, 202110.3
Mental Property Safety Settlement dated April 15, 202110.4
Inventory Pledge Settlement dated April 15, 202110.5
Intercreditor Settlement dated April 15, 202110.6
Warrant Buy Settlement dated April 15, 202110.7
SB Invesco Warrant dated April 15, 202110.8
Chessler Holdings Warrant dated April 15, 2021 

 

SIGNATURES

 

Pursuant
to the necessities of the Securities Change Act of 1934, as amended, the Registrant has duly triggered this report back to be signed
on its behalf by the undersigned hereunto duly approved.

 

 
Slinger
Bag inc.
a
Nevada company 
 Dated:
April 20, 2021
By:
Mike
Ballardie 
 
Chief
Govt Officer and Sole Director 

 

Exhibit
10.1

 

THIS
IS A BALLOON NOTE, WITH ALL PRINCIPAL AND ACCRUED INTEREST THEREON DUE IN FULL ON 15 April 2023. THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT
BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY
SATISFACTORY TO THE MAKER IS SUPPLIED TO THE MAKER TO THE EFFECT THAT THE PROPOSED OFFER, SALE, ASSIGNMENT OR OTHER TRANSFER MAY
BE EFFECTED WITHOUT SUCH REGISTRATION.

 

SECURED
TERM PROMISSORY NOTE

 

 

THIS
SECURED TERM PROMISSORY NOTE (as could also be amended every so often, this “Notice”) is issued by Slinger Bag Inc., a Nevada
company having places of work at 2709 North Rolling Highway, Suite 138, Windsor Mill, MD 21244 (“Guardian”), Slinger Bag Americas
Inc., a Delaware company having places of work at 2709 North Rolling Highway, Suite 138, Windsor Mill, MD 21244 (“Slinger Bag
Americas”), Slinger Bag Canada, Inc., a Canadian firm having places of work at 2709 North Rolling Highway, Suite 138, Windsor Mill,
MD 21244 (“SBC”), Slinger Bag Worldwide (UK) Restricted (“SB UK”), an English restricted firm having
places of work at 2709 North Rolling Highway, Suite 138, Windsor Mill, MD 21244 and Slinger Bag Ltd., an Israeli firm having places of work
at 2709 North Rolling Highway, Suite 138, Windsor Mill, MD 21244 (“SBL;” Slinger Bag Americas, SBC, SB UK, SBL and the
Guardian are referred to collectively, collectively and severally, because the “Borrower”).

 

FOR
VALUE RECEIVED, the Borrower guarantees to pay to the order of SB Invesco LLC, a Wyoming restricted legal responsibility firm (“Lender”),
at such place because the holder hereof might designate, in lawful cash of america of America, the combination unpaid principal
quantity of TWO MILLION DOLLARS ($2,000,000), plus curiosity, on the charges and in accordance with the phrases of the Enterprise Mortgage
and Safety Settlement between Borrower and Lender of even date herewith, as amended every so often (the “Mortgage Settlement”)
on or earlier than the final calendar day of every month. The complete principal quantity and all accrued curiosity shall be due and payable
on or earlier than the day earlier than 15 April 2023, or on such earlier date, as offered for within the Mortgage Settlement.

 

This
Notice is issued pursuant to the Mortgage Settlement which shall govern the rights and obligations of Borrower with respect to all obligations
hereunder. The obligations of Borrower hereunder are secured by a safety curiosity within the “Collateral” of Borrower,
as offered below the phrases of the Mortgage Settlement.

 

Exhibit A – Promissory NotePage 1 of three 

 

Borrower
guarantees to pay Lender all Lender Bills (as outlined within the Mortgage Settlement), whether or not or not go well with is filed. Borrower waives presentment,
demand, protest, discover of protest, discover of dishonor, discover of nonpayment, and any and all different notices and calls for in connection
with the supply, acceptance, efficiency, default or enforcement of this Notice, in addition to any relevant statute of limitations.
No delay by Lender in exercising any energy or proper hereunder shall function as a waiver of any energy or proper. Time is of the
essence as to all obligations hereunder.

 

Borrower
expressly acknowledges that the indebtedness evidenced by this Notice is a “enterprise mortgage” inside the which means of the
Wyoming Revised Statutes. Within the occasion that this Notice ought to be discovered to not be a negotiable instrument, the Borrower acknowledges
and agrees that Article 3 of the Code, as now or hereafter in impact within the State of Wyoming, however units forth the respective
contracts, warranties, rights and obligations of Lender and of Borrower and another individual answerable for cost hereof, besides
to the extent that there will be no holder in the end hereof.

 

This
Notice shall be binding upon Borrower and Borrower’s heirs, successors and assigns. This Notice shall inure to the advantage of
Lender, its successors and assigns, together with any events to whom this Notice could also be assigned. If a couple of social gathering shall execute
this Notice, the time period “Borrower,” as used herein, shall imply all events signing this Notice, who shall be collectively and
severally obligated hereunder. The time period “different individual answerable for cost hereof” shall embrace any endorser, guarantor,
surety or different individual now or hereafter primarily or secondarily answerable for the cost of this Notice, whether or not by signing this
or one other instrument.

 

If
any provision of this Notice is held to be invalid, unlawful or unenforceable the least bit, or operates, or would if enforced function
to invalidate this Notice, then that provision shall be deemed null and void. However, its nullity shall not have an effect on the remaining
provisions of this Notice, which shall under no circumstances be affected, prejudiced or disturbed.

 

THE
LAW OF THE STATE OF WYOMING SHALL APPLY TO THIS NOTE. BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, UNCONDITIONALLY,
THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN CHEYENNE COUNTY, WYOMING IN ANY ACTION,
SUIT, OR PROCEEDING OF ANY KIND, AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS NOTE OR THE LOAN AGREEMENT. BORROWER AND
ANY OTHER PERSON LIABLE FOR PAYMENT HEREOF WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF ANY OF THE LOAN DOCUMENTS (AS DEFINED IN THE LOAN AGREEMENT) OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWER RECOGNIZE AND AGREE
THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THE LOAN AGREEMENT AND ACCEPT THIS NOTE. BORROWER
REPRESENTS AND WARRANTS THAT BORROWER HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

 

Signature
pages comply with.

 

Exhibit A – Promissory NotePage 2 of three 

 

IN
WITNESS WHEREOF, the Borrower has set its hand and seal to this Notice as of 15 April 2020.

 

 
BORROWER: 
 
  
Slinger
Bag Inc., 
a
Nevada company 
 
  
By:

Mike
Ballardie 
Its:
Authorised
Signatory 
 
  
BORROWER: 
  
Slinger
Bag Americas Inc.,a Delaware company 
 
  
By:
Mike Ballardie 
Its:
Authorised
Signatory 
 
  
BORROWER: 
  
Slinger
Bag, Inc., 
a
Canadian firm 
 
  
By:
Mike Ballardie 
Its:
Authorised
Signatory 
 
  
BORROWER: 
  
Slinger
Bag Ltd., An Israeli firm 
 
  
By:
Mike Ballardie 
Its:

Authorised
Signatory 
 
  
BORROWER: 
  
Slinger
Bag Worldwide (UK) Restricted, an English firm 
 
  
By:
Mike
Ballardie 
Its:

Authorised
Signatory 

Exhibit A – Promissory NotePage 3 of three 

 

 

 

Exhibit
10.2

 

BUSINESS
LOAN AND SECURITY AGREEMENT

 

This
Enterprise Mortgage and Safety Settlement (this “Settlement”), is made efficient as of 15 April 2021 (the “Efficient
Date”), by and between Slinger Bag Inc., a Nevada company having places of work at 2709 North Rolling Highway, Suite 138, Windsor
Mill, MD 21244 (“Guardian”), Slinger Bag Americas Inc., a Delaware company having places of work at 2709 North Rolling
Highway, Suite 138, Windsor Mill, MD 21244 and wholly-owned subsidiary of the Guardian (“Slinger Bag Americas”), Slinger
Bag Canada, Inc., a Canadian firm having places of work at 2709 North Rolling Highway, Suite 138, Windsor Mill, MD 21244 (“SBC”),
Slinger Bag Worldwide (UK) Restricted, an English firm, firm quantity 11923305, having registered places of work at Annecy Courtroom
Ferry Works, Summer time Highway, Thames Ditton, Surrey, England, KT? 0QJ, a wholly-owned subsidiary of Slinger Bag Americas, and within the
United States at 2709 North Rolling Highway, Suite 138, Windsor Mill, MD 21244 (“SB UK”) and Slinger Bag Ltd., an Israeli
firm having places of work at 2709 North Rolling Highway, Suite 138, Windsor Mill, MD 21244, a wholly-owned subsidiary of Slinger Bag
Americas (“SBL;” Slinger Bag Americas, SBC, SB UK, SBL and the Guardian are referred to collectively, collectively and severally,
because the “Borrower”), and SB Invesco LLC, a Wyoming restricted legal responsibility firm having places of work at 50 Central Avenue, Suite
800, Sarasota, FL 34236 (the “Lender”).

 

BACKGROUND:

 

A.
Borrower and Lender need on this Settlement to set forth their settlement with respect to a enterprise mortgage as documented herein
and by that sure “Notice” hooked up hereto as Exhibit A. Exhibit A, together with this Settlement, that sure “Mental
Property Safety Settlement hooked up hereto as Exhibit B, that sure “Springing Deposit Account Management Settlement”
hooked up hereto as Exhibit C, that sure “Inventory Pledge Settlement” hooked up hereto as Exhibit E, that sure “lntercreditor
Settlement” hooked up hereto as Exhibit F, the Funding Paperwork (outlined beneath) hooked up hereto as Exhibit G, and all
different agreements, paperwork and devices evidencing or securing mentioned Notice or entered into in connection herewith, now or in
the long run, are referred to collectively herein and therein because the “Mortgage Paperwork.”

 

B.
As an inducement to Lender to enter into this Settlement and the Mortgage Paperwork and challenge the mortgage quantity to the Borrower and settle for
the Notice, Borrower needs to, amongst different issues, grant a primary precedence lien upon and safety curiosity in and to the Collateral
(as outlined beneath).

 

 

TERMS
AND CONDITIONS:

 

For
the explanations described within the Background above, in consideration of the mutual guarantees and covenants set forth on this Settlement,
and for different good and priceless consideration, the receipt and adequacy of that are hereby acknowledged, Lender and Borrower
hereby agree as follows:

 

1.
For functions of this Settlement: (a) the phrases “embrace,” “contains” and “together with” are deemed
to be adopted by the phrases “with out limitation”; (b) the phrase “or” will not be unique; (c) the phrases “herein,”
“hereof,” “hereby,” “hereto” and “hereunder” discuss with this Settlement as an entire;
(d) phrases denoting the singular have a comparable which means when used within the plural, and vice-versa; and (e) phrases denoting any
gender embrace all genders. Except the context in any other case requires, references on this Settlement: (x) to sections, Reveals, schedules,
attachments, and appendices imply the sections of, and Reveals, schedules, attachments and appendices hooked up to, this Settlement;
(y) to an settlement, instrument or different doc means such settlement, instrument or different doc as amended, supplemented
and modified every so often to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended
every so often and contains any successor laws thereto and any laws promulgated thereunder. The events drafted
this Settlement with out regard to any presumption or rule requiring development or interpretation towards the social gathering drafting an
instrument or inflicting any instrument to be drafted. The Background above, Reveals, schedules, attachments and appendices referred
to herein are an integral a part of this Settlement to the identical extent as in the event that they have been set forth verbatim herein. Except the context
in any other case requires, as used on this Settlement the next phrases shall have the next meanings:

 

 
a.
“1934
Act” means the Securities Change Act of 1934, as amended. 

 
b.
“Asset
to Debt Ratio” means, at any date of willpower, with respect to the Borrower and its Subsidiaries on a consolidated
foundation, the ratio of (a) the U.S. greenback worth of Accounts (as outlined within the Code) owed the Borrower from unaffiliated third
events on a consolidated foundation plus the U.S. greenback price foundation of Borrower of Stock “In Hand” of the Borrower
on a consolidated foundation plus money readily available to (b) the combination principal quantity of all Obligations excellent at such time,
within the quantity that will be mirrored on a stability sheet ready at such date, decided on a Consolidated foundation in accordance
with GAAP. For functions of figuring out Stock “In Hand,” all Stock within the bodily possession of a Borrower
along with Stock bought from a contract producer or provider in transit to the Borrower (however not in transit
to an finish consumer) shall be counted. 

 
c.
“Banking
Day” has the which means ascribed to it within the C?de. 

 
d.
“Chapter
Code” means Title 11 of america Code or any related federal or state legislation for the aid of debtors. 

 
e.
“Enterprise”
means the enterprise of the Borrower as of the Efficient Date, together with the manufacturing and sale of progressive shopper athletic
and/or sporting items, athletic or sports activities analytics and expertise (together with by means of synthetic intelligence and in any other case)
and any and all additions, and successions and appreciation thereof. 

 
f.
“Enterprise
Function” means acts carried out for the aim finishing up the Enterprise within the atypical course as of the Efficient Date. 

Slinger Bag Inc.Mortgage and Safety AgreementPage 2 of 30 

 

the
phrases “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer
to this Settlement as an entire; (d) phrases denoting the singular have a comparable which means when used within the plural, and vice-versa;
and (e) phrases denoting any gender embrace all genders. Except the context in any other case requires, references on this Settlement: (x)
to sections, Reveals, schedules, attachments, and appendices imply the sections of, and Reveals, schedules, attachments and appendices
hooked up to, this Settlement; (y) to an settlement, instrument or different doc means such settlement, instrument or different doc
as amended, supplemented and modified every so often to the extent permitted by the provisions thereof; and (z) to a statute
means such statute as amended every so often and contains any successor laws thereto and any laws promulgated
thereunder. The events drafted this Settlement with out regard to any presumption or rule requiring development or interpretation
towards the social gathering drafting an instrument or inflicting any instrument to be drafted. The Background above, Reveals, schedules, attachments
and appendices referred to herein are an integral a part of this Settlement to the identical extent as in the event that they have been set forth verbatim
herein. Except the context in any other case requires, as used on this Settlement the next phrases shall have the next meanings:

 

 
a.
“1934
Act” means the Securities Change Act of 1934, as amended. 

 
b.
“Asset
to Debt Ratio” means, at any date of willpower, with respect to the Borrower and its Subsidiaries on a consolidated
foundation, the ratio of (a) the U.S. greenback worth of Accounts (as outlined within the Code) owed the Borrower from unaffiliated third
events on a consolidated foundation plus the U.S. greenback price foundation of Borrower of Stock “In Hand” of the Borrower
on a consolidated foundation to (b) the combination principal quantity of all Obligations excellent at such time, within the quantity that
could be mirrored on a stability sheet ready at such date, decided on a Consolidated foundation in accordance with GAAP. For
functions of figuring out Stock “In Hand,” all Stock within the bodily possession of a Borrower as well as
to Stock bought from a contract producer or provider in transit to the Borrower (however not in transit to an finish consumer)
shall be counted. 

 
c.
“Banking
Day” has the which means ascribed to it within the Code. 

 
d.
“Chapter
Code” means Title 11 of america Code or any related federal or state legislation for the aid of debtors. 

 
e.
“Enterprise”
means the enterprise of the Borrower as of the Efficient Date, together with the manufacturing and sale of progressive shopper athletic
and/or sporting items, athletic or sports activities analytics and expertise (together with by means of synthetic intelligence and in any other case)
and any and all additions, and successions and appreciation thereof. 

 
f.
“Enterprise
Function” means acts carried out for the aim finishing up the Enterprise within the atypical course as of the Efficient Date. 

Slinger Bag Inc.Mortgage and Safety AgreementPage 3 of 30 

 

 
g.
“Change
in Management” means: 

 
i.
any
sale, lease, alternate, or different switch (in a single transaction or collection of associated transactions throughout the twelve month interval
ending on the date of the newest sale, lease, alternate or different switch) of all or considerably the entire belongings of
the Borrower to any Individual or Individuals appearing as a gaggle (inside the which means of § 13(d)(3) of the Securities Change
Act of 1934 (a “Group”)), aside from to an individual or Group holding, immediately or not directly, no less than fifty p.c
(50%) of the full truthful market worth of the excellent and issued fairness pursuits of the Borrower, as constituted instantly
previous such occasion; or 

 
ii.
the
acquisition by any individual or Group of greater than fifty p.c (50%) of the full truthful market worth of the excellent and
issued fairness pursuits within the Borrower aside from in reference to the at the moment contemplated acquisition by the Borrower
of Playsight Interactive Ltd. or any occasion on account of which companions or homeowners (or their associates) of the Borrower,
as constituted instantly previous such occasion, maintain higher than one-half (50%) of the full truthful market worth of the excellent
and issued fairness pursuits of the Borrower. 

 
h.
“Closing
Date” means the date the transactions contemplated below this Settlement are consummated, meant by the events to
be as quickly as commercially practicable on or after the Efficient Date. 

 
i.
“Code”
means the Uniform Business Code as, every so often, in impact within the State of Wyoming. 

 
j.
“Collateral”
means the entire belongings and private property of the Borrower and the Enterprise, wheresoever situated and whensoever acquired,
contracted or arising, together with the next (capitalized however in any other case undefined phrases on this Part have the which means
ascribed to them within the Code): 

 
i.
all
ofthe Enterprise and Borrower’s rights, title and pursuits in, to and below all of their Accounts, Deposit Accounts,
Chattel Paper, Business Tort Claims, Digital Chattel Paper, Paperwork, Tools, Property, Stock, Receivables, Items,
Devices, Stock, Funding Property, Letter of Credit score Rights, Common Intangibles, Fee Intangibles, together with
all Proceeds, and all software program, licenses, and permits associated thereto, whether or not designed or issued by the Borrower, or in any other case; 

 
ii.
all
rights of the Enterprise and Borrower to the cost of cash now or hereafter arising out of or in reference to the sale,
lease or different disposition of the foregoing property, together with quantities due from associates, tax refunds, and insurance coverage proceeds; 

Slinger Bag Inc.Mortgage and Safety AgreementPage 4 of 30 

 

 
iii.
all
recordsdata, information (together with pc packages, tapes and associated digital knowledge processing software program) and writings of the Enterprise
and Borrower or wherein the Borrower has an curiosity in any manner referring to the foregoing property; and 
 
  
iv.
as
to every of the foregoing, all merchandise and proceeds thereof, substitutions due to this fact and Accessions thereto. 

 
okay.
“Collateral
Paperwork” collectively, means any paperwork delivered to the Lender granting a Lien on any Property of any Individual to
safe the Obligations of any Borrower below any Mortgage Doc. 

 
I.
“Contractual
Obligation” of any Individual, means any prov1s1on of any safety issued by such Individual or of any settlement, instrument,
or different endeavor to which such Individual is a celebration or by which it or any of its Property is certain. 

 
m.
“Debtor
Aid Legal guidelines” means the Chapter Code and all different liquidation, chapter, project for the advantage of collectors,
conservatorship, moratorium, receivership, insolvency, rearrangement, reorganization, or related debtor aid legal guidelines of the
US or different relevant jurisdictions in impact every so often. 

 
n.
“Default
Charge” means Twenty P.c (24%) each year. 

 
o.
“Occasion
of Default” has the which means ascribed to it in Part 4. 

 
p.
“GAAP”
means typically accepted accounting rules in america set forth within the opinions and pronouncements of the Accounting
Rules Board and the American Institute of Licensed Public Accountants and statements and pronouncements of the Monetary
Accounting Requirements Board or such different rules as could also be permitted by a big phase of the accounting occupation
in america, which are relevant to the circumstances as of the date of willpower, constantly utilized. 

 
q.
“Common
Intangibles” means all common intangibles (inside the which means of the Code), whether or not now present or hereafter created,
arising or acquired. 

 
r.
“Governmental
Motion” means any consent, approval, waiver, authorization, exception, variance, order, exemption, publication, submitting,
declaration, concession, grant, franchise, settlement, permission, allow, or license of or with any Governmental Authority,
any required discover to or registration with any Governmental Authority, or another motion in respect of any Governmental
Authority. 

Slinger Bag Inc.Mortgage and Safety AgreementPage 5 of 30 

 

 
s.
“Governmental
Authority” means the federal government of any nation or any political subdivision thereof, whether or not on the nationwide, state,
territorial, provincial, municipal, or another degree, and any company, authority, instrumentality, regulatory physique, court docket,
central financial institution, or different entity exercising government, legislative, judicial, taxing, regulatory, or administrative powers or
features of, or pertaining to, authorities (together with any supra-national our bodies such because the European Union or the European
Central Financial institution). 

 
t.
“Mental
Property” has the which means ascribed to it within the Mental Property Safety Settlement. 

 
u.
“Insolvency”
means, along with the commonly-applied solvency checks referenced in Part 6 beneath, the next: (i) the appointment,
by the order of a court docket of competent jurisdiction, of a trustee, receiver, or liquidator of the Borrower, if such order shall
not be discharged or dismissed inside sixty (60) days after such appointment; (ii) software for, or consent in writing
to, the appointment of a receiver, trustee, or liquidator of all or considerably the entire belongings of the Borrower; (iii)
the submitting of a voluntary petition in chapter or the admission in writing of lack of ability to pay money owed as they develop into due;
(iv) a common project for the advantage of collectors; (v) the submitting of a petition or a solution looking for a reorganization
(aside from a reorganization not involving the liabilities of the Borrower) or an association with collectors or taking benefit
of any chapter or insolvency legislation; (vi) the submitting of a solution admitting the fabric allegations of a petition filed towards
the Borrower in any chapter, reorganization, or insolvency continuing; (vii); or (viii) the getting into of an order, judgment,
or decree by any court docket of competent jurisdiction on the appliance of a creditor adjudicating the Borrower as bankrupt or
bancrupt, or the appointment of a receiver, trustee, or liquidator of the Borrower, or of all or considerably the entire
belongings of the Borrower, if such order, judgment or decree continues unstayed and in impact for a interval of sixty (60) days
from the date entered. 

 
v.
“Funding
Paperwork” implies that sure Warrant Buy Settlement by and between the Guardian and Lender dated as of even date
herewith, that sure Warrant granted to Lender and that sure Warrant granted to Chessler Holdings, LLC pursuant hereto,
hooked up hereto as Exhibit G. 

 
w.
“Stock”
means the entire Borrower’s stock (inside the which means of the Code). 

 
x.
“Lender
Bills” means any and all prices of Lender ansmg out of or in reference to the Mortgage being made hereunder, together with
Lender’s due diligence prices together with journey, lodging and consultants, audits, recording charges, documentary stamps,
intangible taxes and all cheap authorized charges of Lender for the preparation of the Mortgage Paperwork in addition to for any future
administrative dealings with Borrower following the Closing Date with respect to any modification, consent or waiver of the
provisions of any Mortgage Doc and any enforcement of the Notice and the Mortgage Paperwork, together with cheap attorneys’
charges and bills, court docket prices, transcript prices, charges of specialists, journey bills, duplicating prices, printing and binding
prices, phone fees, postage, supply service charges, and all different out-of-pocket disbursements or bills of the categories
typically incurred in reference to modifying phrases or an motion to gather cost, or an motion involving the Lender,
or an enchantment from such motion. The earlier however, Borrower won’t be answerable for Lender Bills which are authorized
charges paid to United States authorized counsel previous to and thru the Closing Date in extra of $20,000. 

Slinger Bag Inc.Mortgage and Safety AgreementPage 6 of 30 

 

 
y.
“Mortgage”
means any mortgage made by Lender hereunder. 

 
z.
“Mortgage
Paperwork” has the which means ascribed to it within the Background. 

 
aa.
“Materials
Hostile Change” means, within the cheap discretion of Lender, a fabric adversarial impact on (i) the enterprise operations
or situation (monetary or in any other case) of Borrower and its Subsidiaries taken as an entire; (ii) the flexibility of Borrower to repay
the Obligations or in any other case carry out its obligations below the Mortgage Paperwork; (iii) impairment of precedence of Lender’s
safety pursuits within the Collateral; or (iv) impairment of, or materials discount in worth of the Collateral. 
 
  
bb.
“Materials
Contracts” with respect to any Individual, means every contract to which such Individual is a celebration involving mixture consideration
payable by or to such Individual equal to no less than $25,000 or in any other case materials to the enterprise, situation (monetary or in any other case),
operations, efficiency, properties, or prospects of such Individual. 
 
  
cc.
“Maturity
Date” means 15 April 2023. 
 
  
dd.
“Obligations”
means, collectively, all obligations and liabilities (major, secondary, direct, oblique, contingent, sole, joint or a number of,
whether or not related or dissimilar or associated or unrelated) of any and the entire Borrower in favor of the Lender, due or to develop into
due, now present or hereafter incurred, contracted or acquired, whether or not arising below, out of or in reference to the Mortgage
Paperwork or in any other case. 
 
  
ee.
“Permitted
Debt” means: (i) the $6,220,000 owed by Borrower to 2672237 Ontario Restricted evidenced by that project and assumption
settlement dated as of April 1, 2021; (ii) the $1,000,000 owed by Borrower to Midcity Capital Ltd. evidenced by that mortgage settlement
dated as of December 24, 2020, as amended by an extension settlement dated February 2, 2021 (iii) the $1,000,000 owed by Borrower
to Yonah Kalfa evidenced by that mortgage settlement dated as of March 25, 2021; and indebtedness to third-party commerce collectors
incurred within the atypical course of enterprise on traditional and customary phrases or upon phrases and situations acceptable to Lender
in its sole discretion. 
 
  
ff.
“Individual”
means any particular person, sole proprietorship, partnership, restricted legal responsibility partnership, three way partnership, belief, unincorporated
group, affiliation, company, restricted legal responsibility firm, establishment, public profit company, entity or authorities
(whether or not overseas, federal, state, county, metropolis, municipal or in any other case, together with any instrumentality, division, company, physique
or division thereof), and shall embrace such Individual’s successors and assigns. 

 
gg.
“Proceeds”
has the which means ascribed to that time period in Part 9-102 the Code and, in any occasion, shall embrace no matter is receivable or
obtained when Collateral or proceeds of the Collateral are offered, collected, exchanged, or in any other case disposed of, whether or not the
disposition is voluntary or involuntary, and contains, all rights to cost in no matter kind and nevertheless arising. 
 
  
hh.
“Property”
means any and all pursuits in actual or private property of the Borrower. 
 
  
ii.
“Receivables”
means all accounts (inside the which means of the Code), Accounts, accounts receivable, ebook money owed, notes, drafts, acceptances
and different types of obligations, now or hereafter owing to the Borrower, arising from the sale or lease of products and companies,
together with the Stock, by Borrower any obligation that is likely to be characterised as an account, contract proper, common intangible
or chattel paper below the Code, the entire Borrower’s rights in, to and below all buy orders, now or hereafter
obtained by the Borrower for such Stock, and all monies due or to develop into as a result of Borrower below all contracts for the
sale, lease, or different disposition of the Stock (whether or not or not but earned by efficiency) or in reference to another
transaction (together with the suitable to obtain the proceeds of mentioned buy orders and contracts}, and all collateral safety
and ensures of any form given by any obliger, with respect to any of the foregoing. 
 
  
jj.
“Requirement
of Legislation” as to any Individual, means the certificates of incorporation and by-laws or different organizational or governing paperwork
of such Individual, and any legislation (together with widespread legislation), statute, ordinance, treaty, rule, regulation, order, decree, judgment,
writ, injunction, settlement settlement, requirement, or willpower of an arbitrator or a court docket or different Governmental Authority,
in every case relevant to or binding upon such Individual or any of its property or to which such Individual or any of its property
is topic. 

Slinger Bag Inc.Mortgage and Safety AgreementPage 7 of 30 

 

 
kk.
“Accountable
Officer” with respect to any Individual, means the chief government officer, president, or chief monetary officer of such
Individual, besides that with respect to monetary issues, the Accountable Officer shall be the chief monetary officer or treasurer
of such Individual. 
 
  
II.
“Sanctions”
means sanctions administered or enforced by the US Division of the Treasury’s Workplace of International Property Management (OFAC),
US Division of State, United Nations Safety Council, European Union, Her Majesty’s Treasury, or different related sanctions
authority. 

 
mm.
“Subsidiary”
means any company, affiliation or different enterprise entity of which greater than 50% of the shares of inventory or different pursuits
entitled to vote within the election of administrators, managers or trustees thereof at the moment is owned or managed, immediately
or not directly, by any Borrower, together with Slinger Bag Americas, SBC, SB UK and SBL. 

 
2.
Mortgage
and Phrases of Fee. 

 
a.
Topic
to the phrases and situations of this Settlement, Lender agrees to mortgage the Borrower TWO MILLION DOLLARS (USD$2,000,000), distributable
to Borrower on the Closing Date, much less any Lender Bills due and owing on the Closing Date; Borrower shall execute and ship
to Lender the Notice concurrently herewith. 

 
b.
Curiosity
Charges, Funds. 

 
i.
Curiosity
Charge. Topic to Sections 4(c) and 11(c), curiosity payable on the excellent principal quantity of the Notice, together with any
quantities added thereto on account of Borrower incurring Lender Bills or Borrower’s default of this Settlement or,
on the request of Borrower and within the sole discretion of Lender, will increase within the quantity of the Mortgage on account of an modification
to the Notice hereafter (the “Principal Quantity”), shall be calculated on the premise of a 360-day yr, shall accrue
at a fee each year equal to FIFTEEN PERCENT (15%) and shall be payable on the final day of every calendar month, in arrears,
commencing on the final day of the primary full calendar month after the Closing Date. Borrower shall enroll within the automated
cost plan (see Exhibit D) to have all funds to Lender hereunder made by way of digital funds switch (“EFT”). 

Slinger Bag Inc.Mortgage and Safety AgreementPage 8 of 30 

 

 
ii.
However
something on the contrary contained within the Notice: 

 
1.
all
accrued and unpaid curiosity shall be due in payable in money on the Maturity Date and on the date of any acceleration hereof;
and 

 
2.
on
the date of any reimbursement of Principal Quantity of the Notice, accrued and unpaid curiosity on the Principal Quantity so repaid shall
be due and payable in money. 

 
iii.
All
Obligations shall bear curiosity, from and after the prevalence and throughout the continuance of an Occasion of Default, on the Default
Charge. 

 
iv.
Nothing
contained herein shall be deemed to ascertain or require the cost of a fee of curiosity or different fees in extra of the
most permitted by relevant legislation. The Borrower doesn’t intend or count on to pay, nor does the Lender or any subsequent
holder hereof intend or count on to cost, settle for or gather any curiosity higher than the very best authorized fee of curiosity which
could also be charged below the legal guidelines of the State of Wyoming, and if, from any circumstances in any respect, achievement of any provision
of the Notice or any Mortgage Doc in any method relating thereto, on the time efficiency of mentioned provision shall be due, shall
contain transcending the restrict of validity prescribed by any relevant legislation governing usury, then, ipso facto, the
obligation to be fulfilled shall be decreased to the restrict of such validity in order that in no occasion shall exaction be doable below
this Settlement or any doc relating thereto in extra of the restrict of such validity, however such obligation shall be fulfilled
to the restrict of such validity and if, below any circumstances in any respect, curiosity in extra of the restrict of such validity
may have been paid by the Borrower in reference to the indebtedness evidenced by the Notice and Mortgage Paperwork, such extra
shall be utilized to the unpaid and excellent principal due below the Notice, and to not the cost of curiosity. The provisions
of this paragraph shall management each different provision of all different agreements executed by the Borrower or Lender in
reference to this transaction. 

 
c.
The
receipt by Lender of any wire switch of funds, test, or different merchandise of cost shall be instantly utilized to conditionally
cut back Obligations however shall not be thought of a cost on account except such wire switch is of instantly accessible
federal funds or except and till such test or different merchandise of cost is honored when introduced for cost. Lender might settle for
partial funds or funds marked “cost in full” or “in satisfaction” or phrases to related impact
at any time. Acceptance of such funds shall not have an effect on or differ the responsibility of Borrower to pay all Obligations when
due hereunder and shall not have an effect on or impair the suitable of Lender to pursue all treatments accessible to it hereunder, or below
any of the opposite Mortgage Paperwork securing or guarantying cost hereof. 

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d.
Borrower
irrevocably waives the suitable to direct the appliance of any and all funds at any time hereafter obtained by Lender from
or on behalf of Borrower, and Borrower irrevocably agrees that Lender shall have the persevering with unique proper to use any
and all such funds towards the then due and owing obligations of Borrower as Lender might deem advisable. 

 
e.
In
the absence of a selected willpower by Lender with respect thereto, all funds obtained by Lender hereunder, together with
from any sale or project of all or any portion of the Collateral after an Occasion of Default, will, whether or not obtained earlier than
or after an Occasion of Default, be credited every day within the following order: (a) then due and payable Lender Bills;
(b) then due and payable curiosity funds and any necessary prepayments; and (c) then due and payable principal funds
and non-compulsory prepayments when obtained in Lender’s checking account. 

 
f.
Borrower
shall pay to Lender all Lender Bills. On the Closing Date, Borrower pays Lender Bills incurred by means of the Closing
Date and, after the Closing Date, all Lender Bills as they develop into due. 

 
g.
This
Settlement shall develop into efficient as soon as duly executed and approved by Borrower and Lender and shall proceed in full pressure
and impact for a time period ending on the date which all Obligations of Borrower have been indefeasibly discharged and paid in full,
or on such earlier date because the events agree in writing. However the foregoing, Lender shall have the suitable to terminate
this Settlement instantly and with out discover upon the prevalence of an Occasion of Default and Borrower shall have the suitable
to terminate this Settlement instantly upon indefeasible cost in stuffed with its Obligations then excellent hereunder. However
any termination of this Settlement, all of Lender’s safety curiosity in the entire Collateral and the entire phrases and
provisions of this Settlement shall proceed in full pressure and impact till all Obligations have been indefeasibly paid and
carried out in full, and no termination shall impair any proper or treatment of Lender, nor shall any such termination relieve Borrower
of any Obligation to Lender till the entire Obligations have been paid and carried out in full. 

 
h.
Topic
to Part 2(b){ii) above, Borrower might prepay principal with out penalty. 
 
  
i
Borrower
hereby grants Lender the suitable to transform the Obligations, or any a part of them, into such fairness or debt securities provided
by any Borrower in any providing, non-public or in any other case, from the Closing Date till the sooner of (i) the date of pre-payment
of the Obligations or (ii) the date that’s 18 months from the Closing Date. 

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3.
As
collateral safety for the cost and efficiency of the entire Obligations, the Borrower hereby extends, sells, assigns,
conveys, mortgages, pledges, transfers, and grants to the Lender a primary precedence persevering with safety curiosity within the Collateral.
Any safety curiosity shall be a primary precedence safety curiosity within the Collateral. Prepayment by the Borrower of any portion
of principal and accrued curiosity pursuant to the phrases of this Settlement shall not cut back or in any other case impair the safety
curiosity of Lender within the Collateral, besides that full and indefeasible reimbursement of all Obligations shall launch and
redeem to the Borrower all curiosity within the Collateral securing the Obligations. 

 

 
a.
The
prevalence of any of the next occasions, along with another Occasions of Default as outlined in any Mortgage Doc, shall
represent an “Occasion of Default” hereunder: 

 
i.
any
prov1s1on of this Settlement or any Mortgage Doc, and any amendments thereto, is breached or is unfaithful or deceptive in any
materials respect; 

 
ii.
any
guarantee, illustration, or assertion made or furnished to Lender by Borrower in reference to any of the Mortgage Paperwork,
is unfaithful or deceptive in any materials respect; 

 
iii.
Borrower
fails to look at any covenant, situation provision or settlement contained in any Mortgage Doc or any amendments thereto,
together with if the Borrower shall fail to pay on the due date any cost of cash, whether or not as principal, curiosity, late cost,
or Lender Bills, as required below this Settlement or any Mortgage Doc, with any relevant discover having been given and
time to treatment expired; 

 
iv.
with
respect to any proceedings or actions described beneath: 

 
1.
the
Borrower or any of its Subsidiaries (x) commences any case, continuing or different motion below any present or future Debtor
Aid Legislation, looking for (A) to have an order for aid entered with respect to it, or (B) to adjudicate it as bankrupt or bancrupt,
or (C) reorganization, association, adjustment, winding-up, liquidation, dissolution, composition or different aid with respect
to it or its money owed, or (D) appointment of a receiver, trustee, custodian, conservator or different related official for it or
for all or any substantial a part of its belongings, or (y) makes a common project for the advantage of its collectors; 

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2.
there
is commenced towards the Borrower or any of its Subsidiaries in a court docket of competent jurisdiction any case, continuing or
different motion of a nature referred to in subsection (1) above which (x) leads to the entry of an order for aid or any
such adjudication or appointment or (y) stays undismissed, undischarged, unstayed or unbonded for 60 days; 

 
3.
there
is commenced towards the Borrower or any of its Subsidiaries any case, continuing or different motion looking for issuance of a warrant
of attachment, execution or related course of towards all or any substantial a part of its belongings which ends up in the entry of
an order for any such aid which has not been vacated, discharged, stayed or bonded pending enchantment inside 60 days from the
entry thereof; 

 
4.
the
Borrower or any of its Subsidiaries takes any motion in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the acts set forth in subsections (1), (2) or (3) above; 

 
v.
one
or extra judgments or decrees is entered towards the Borrower or any of its Subsidiaries by a court docket of competent jurisdiction
involving within the mixture a legal responsibility (not paid or for which the Borrower or Subsidiary has not put aside enough reserves
on its stability sheet]) in an quantity in extra of $100,000 and all such judgments or decrees haven’t been vacated, discharged,
stayed or bonded pending enchantment inside 60 days from the entry thereof; 

 
vi.
any
Collateral Doc ceases for any motive to be legitimate, binding and in full pressure and impact or any Lien created by any Collateral
Doc ceases to be enforceable and of the identical impact and precedence presupposed to be created thereby, aside from as expressly
permitted hereunder or thereunder; 

 
vii.
(1)
any provision of any Mortgage Doc ceases for any motive to be legitimate, binding and in full pressure and impact, aside from as
expressly permitted hereunder or thereunder; (2) any Borrower contests in any method the validity or enforceability of any
provision of any Mortgage Doc; or (3) any Borrower denies that it has any or additional legal responsibility or obligation below any provision
of any Mortgage Doc or purports to revoke, terminate or rescind any provision of any Mortgage Doc; 

 
viii.
any
Borrower incurs, creates, assumes, or suffers to exist any debt or different monetary obligations, besides (1) obligations imposed
by operation of legislation, (2) obligations pursuant to the Mortgage Paperwork and (3) indebtedness to commerce collectors incurred within the
atypical course of enterprise on traditional and customary phrases or upon phrases and situations acceptable to Lender in its sole discretion; 

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ix.
there
happens (1) any materials Governmental Motion by a Governmental Authority which is a moratorium on debt funds, (2) the implementation
of switch, convertibility or different related financial restrictions, (3) another materials Governmental Motion of any Governmental
Authority, together with the loss, condemnation, confiscation, obligatory sale, expropriation or nationalization of all or a fabric
portion of a Borrower’s belongings, or the belief of custody or management of all or a fabric portion of such belongings,
or of the enterprise or operations of the Borrower or its voting share capital, or (4) any change in any Requirement of Legislation,
or another Governmental Motion by any competent Governmental Authority or choice of any court docket of competent jurisdiction,
if in any such case, within the cheap opinion of the Lender such occasion or circumstance may fairly be anticipated to (x)
adversely have an effect on (i) the possession by the Borrower of, or any Lien on, the Collateral or any portion thereof, (ii) the flexibility
of the Borrower to carry out its obligations below the Mortgage Paperwork or the rights or treatments of the Lender below any Mortgage
Doc, or (iii) the legality, validity, enforceability or admissibility in proof of any Mortgage Doc or (y) have a
materials adversarial impact on the enterprise, operations, properties, monetary situation or prospects of the Borrower; 

 
x.
the
Insolvency of any Borrower; 

 
xi.
there
happens a Materials Hostile Change; or 

 
xii.
there
happens a Change in Management of any Borrower. 

 
b.
Time
is of the essence for all Obligations hereunder; offered nevertheless: 

 
i.
Borrower
shall have as much as three (3) thirty-calendar-day grace intervals throughout the Time period to treatment any non-monetary default hereunder, such
interval starting to run after the earlier of written discover of breach (1) from Borrower to Lender as required in Part 6
or (2) from Lender to Borrower; offered nevertheless that such grace interval doesn’t trigger a Materials Hostile Change; and 

 
ii.
Borrower
shall have one (1) fifteen-Banking Day grace interval throughout the Time period to treatment a financial default; offered nevertheless: (1) such
grace interval shall start upon any Borrower’s receipt of written discover (however Part 10 together with by e-mail
to a Accountable Officer); and (2) that such grace interval doesn’t trigger a fabric adversarial change within the sole discretion
of Lender. 

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c.
If
an Occasion of Default shall happen for any motive in any respect (and whether or not such occurrences shall be voluntary or involuntary,
or come about or be effected by operation of legislation or pursuant to or in compliance with any judgment, decree or order of any
court docket, or any order, rule or regulation of any administrative or governmental physique) then, or at any time thereafter, the Lender
might, with out written discover, take any or the entire following actions, on the identical or totally different instances: (A) speed up the
maturity of the Obligations and demand the fast cost thereof, and to cost the Default Charge on such Obligations with out
presentment, demand, protest or different discover of any form, all of that are hereby expressly waived; (B) require the Borrower
to assemble the Collateral and the information pertaining thereto and ship possession of identical to the Lender, in addition to to
allow Lender to have unrestricted entry to the Borrower’s premises and the Collateral in order to permit Lender to take
management thereof for functions of disposition of the Collateral and the gathering of all Obligations; and (C) take any and
all motion and pursue any and all treatments as could also be permitted below the Mortgage Paperwork or by relevant legislation or in any other case,
together with exercising all rights of counterclaim or set-off. 

 
d.
Upon
the prevalence of an Occasion of Default, the Lender might (i) at any time thereafter, in its discretion and in accordance with
Article 9 of the Code, switch any securities or different property constituting Collateral into its personal title or that of its
nominee and obtain the earnings thereon and maintain the identical as safety for the Obligations or apply it on all or any quantities
due on the Obligations in such order as Lender might elect in its sole discretion, (ii) enter the premises peacefully on the
tackle(es) listed herein, and take management of the Enterprise and (ii) require every Borrower to ascertain, at Borrower’s
expense, a lock field account with such financial institution acceptable to Lender, into which Borrower shall promptly deposit and direct their
account debtors to immediately remit all funds on Receivables and, which such funds or deposits shall be the property solely
of the Lender. Insofar because the Collateral shall encompass Receivables, different claims and rights to the cost of cash, insurance coverage
insurance policies, devices, choses in motion or the like, the Lender might, with out discover to or demand on the Borrower, demand,
gather, receipt for, settle, compromise, modify, use, sue for, foreclose or notice upon the Collateral because the Lender might
decide, whether or not or not the obligations or the Collateral are then due and for the aim of realizing the Lender’s
rights therein, the Lender might obtain, open and eliminate mail addressed to the Borrower and endorse notes, checks, drafts,
cash orders, paperwork of title or different evidences of cost, cargo or storage or any type of the Collateral on behalf
of and within the title of Borrower. The powers conferred on the Lender by this Part are solely to guard the curiosity of the
Lender and shall not impose any duties on the Lender to train any powers. All acts of mentioned legal professional or designee are hereby
ratified and permitted by the Borrower and the Lender and mentioned legal professional or designee shall not be answerable for any acts of fee
or omission nor for any error of judgment or mistake of truth or legislation. Borrower hereby irrevocably appoints Lender (and any
of Lender’s designated officers, or workers) as Borrower’s true and lawful legal professional to: (a) ship requests for
verification of Accounts or notify account debtors of Lender’s safety curiosity within the Accounts; (b) endorse Borrower’s
title on any checks or different types of cost or safety which will come into Lender’s possession; (c) signal Borrower’s
title on any bill or invoice of lading referring to any Account, drafts towards account debtors, schedules and assignments of
Accounts, verifications of Accounts, and notices to account debtors; (d) make, settle, and modify all claims below and choices
with respect to Borrower’s insurance policies of insurance coverage; (e) settle and modify disputes and claims respecting the accounts
immediately with account debtors, for quantities and upon phrases which Lender determines to be cheap; (f) to switch, in its
sole discretion, any mental property safety settlement entered into between Borrower and Lender with out first acquiring
Borrower’s approval of or signature to such modification to incorporate reference to any proper, title or curiosity in any
copyrights, patents or logos acquired by Borrower after the execution hereof or to delete any reference to any proper,
title or curiosity in any copyrights, patents or logos wherein Borrower now not has or claims any proper, title or curiosity;
(g) to file, in its sole discretion, a number of financing or continuation statements and amendments thereto, relative to
any of the Collateral with out the signature of Borrower the place permitted by legislation; (h) file any software, request, certificates
or different instrument which can be required to be filed with any governmental authority within the State of Wyoming or another
jurisdiction whose legal guidelines could also be relevant to effectuate any treatment accessible to Lender, in accordance with the provisions
of this Settlement; and (i) any instrument which Lender deems crucial or acceptable to facilitate the implementation of
the phrases of this Settlement. The appointment of Lender as Borrower’s legal professional in reality, and each considered one of Lender’s
rights and powers, being coupled with an curiosity, is irrevocable till the entire Obligations have been totally repaid and
carried out and shall survive the chapter or insolvency of Borrower. 

Slinger Bag Inc.Mortgage and Safety AgreementPage 14 of 30 

 

 
5.
As
a fabric inducement for Lender to enter into this Settlement, Borrower hereby represents and warrants to Lender as follows: 

 
a.
Slinger
Bag, Inc. is a company duly integrated, validly present and in good standing below the legal guidelines of the State of Nevada
and has the ability and authority keep on its enterprise as is now being performed. Slinger Bag Americas Inc. is a company
duly integrated, validly present and in good standing below the legal guidelines of the State of Delaware and has the ability and authority
keep on its enterprise as is now being performed. Slinger Bag Canada, Inc., is a Canadian firm duly integrated, validly
present and in good standing below the legal guidelines of the Province of Ontario and has the ability and authority keep on its enterprise
as is now being performed. Slinger Bag Worldwide (UK) Ltd. is a restricted firm duly fashioned, validly present and in good
standing below the legal guidelines of England and Wales and has the ability and authority keep on its enterprise as is now being performed
and Slinger Bag Ltd., is an Israeli restricted firm duly fashioned, validly present and in good standing below the legal guidelines of and
has the ability and authority keep on its enterprise as is now being performed. 

 
b.
Borrower
has all requisite energy and authority to enter into this Settlement and the opposite Mortgage Paperwork contemplated hereby and to
assume and carry out totally its obligations hereunder and thereunder. The execution and supply by Borrower of this Settlement
and the opposite Mortgage Paperwork contemplated hereby and the efficiency by Borrower of their Obligations hereunder and thereunder
have been duly and validly approved by all crucial company motion of Borrower. Courts or tribunals sitting in every Borrower’s
jurisdiction will acknowledge and implement: 

 
i.
the
alternative of Wyoming legislation because the governing legislation of this Settlement; 

 
ii.
the
alternative of Wyoming state courts or a federal court docket sitting within the District of Wyoming because the unique venue to adjudicate
disputes arising out of or in reference to this Settlement; and 
 
  
iii.
any
judgment rendered by the courts referenced instantly above with out reconsidering the deserves of the case. 

 
c.
The
execution and supply of this Settlement and the opposite Mortgage Paperwork contemplated hereby and the efficiency by Borrower
hereunder and thereunder (i) don’t and won’t battle with or violate any provision of the working settlement of Borrower
and (ii) don’t and won’t (A) battle with or lead to a breach of the phrases, situations or provisions of, (B) represent
a default below, (C) outcome within the creation of any encumbrance, lien or different restriction of any nature upon the Borrower’s
belongings pursuant to, (D) give any third social gathering the suitable to switch, terminate or speed up any obligation below, (E) outcome
in a violation of, or require any authorization, consent, approval, exemption or different motion by or discover to any third social gathering
pursuant to, any settlement, instrument, order, judgment, license, allow, decree, legislation, regulation, ordinance or judgment to
which any of Borrower or the Collateral or is a celebration or is topic or certain. 
 
  
d.
Aside from studies required to be filed by the 1934 Act, no filings with,
notices to, or approvals or consents of, any federal, state or native governmental or regulatory company or physique or another Individual are
required to be obtained by Borrower in reference to the consummation of the transactions contemplated
by the Mortgage Paperwork. 

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e.
Aside from the Permitted Debt, Borrower has no legal responsibility or obligation of any nature relating immediately or not directly to the belongings of Borrower (whether or not accrued or unaccrued, absolute or contingent, recognized or unknown, due or to develop into due, liquidated or unliquidated or secured or unsecured or in any other case). Borrower will not be conscious of any foundation upon which any such legal responsibility or obligation could also be asserted towards Borrower or their workers, contractors or associates or in any other case adversely have an effect on the transactions contemplated by the Mortgage Paperwork. 
 
  
f.
There are not any fees, complaints, claims, actions, fits, disputes, investigations, arbitrations, calls for or different proceedings pending or, to the most effective data of Borrower, threatened earlier than or by any court docket, governmental company or instrumentality, arbitrator, Individual to which Borrower is, or are threatened to be, a celebration or to which, to the most effective data of Borrower, any worker, unbiased contractor or affiliate of Borrower is or is threatened to be a celebration, or which relate to Borrower, the enterprise of Borrower, or any of the belongings of Borrower or another settlement associated hereto. To the most effective data of Borrower, there is no such thing as a foundation or grounds for any of the foregoing. Borrower will not be topic to or certain by any injunction, order or decree of any court docket or governmental or administrative company. 
 
  
g.
There are not any present defaults, Occasions of Default, breaches or different circumstances, information or occasions that with the passage of time or giving of discover, or each, would represent a default, Occasion of Default or breach on the a part of Borrower below any settlement of Borrower or in any other case. 
 
  
h.
Borrower has obtained and maintained all required native, state and federal licenses and permits essential to function Borrower’s enterprise and all such licenses and permits are in good standing and Borrower has no data of any actions, claims or violations which are pending that will lead to any limitations on or suspension or termination of such licenses. 
 
  
i.
All monetary statements and studies referring to the Borrower offered by Borrower or made accessible or disclosed to Lender and its accountants, attorneys and different brokers are GAAP-compliant, full, correct and pretty current the monetary place and efficiency of Borrower in all materials respects for the intervals to which they relate, and there was no adversarial change within the situation, monetary or in any other case, of Borrower for the reason that final disclosed assertion. 
 
  
j.
All the representations and warranties made by Borrower contained within the Mortgage Paperwork contemplated hereby and all info delivered to Lender together with in any schedule, attachment, certificates or exhibit hereto are true, appropriate and full on the date of this Settlement, all through the time period of this Settlement. Borrower has not omitted to state to Lender any truth referring to the Borrower, which (i) is critical to make the data given by or on behalf of Borrower not deceptive, (ii) if disclosed would fairly have an effect on the choice of a Individual contemplating making a mortgage to Borrower or (iii) has or which may fairly be anticipated to have an adversarial impact upon the Borrower or the earnings, situation (monetary or in any other case) or prospects of the Borrower’s enterprise.

 

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okay.
Borrower is the document and helpful proprietor of and has good and marketable title to the Collateral freed from any and all liens or choices in favor of, or claims of, another Individual and Lender’s safety curiosity within the Collateral is a primary precedence lien in such Collateral, senior to another lien or encumbrance, and there are not any unrecorded liens or encumbrances on the Collateral. 
 
  
I.
There are not any actions or proceedings pending or, to Borrower’s data, threatened by or towards Borrower or any Subsidiary wherein an adversarial choice may trigger a Materials Hostile Change. 
 
  
m.
All consolidated monetary statements for Borrower delivered to Lender pretty current in all materials respects Borrower’s consolidated monetary situation and Borrower’s consolidated outcomes of operations. There has not been any materials deterioration in Borrower’s consolidated monetary situation for the reason that date of the newest monetary statements submitted to Lender. 
 
  
n.
The truthful salable worth of Borrower’s belongings (together with goodwill minus disposition prices) exceeds the truthful worth of their liabilities; the Borrower will not be left with unreasonably small capital after the transactions on this Settlement; and Borrower is ready to pay their money owed (together with commerce money owed) as they mature. 
 
  
o.
This Settlement is entered into by Borrower for the Enterprise Function. 

 
6.
From the date hereof and as long as any of the Mortgage
Paperwork stays in impact or any of the Obligations shall be unpaid, every Borrower will: 

 
a.
Always protect, renew and maintain in full pressure and impact its company existence, rights, licenses, permits and franchises and adjust to all relevant legal guidelines, and function its enterprise within the method wherein it’s presently performed and operated; 
 
  
b.
Always protect all Property (apart from such property as is disposed of within the atypical course of enterprise) used or helpful within the conduct of the Enterprise and maintain the identical in good restore, working order and situation (topic to regular put on and tear), and every so often make, or trigger to be made, all crucial and correct repairs, whether or not pursuant to a guaranty or in any other case, renewals, replacements, betterments and enhancements thereto; 

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c.
Execute such different paperwork and devices as Lender might fairly request, duly executed by Borrower, to additional implement and effectuate the needs of this Settlement; 
 
  
d.
Hold the insurable Collateral and different properties insured always on the alternative worth thereof, by financially sound and respected insurers, and keep or trigger to be maintained such different insurance coverage to such extent and towards such dangers, together with hearth and different dangers insured towards by prolonged protection, as is, the Borrower’s finest judgment, customary with corporations in the identical or related enterprise, and keep in full pressure and impact public legal responsibility insurance coverage towards claims for private damage, dying or property injury occurring upon, in, about or in reference to using any properties owned, occupied or managed by it and producer’s legal responsibility insurance coverage towards claims for private damage or dying occurring in reference to using any merchandise assembled, manufactured or offered by it in such quantity because the Borrower shall in good religion deem crucial, or as could also be fairly required by the Lender and keep such extra insurance coverage as could also be required by legislation. In respect of the Collateral, the Lender shall be loss payee below all insurance policies of insurance coverage maintained thereon. The Lender shall be entitled to no less than 30 days’ prior written discover of the insurer’s intention to cancel or cut back any insurance policies of insurance coverage required by this subsection, and, at its election and with none obligation in any respect, shall have a possibility to treatment any defaults thereunder throughout such time. As well as, the Borrower shall ship renewals of all such insurance policies not lower than 30 days previous to the expiration date of such insurance policies. The Borrower shall furnish to the Lender full info as to the insurance coverage carried (together with a replica or the unique, as required hereby, of all insurance coverage insurance policies), in addition to proof of cost therefor, and pay for all insurance coverage obtained in accordance herewith upon the phrases of invoices therefor. 
 
  
e.
Pay all indebtedness and obligations (aside from Permitted Debt) promptly and in accordance with their respective phrases, and pay and discharge promptly all taxes, assessments, and governmental fees or levies imposed upon it or in respect of its property, earlier than the identical shall develop into in default, in addition to all lawful materials claims for labor, supplies, and provides or in any other case which, if unpaid, would possibly develop into a lien or cost upon such property or any half thereof, and well timed adjust to all relevant legal guidelines and governmental guidelines and laws; offered, nevertheless that the Borrower shall not be required to pay or discharge or trigger to be paid or discharged any such tax, evaluation, cost, lien or declare, or well timed adjust to legal guidelines and governmental guidelines as long as the validity thereof shall be contested by acceptable authorized proceedings well timed initiated and performed in good religion, and (i) within the case of an unpaid tax, evaluation, governmental cost or levy, lien, encumbrance, cost or declare, such proceedings shall be efficient to droop the gathering thereof from the Borrower, and its properties; (ii) neither such properties nor any half thereof, nor any curiosity therein could be in any hazard of being offered, forfeited or misplaced; (iii) within the case of a legislation and governmental rule or regulation, neither the Borrower nor the Lender could be in any hazard of felony legal responsibility for failure to conform therewith; and (iv) there shall have been established such reserve or different acceptable provision, if any, with respect thereto on the books of the Borrower, as shall be required by typically accepted accounting rules with respect to any such tax, evaluation, cost, lien, declare, encumbrance, legislation, rule or regulation, so contested. 

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f.
Furnish to Lender on a month-to-month foundation, stability sheets, statements of earnings and loss, and statements of money move, ready in accordance with GAAP, and all such different info relating to the operation, enterprise, affairs and monetary situation of the Borrower because the Lender might fairly request, together with the ratio of money on deposit within the Borrower’s working accounts to excellent Obligations. 
 
  
g.
On 1 January, 1 April, 1 July and 1 October of every yr throughout the Time period, ship to the Lender a compliance certificates from the chief monetary officer of the Guardian (x) containing all info and calculations crucial for figuring out compliance by every particular person Borrower and its Subsidiaries with the provisions of this Settlement as of the final day of the fiscal quarter or fiscal yr of the Borrower, because the case could also be and (y) stating that every particular person Borrower throughout such interval has noticed and carried out the entire covenants and different agreements, and glad each situation contained on this Settlement and the opposite Mortgage Paperwork to which it’s a social gathering to be noticed, carried out or glad by it, and that such chief monetary officer has not obtained any data of any breach or Occasion of Default besides as laid out in such certificates. 
 
  
h.
Promptly, and in any occasion inside 10 days of the next occasions, to the extent not beforehand disclosed to the Lender, ship to the Lender an outline of any change within the jurisdiction of group of any particular person Borrower or any of its Subsidiaries. 
 
  
i.
Promptly, upon receipt of the identical, ship to the Lender copies of all notices, requests and different paperwork obtained by any Borrower or any of its Subsidiaries below or pursuant to any Materials Contract or instrument, indenture, mortgage settlement relating to or associated to any breach or default by any social gathering thereto or another occasion that would materially impair the worth of the pursuits or the rights of any Borrower or in any other case trigger a Materials Hostile Change and copies of the foregoing and such info and studies relating to Materials Contracts and such devices, indentures, mortgage agreements because the Lender might request every so often. 

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j.
As quickly as accessible, and in any occasion inside 30 days after the top of every fiscal yr, ship to the Lender a report summarizing the insurance coverage protection (specifying sort, quantity and service) in impact for every Borrower and their Subsidiaries and containing such extra info because the Lender might fairly specify. 
 
  
okay.
Give the Lender immediate telephonic, email correspondence, textual content message or different written discover (to be confirmed inside 48 hours by written discover) of any: 

 
i.
Occasion of Default or of any occasion which, with discover or the passage of time, or each, would represent such an Occasion of Default, specifying the character and extent thereof and the motion which the social gathering giving such discover proposes to take with respect thereto; 
 
  
ii.
default or occasion of default below any Contractual Obligation of any Borrower or any of its Subsidiaries; 
 
  
iii.
litigation, investigation or continuing which will exist at any time between any Borrower or any of its Subsidiaries and any Governmental Authority; 
 
  
iv.
any litigation or continuing affecting any Borrower or any of its Subsidiaries (i) wherein the quantity concerned is no less than $25,000 and never coated in full by insurance coverage, (ii) wherein injunctive or related aid is sought or (iii) which pertains to any Mortgage Doc; 
 
  
v.
any improvement or occasion that has had or may fairly be anticipated to trigger a Materials Hostile Change. 

Every discover pursuant to this Part
6(okay) shall be accompanied by an announcement of a Accountable Officer of the relevant Borrower setting forth particulars of the prevalence referred
to therein and stating what motion the related Borrower or any of its Subsidiaries proposes to take with respect thereto.

 

 
I.
Hold its place of job and chief government workplace and the workplace the place it retains its information regarding Receivables at its present location. 
 
  
m.
Hold its deposit account(s) on the financial institution(s) presently utilized by Borrower as its working account(s). Borrower agrees that Borrower won’t for any motive change banking establishments or directions for cost of insurance policies or Receivables to another account with out the categorical written consent of Lender. 

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n.
In any respect cheap instances throughout enterprise hours and as usually because the Lender might fairly request, allow any approved consultant of the Lender to go to and examine any of the properties of the Borrower, together with the Collateral, and the books in respect thereof, and to make extracts from such books and to debate the affairs, funds and accounts with any oftheirrespective chieffinancial officers or such different individual as could also be designated by a Accountable Officer of the Borrower. 
 
  
o.
Promptly, every so often because the Lender might fairly request, carry out such acts and execute, acknowledge, ship, file, register, deposit or document any and all additional devices, agreements and paperwork whether or not to proceed, protect, renew, document or good pursuits conferred by this Settlement or any of the opposite Mortgage Paperwork, in addition to the precedence thereof, or in any other case in reference to the Obligations. 
 
  
p.
Pay all Lender Bills incurred every so often by the Lender with respect to any modification, consent or waiver of the provisions of any Mortgage Doc fairly required or requested in writing by the Borrower. 
 
  
q.
Make the most of the Mortgage proceeds solely in reference to the Enterprise for the Enterprise Function. 
 
  
r.
The Borrower irrevocably consents to the service of course of out of the relevant courts of Wyoming by mailing copies thereof by registered United States air mail postage pay as you go to it at its tackle specified within the Preamble above. 
 
  
s.
Protect, renew and keep in full pressure and impact its company or organizational existence and take all cheap motion to take care of all rights, privileges and franchises crucial or fascinating within the regular conduct of its enterprise, besides, in every case, as in any other case permitted below this Settlement. 
 
  
t.
Adjust to all Contractual Obligations and Necessities of Legislation. 
 
  
u.
Carry out and observe all of the phrases and provisions of every such Materials Contract to be carried out or noticed by it, keep every Materials Contract in full pressure and impact, implement every such Materials Contract in accordance with its phrases, take all such motion to such finish as could also be every so often requested by the Lender and, upon request of the Lender, make to one another social gathering to every Materials Contract such calls for and requests for info and studies or for motion as any Borrower or any of its Subsidiaries is entitled to make below such Materials Contract. 
 
  
v.
Present to Lender checklist of all Mental Property owned or leased by any Borrower and its Subsidiaries as of the Closing Date and an inventory of any Mental Property acquired by any Borrower for the reason that date of the newest report delivered pursuant to this clause (or, within the case of the primary such report so delivered, for the reason that Closing Date), on the identical dates as supply of the compliance certificates below Part 6(9). 

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w.
Preserve always an Asset to Debt Ratio of 1.25:1, a report of which shall be included within the month-to-month studies offered to Lender below Part 6(f). 

 
7.
From the date hereof and as long as the Settlement stays in impact and any of the Obligations shall be unpaid, every Borrower won’t, with out the prior written consent of the Lender: 

 
a.
Both, immediately or not directly, incur, create, assume or allow to exist any Lien with respect to any property or belongings now owned or hereafter acquired, or be certain by or topic to any settlement or possibility to take action, besides liens granted, incurred or created in favor of the Lender in reference to the Mortgage Paperwork; 
 
  
b.
Incur, create, assume or allow to exist any indebtedness or legal responsibility on account of deposits or advances or progress funds below any contract or any indebtedness or legal responsibility for borrowed cash, or another indebtedness or legal responsibility evidenced by notes, bonds, debentures or related obligations, besides indebtedness to commerce collectors incurred within the atypical course of enterprise on traditional and customary phrases or upon phrases and situations acceptable to Lender in its sole discretion; 
 
  
c.
(i) Enter into any consolidation, (ii) liquidate, wind-up or dissolve itself, (iii) promote, convey, switch, assign, lease, abandon or in any other case dispose (together with in a sale and leaseback) (“Dispose”) of (in a single transaction or in a collection of transactions), voluntarily or involuntarily, belongings (tangible or intangible (together with however not restricted to sale, project, low cost or different disposition of accounts, contract rights, chattel paper or common intangibles with or with out recourse) constituting all or considerably all of its belongings and Property; 
 
  
d.
Get rid of any of its property, whether or not now owned or hereinafter acquired, or, within the case of any Subsidiary, challenge or promote any Fairness Pursuits of such Subsidiary to any Individual, besides: 

 
i.
the sale of Stock within the atypical course of the Enterprise; 
 
  
ii.
the sale or disposition of equipment and Tools now not used or helpful within the enterprise of the Borrower; 
 
  
iii.
the disposition of out of date or worn-out Property within the atypical course of enterprise; 

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e.
Declare or pay any dividend on, or make any cost on account of, or set aside belongings for a sinking or different analogous fund for, the acquisition, redemption, defeasance, retirement or different acquisition of, any fairness pursuits of the Borrower or any of Subsidiaries, whether or not now or hereafter excellent, or make another distribution in respect thereof, both immediately or not directly, whether or not in money or property or in obligations of the Borrower or any of their respective Subsidiaries; 
 
  
f.
Pay bonuses to any Individual, together with officers and administrators of the Borrower or any Subsidiary not set forth in an incentive plan or in such Individual’s service or employment agreements; 
 
  
g.
Enter into or allow to exist or develop into efficient any settlement with any Individual which prohibits or limits the flexibility of any Borrower to create, incur, assume or allow to exist any Lien upon any of its property, belongings or revenues, whether or not now owned or hereafter acquired; 
 
  
h.
Enter into any enterprise, immediately or not directly, apart from the Enterprise or a enterprise that’s fairly associated thereto; 
 
  
i.
Besides in reference to an acquisition or merger transaction or to create a brand new class of securities, amend, complement or in any other case modify (pursuant to a waiver or in any other case): 

 
i.
its articles of incorporation, certificates of designation (or company constitution or different related organizational doc) working settlement or bylaws (or different related doc); or 
 
  
ii.
the phrases and situations of any Materials Contract; 

 
j.
Within the case of Guardian, interact in any enterprise or exercise aside from: 

 
,.
the possession of all excellent fairness pursuits within the Borrower; 
 
  
ii.
sustaining its company existence; 
 
  
111.
taking part in tax, accounting and different administrative actions because the mother or father of the consolidated group of corporations together with the Borrower Subsidiaries; 

 
iv.
the efficiency of obligations below the Mortgage Paperwork; 

 
v.
actions incidental to the companies or actions described in subsections 

 

Slinger Bag Inc.Mortgage and Safety AgreementPage 23 of 30 

 

 

 
i.
(1) Violate any Anti-Terrorism Legal guidelines; (2) interact in any transaction, funding, endeavor or exercise that conceals the id, supply or vacation spot of the proceeds from any class of prohibited offenses designated by the Group for Financial Co-operation and Growth’s Monetary Motion Activity Drive on Cash Laundering; or (3) allow any of their respective Associates to violate these legal guidelines or interact in these actions; 
 
  
ii.
Use, immediately or not directly, the proceeds of the Loans, or lend, contribute or in any other case make accessible such proceeds to any subsidiary, three way partnership associate or different Individual, (1) to fund any actions or enterprise of or with any Individual, or in any nation or territory, that, is, or whose authorities is, the topic of Sanctions on the time of such funding, or (2) in another method that will lead to a violation of Sanctions by any Individual (together with any Individual taking part within the Loans, whether or not as underwriter, advisor, investor, or in any other case); 
 
  
iii.
(1) Deal in, or in any other case interact in any transaction associated to, any property or pursuits in property blocked pursuant to any Anti-Terrorism Legislation, (2) interact in or conspire to interact in any transaction that evades or avoids, or has the aim of evading or avoiding, or try to violate, any of the prohibitions set forth in any Anti-Terrorism Legislation; or (3) allow any of their respective Associates to do any of the foregoing. 

 
8.
Borrower shall indemnify, defend and maintain innocent Lender and its members, brokers, companions, workers and unbiased contractors, always from and after the Efficient Date, from and towards any and all claims, actions, damages, liabilities, losses (together with consequential losses), judgments, penalties, curiosity, fines, bills, or different prices (together with cheap attorneys’ charges and court docket prices) arising from or referring to: 

 
a.
any negligent motion or omission of Borrower or any of the Borrower’s workers, contractors, brokers or another Individual appearing below Borrower’s supervision or management previous to, as of, or following the Efficient Date; 
 
  
b.
any inaccuracy or breach of any illustration or guarantee made by Borrower on this Settlement or another Mortgage Doc, doc or instrument executed or delivered by Borrower in reference to this Settlement or any breach or non-performance of any covenant or settlement made by Borrower on this Settlement or another Mortgage Doc, doc or instrument executed or delivered by Borrower in reference to this Settlement; 

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c.
any Mortgage Doc and the funds due thereunder, together with Lender Bills; 
 
  
d.
the willful misconduct of Borrower, their brokers or workers; 
 
  
e.
the misapplication or conversion by Borrower of any insurance coverage proceeds paid by motive of any loss, injury or destruction to the Collateral; 
 
  
f.
Any state or native documentary stamp taxes, intangible taxes, private property taxes and gross sales tax, if any, imposed by advantage of the execution and acceptance of this Settlement, the Mortgage Paperwork, Lender’s perfection of its safety curiosity within the Collateral, together with deeds of belief filed with regard to the Receivables, and the transactions contemplated hereby and thereby. 

 
9.
The Borrower hereby waives diligence, presentment, protest, discover of protest, discover of dishonor, discover of nonpayment of the Notice, and any and all different notices and calls for in reference to the supply, acceptance, efficiency, default or enforcement of this Settlement and the Notice and particularly consents to and waives discover of any renewal or extension of this Settlement. The Borrower hereby waives the advantages of the statute of limitations to the utmost extent allowed by legislation. No delay by the Lender in exercising any energy or privilege hereunder, nor the one or partial train of any energy or privilege hereunder, shall preclude another or additional train thereof, or the train of another energy or privilege hereunder. 
 
  
10.
All notices, calls for, requests, consents, approvals, and different communications required or permitted hereunder shall be in writing and, except in any other case specified herein, shall be (i) personally served, (ii) deposited within the mail, registered or licensed, return receipt requested, postage pay as you go, (iii) delivered by respected air courier service with fees pay as you go, or (iv) transmitted by hand supply, telegram, or facsimile, addressed as set forth within the Preamble above or to such different tackle as such social gathering shall have specified most lately by written discover. Any discover or different communication required or permitted to be given hereunder shall be deemed efficient (a) upon hand supply or supply by facsimile, with correct affirmation generated by the transmitting facsimile machine, on the tackle or quantity designated beneath (if delivered on a Banking Day throughout regular enterprise hours the place such discover is to be obtained), or the primary Banking Day following such supply (if delivered aside from on a Banking Day throughout regular enterprise hours the place such discover is to be obtained) or (b) on the second Banking Day following the date of mailing by respected courier service, totally pay as you go, addressed to such tackle, or upon precise receipt of such mailing, whichever shall first happen. Any social gathering hereto might every so often change its tackle for notices below this Part by giving no less than ten (10) days’ prior written discover of such modified tackle or facsimile quantity to the opposite social gathering hereto. 

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11.
Every of the events hereby consents to service of course of by registered mail, Federal Categorical or related courier on the tackle listed within the Preamble above, it being agreed that service in such method shall represent, to the extent permitted by legislation, in each respect efficient and legitimate service upon such social gathering or its respective successors or permitted assigns in reference to any such motion or continuing; offered, nevertheless, that nothing on this Part 11 shall have an effect on the suitable of any such events or their respective successors and permitted assigns to serve authorized course of in another method permitted by relevant legislation. The Guardian, SBC, SBL and SB UK hereby irrevocably appoint Slinger Bag Americas as its approved agent to obtain for and on its behalf service of summons or different authorized course of in any motion, go well with or continuing arising out of or in reference to this Settlement within the State of Wyoming and covenants and agrees that such service could also be made upon Slinger Bag Americas by mail as described above on the workplace of Slinger Bag Americas at 2709 N. Rolling Highway, Unit 138, Windsor Mill, Maryland, 21244 (or at such different United States tackle Borrower offers in accordance with Part 10) and every particular person borrower hereby irrevocably authorizes and directs Slinger Bag Americas to simply accept such service on its behalf. 
 
  
12.
Miscellaneous. 

 
a.
THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE, DISTRICT OR FEDERAL COURT SITTING IN CHEYENNE COUNTY IN THE STATE OF WYOMING OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT TO THE EXCLUSION OF ANY OTHER COURT OR TRIBUNAL. THE PARTIES IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. The events agree the substantive legislation of the State of Wyoming shall govern this Settlement unique of its battle of legal guidelines doctrine. Ultimate judgment in any such go well with, motion, or continuing introduced in any such court docket shall be conclusive and binding upon a celebration hereto and could also be enforced in any court docket wherein such social gathering is topic to jurisdiction by a go well with upon such judgment offered that service of course of is effected upon such social gathering as permitted hereunder or by relevant legislation. 
 
  
b.
If, for the needs of acquiring judgment in any court docket, it’s essential to convert a sum due hereunder in US {Dollars} into one other forex, the events hereto agree, to the fullest extent permitted by legislation, that the speed of alternate used shall be that at which, in accordance with regular banking procedures, the Lender may buy US {Dollars} with such different forex on the shopping for spot fee of alternate within the New York overseas alternate market on the Banking Day instantly previous that on which any such judgment, or any related half thereof, is given. 

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c.
The obligations of the Borrower in respect of any sum as a result of Lenders hereunder and below the opposite Mortgage Paperwork shall, however any judgment in a forex aside from US {Dollars}, be discharged solely to the extent that on the Banking Day following receipt by the Lender of any sum adjudged to be so due in such different forex the Lender might, in accordance with regular banking procedures, buy US {Dollars} with such different forex. If the quantity of US {Dollars} so bought is lower than the sum initially as a result of Lender in US {Dollars}, the Borrower agrees, to the fullest extent that it could successfully accomplish that, as a separate obligation and however any such judgment, to indemnify the Lender towards such loss. If the quantity of US {Dollars} so bought exceeds the sum initially as a result of Lender in US {Dollars}, the Lender shall remit such extra to the Borrower. 
 
  
d.
No modification or waiver of any provision of this Settlement or another Mortgage Doc nor consent to any departure by the Borrower therefrom shall in any occasion be efficient towards the Lender except the identical shall be in writing and signed by all events hereto, after which such waiver or consent shall be efficient solely within the particular occasion and for the aim for which given. No discover to or demand on the Borrower in any case shall entitle such events to another or additional discover or demand in the identical, related or different circumstances. 
 
  
e.
The treatments of the Lender contained on this Settlement are cumulative with each other and with another treatments which the events hereto might have at legislation, in fairness, below any agreements of any sort or in any other case and no failure or delay on the a part of the Lender in exercising any proper, energy or privilege below the Mortgage Paperwork shall function as a waiver thereof, nor shall a single or partial train thereof preclude another or additional train or the train of another proper, energy or privilege. 
 
  
f.
In case any a number of of the provisions contained within the Mortgage Paperwork ought to be invalid, unlawful or unenforceable the least bit, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any manner be affected or impaired thereby. 
 
  
g.
Within the occasion of any battle, inconsistency or ambiguity between the provisions of this Settlement and the provisions of another Mortgage Doc, the supply which finest assures the cost and efficiency of the Obligations or enlarges the safety curiosity of the Lender in and to the Collateral, shall prevail. 
 
  
h.
The title of this Settlement, in addition to Part headings used herein, are for comfort of reference solely and are to not have an effect on the development of, or be considered, in deciphering this Settlement. No language in any Mortgage Doc shall be construed towards any social gathering because the drafter. 

Slinger Bag Inc.Mortgage and Safety AgreementPage 27 of 30 

 

 
i.
This Settlement, any schedules or displays hereto, represent your complete understanding and settlement between Borrower and Lender and supersedes any and all prior or contemporaneous oral or written illustration, understanding, settlement or communication relating thereto. 
 
  
J.
The covenants and agreements contained on this Settlement shall be binding on, and shall inure to the advantage of, the authorized and private representatives, heirs, successors, and permitted assignees of the events. This Settlement could also be executed in a number of facsimile or emailed PDFs, every of which shall be deemed to be an authentic and all of which collectively shall be deemed to be one and the identical doc. 
 
  
okay.
Lender shall not have by motive of this Settlement or any Mortgage Doc, or in any other case, a fiduciary relationship with the Borrower, and Borrower hereby waives and releases the Lender from all claims and liabilities arising out of any fiduciary responsibility hereunder. 
 
  
I.
THE BORROWER DESIRES THAT ITS DISPUTES BE SETTLED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. FURTHER, THE BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE LENDER NOR THE LENDER’S COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. FINALLY, THE BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, INTER ALIA, THE PROVISIONS OF THIS SECTION. 

Signature web page follows.

 

Slinger Bag Inc.Mortgage and Safety AgreementPage 28 of 30 

 

IN WITNESS WHEREOF,
the Lender has executed and entered into this Settlement as of the Efficient Date.

 

 
LENDER:  
 
  
SB INVESCO LLC, 
a Wyoming restricted legal responsibility firm 
  
 
       
By:
SBI Administration LLC 
Its:
Supervisor 
 
  
 
  
By:
Chessler Holdings, LLC 
Its:
Supervisor 
 
  
 
   
B/s”
QaviB L. O,dssler 
Its:
Chief Govt Officer 

Slinger Bag Inc.Mortgage and Safety AgreementPage 29 of 30 

 

IN WITNESS WHEREOF,
the Borrower have executed and entered into this Settlement as of the Efficient Date.

 

 
BORROWER: 
  
SLINGER BAG, INC., 
a Nevada company 
 
  
By:
Mike Ballardie 
Its:
Chief Govt Officer 
 
  
SLINGER BAG AMERICAS INC., 
a Delaware company 
 
  
By:
Mike Ballardie 
Its:
Chief Govt Officer 
 
  
SLINGER BAG CANADA, INC., 
a Canadian firm 
 
  
By:
Mike Ballardie 
Its:
Chief Govt Officer 
 
  
SLINGER BAG LTD., 
an Israeli firm 
 
  
By:
Mike Ballardie 
Its:
Chief Govt Officer 
 
  
SLINGER
BAG INTERNATIONAL (UK) LIMITED, 
an English firm 
 
  
By:
Mike Ballardie 
Its:
Chief Govt Officer 

Slinger Bag Inc.Mortgage and Safety AgreementPage 30 of 30 

 

 

Exhibit
10.3

 

INTELLECTUAL
PROPERTY SECURITY AGREEMENT

 

This
INTELLECTUAL PROPERTY SECURITY AGREEMENT (as every so often amended, restated, supplemented or in any other case modified, this “Settlement”),
dated as of 15 April 2021, is made by Slinger Bag Inc., a Nevada company having places of work at 2709 North Rolling Highway, Suite 138, Windsor
Mill, MD 21244 (“Guardian”), Slinger Bag Americas Inc., a Delaware company having places of work at 2709 North Rolling Highway, Suite
138, Windsor Mill, MD 21244 (“Slinger Bag Americas”), Slinger Bag Canada, Inc., a Canadian firm having places of work at 2709
North Rolling Highway, Suite 138, Windsor Mill, MD 21244 (“SBC”), Slinger Bag Worldwide (UK) Restricted (“SB UK”),
an English restricted firm having places of work at 2709 North Rolling Highway, Suite 138, Windsor Mill, MD 21244 and Slinger Bag Ltd., an Israeli
firm having places of work at 2709 North Rolling Highway, Suite 138, Windsor Mill, MD 21244 (“SBL;” Slinger Bag Americas, SBC, SB
UK, SBL and the Guardian are referred to collectively, collectively and severally, because the “Grantor”), and SB Invesco LLC, a Wyoming
restricted legal responsibility firm (the “Lender”).

 

BACKGROUND:

 

The
Grantor has agreed to execute and ship to Lender this Settlement to safe the indebtedness of Grantor below the promissory observe (the
“Notice”) issued pursuant to the Mortgage Settlement (as outlined herein).

 

TERMS
AND CONDITIONS:

 

For
the explanations described above, in consideration of the mutual guarantees and covenants set forth on this Mortgage Settlement, and for different good
and priceless consideration, the receipt and adequacy of that are hereby acknowledged, Lender and Borrower hereby agree as follows:

 

1.
DEFINED TERMS: RULES OF CONSTRUCTION. Capitalized phrases used on this Settlement however not in any other case outlined herein have the meanings
given to them within the Notes or the Mortgage Settlement, as relevant. When used herein the next phrases shall have the next meanings:

 

a.
“Copyrights” means all copyrights (whether or not registered or unregistered), and all ethical rights and all registrations,
purposes for registration, renewals, extensions and reversions of any of the foregoing.

 

b.
“Copyright Licenses” means all agreements pursuant to which Grantor is licensor or licensee, granting any proper below
any Copyright, together with rights to fabricate, reproduce, show, distribute, carry out, modify or in any other case exploit, and promote supplies
embodying or derived from, any work protected by Copyright.

 

Exhibit B – Mental Property Safety AgreementPage 1 of 15 

 

c.
“Mental Property” means all mental property rights and associated precedence rights all through the world, whether or not
protected, created or arising below the Legal guidelines of america or another jurisdiction or below any worldwide conference, together with
any and the entire following: (i) Patents; (ii) Logos; (ii) Copyrights; (iii) Patent Licenses; (iv) Trademark Licenses; (v) Copyright
Licenses; (vi) Commerce Secrets and techniques, (vii) all mental property rights in or to Software program, databases and knowledge collections, and (viii) all
domains, along with the goodwill related therewith, and all registrations, purposes for registration, renewals and extensions
for any of the foregoing.

 

d.
“Mortgage Settlement” implies that sure Enterprise Mortgage and Safety Settlement made and entered into as of 15 April 2021,
by and among the many Granter, and Lender (as amended, restated, supplemented or in any other case modified every so often in accordance with its
phrases).

 

e.
“Obligations” shall have the which means offered thereto within the Mortgage Settlement.

 

f.
“PTO” means america Patent and Trademark Workplace and any successor workplace or company.

 

g.
“Patents” means all patents and patent purposes and invention disclosures, together with all continuations, continuations-in-part,
divisionals and provisionals and all patents issuing on any of the foregoing, and all reissues, reexaminations, substitutions, renewals
and extensions of any of the foregoing.

 

h.
“Patent Licenses” means all agreements pursuant to which Granter is licensor or licensee, granting any proper to fabricate,
have made, import, use, or promote any invention claimed, in entire or partly, in a Patent.

 

i.
“Software program” means all (a) pc packages, together with any and all software program implementations of algorithms, fashions and
methodologies, whether or not in supply code or object code, (b) databases and compilations, together with any and all knowledge and collections of information,
whether or not machine readable or in any other case, (c) descriptions, flow-charts and different work product used to design, plan, manage and develop
any of the foregoing, screens, consumer interfaces, report codecs, firmware, improvement instruments, templates, menus, buttons and icons and
(d) documentation, together with consumer manuals and different coaching documentation, associated to any of the foregoing.

 

j.
“Know-how” means all Software program, works of authorship, compositions, content material, info, designs, formulae, algorithms,
procedures, strategies, methods, concepts, know-how, analysis and improvement, technical knowledge, packages, subroutines, instruments, supplies,
specs, processes, innovations (whether or not patentable or unpatentable and whether or not or not decreased to apply), equipment, creations,
enhancements, recordings, graphs, drawings, studies, analyses and different related writings and supplies.

 

okay.
“Logos” means all commerce names, logos, service marks, commerce costume, logos and different supply or enterprise identifiers
(whether or not registered or unregistered), along with the goodwill related to any of the foregoing, and all registrations, purposes
for registration, renewals and extensions for any of the foregoing.

 

Exhibit B – Mental Property Safety AgreementPage 2 of 15 

 

l.
“Trademark Licenses” imply all agreements pursuant to which Grantor is licensor or licensee, granting any proper to
use a Trademark.

 

m.
“Commerce Secrets and techniques” imply all commerce secrets and techniques and all mental property rights in or to proprietary info, know-how,
show-how or Know-how.

 

n.
“UCC” shall have the which means offered thereto within the Mortgage Settlement.

 

o.
All Schedules, Addenda, Annexes and Reveals hereto or expressly recognized to this Settlement are integrated herein by reference and
taken along with this Settlement represent however a single settlement. The phrases “herein”, “hereof” and “hereunder”
or different phrases of comparable import discuss with this Settlement as an entire, together with the Reveals, Addenda, Annexes and Schedules thereto,
as the identical could also be every so often amended, modified, restated or supplemented, and to not any specific part, subsection or clause
contained on this Settlement. Wherever from the context it seems acceptable, every time period said in both the singular or plural shall
embrace the singular and the plural, and pronouns said within the masculine, female or neuter gender shall embrace the masculine, the
female and the neuter. The time period “or” will not be unique. The time period “together with” (or any kind thereof) shall not
be limiting or unique. All references to statutes and associated laws shall embrace any amendments of identical and any successor statutes
and laws. All references on this Settlement or within the Schedules, Addenda, Annexes and Reveals to this Settlement to sections, schedules,
disclosure schedules, displays, and attachments shall discuss with the corresponding sections, schedules, disclosure schedules, displays,
and attachments of or to this Settlement. All references to any devices or agreements, together with references to any of this Settlement
or the Associated Agreements shall embrace any and all modifications or amendments thereto and any and all extensions or renewals thereof.

 

p.
The events acknowledge that every social gathering and its counsel have reviewed this Settlement and that the conventional rule of development to the
impact that any ambiguities are to be resolved towards the drafting social gathering shall not be employed within the interpretation of this Settlement
or any amendments, Schedules or Reveals hereto.

 

2.
GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERlY COLLATERAL. To safe the immediate cost to the holder of the Notes of the
Obligations of the Grantor now or hereafter present every so often, Grantor hereby pledges and grants to the Lender, for the profit
of the holder of the Notes, a unbroken safety curiosity in and Lien upon all of Grantor’s proper, title and curiosity in, to and
below the next, whether or not presently present or hereafter created or acquired (collectively, the “Collateral”):

 

a.
Logos and Trademark Licenses to which Grantor is a celebration together with these referred to on Schedule I hereto;

 

Exhibit B – Mental Property Safety AgreementPage 3 of 15 

 

b.
Patents and Patent Licenses to which Granter is a celebration, together with these referred to on Schedule II hereto;

 

c.
Copyrights and Copyright Licenses to which Granter is a celebration, together with these referred to on Schedule Sick hereto;

 

d.
Mental Property not coated by the foregoing, together with these referred to on Schedule IV hereto;

 

e.
Rights to sue third events for previous, current or future infringement, dilution, misappropriation, or different violation of rights in any
Mental Property, together with damage to the goodwill related to any Trademark, and all causes of motion for a similar; and

 

f.
All proceeds of all or any of the foregoing, tort claims and all claims and different rights to cost together with (i) insurance coverage claims towards
third events for lack of, injury to, or destruction of, the foregoing Collateral and (ii) funds due or to develop into due below Copyright
Licenses, Patent Licenses or Trademark Licenses and proceeds payable below, or unearned premiums with respect to, insurance policies of insurance coverage
in no matter kind relating to the foregoing Collateral; offered, nevertheless, that, however any of the foregoing or something
else on this Settlement or the Mortgage Settlement or in any other case, Collateral shall not embrace (i) any property or pursuits in property to
the extent that the grant of a safety curiosity therein is prohibited by any rule of Legislation, statute or regulation, requires a consent
not obtained of any authorities, governmental physique or official or is prohibited by, or constitutes a breach or default below or outcomes
within the termination of or requires any consent not obtained below, any contract, license, settlement, instrument or different doc or shareholder
or related settlement, besides to the extent that such rule of Legislation, statute or regulation or the time period in such contract, license, settlement,
instrument or different doc or shareholder or related settlement offering for such prohibition, breach, default or termination or requiring
such consent is ineffective below relevant Legislation or (ii) any Trademark software filed within the PTO on the premise of Grantor’s intent
to make use of the Trademark that’s the topic of such Trademark software, except and till an announcement of use or modification to allege use
below 15 U.S.C. Part 1051(d) or 15 U.S.C. Part 1051(c), respectively, has been filed within the PTO and examined and accepted or deemed
in conformance with 15 U.S.C. Part 1051(a), respectively, by the PTO, wherein occasion, such Trademark shall mechanically be included
within the Collateral.

 

3.
COVENANTS. Granter covenants and agrees with Lender, from and after the date of this Settlement, and along with the covenants
within the Notes, that:

 

a.
Granter shall notify Lender fairly promptly if it is aware of (i) that any software or registration for any Mental Property owned
by Grantor might develop into deserted, devoted to the general public or positioned within the public area or in any other case invalidated or unenforceable (except,
in any of the foregoing instances, Granter shall have beforehand decided in its cheap enterprise judgment that such Mental Property
is now not crucial for or fascinating within the conduct of Grantor’s enterprise), or (ii) of any adversarial willpower in any continuing
(together with the establishment of any continuing) within the PTO, america Copyright Workplace, or any related company of america,
any State of america, or different nation or political subdivision thereof, any Web area title registry or different registry,
or any court docket, relating to Grantor’s possession of or proper to make use of, register, maintain or keep any materials Mental Property;

 

Exhibit B – Mental Property Safety AgreementPage 4 of 15 

 

b.
Grantor shall take all cheap actions crucial to take care of and pursue every software for registration of the fabric Mental
Property owned by Grantor every so often, together with submitting purposes for renewal, affidavits of use, affidavits of noncontestability
and the graduation and prosecution of opposition and interference and cancellation proceedings (except, in any of the foregoing instances,
Grantor fairly determines that any such motion could be of negligible financial worth or that any such motion would jeopardize or
hurt another Mental Property (together with any software or registration therefor));

 

c.
Within the occasion that any Mental Property owned by Grantor (or solely licensed to Grantor such that Grantor has ample rights
and standing below relevant Legislation to claim such Mental Property towards any third social gathering) is infringed, diluted, misappropriated,
or in any other case violated by a 3rd social gathering, Grantor shall notify Lender fairly promptly after Grantor learns thereof and shall, except
Grantor fairly determines that any such motion could be of negligible financial worth or that any such motion would jeopardize or
hurt another Mental Property (together with any software or registration therefor) or would in any other case be inadvisable, (i) fairly
promptly take cheap actions to cease the identical and implement its rights in such Mental Property and (besides the place the failure
to get well such damages couldn’t fairly be anticipated to have a fabric adversarial impact on the enterprise, belongings, liabilities, situation
(monetary or in any other case), properties or operations of Grantor) to get well all damages therefor, together with, when and the place fairly
acceptable, the initiation of a go well with for injunctive aid or damages and (ii) take such different actions as are cheap below the circumstances
to guard Grantor’s rights in such Mental Property;

 

d.
Grantor shall, when and the place commercially cheap and possible, use statutory discover of registration in reference to its use of
registered Logos, correct marking practices in reference to using Patents, acceptable discover of copyright in connection
with the publication of supplies protected by Copyright and another legends or markings required by Legislation which are relevant to different
Mental Property;

 

e.
Grantor shall keep the extent of the standard of merchandise offered and companies rendered below any Logos owned by Grantor at a degree
no less than considerably in step with the standard of such services and products as of the date hereof, and, with respect any merchandise
offered or companies rendered by Grantor’s licensees of any Logos owned by Grantor, Grantor shall fairly management the standard
of such merchandise offered and companies rendered below such Logos owned by Grantor;

 

f.
Grantor shall take all cheap steps crucial to guard the secrecy of all Commerce Secrets and techniques materials to its enterprise (except Grantor
shall have beforehand decided in its cheap enterprise judgment that any such Commerce Secret is of negligible financial worth or is
now not crucial for or fascinating within the conduct of Grantor’s enterprise).

 

Exhibit B – Mental Property Safety AgreementPage 5 of 15 

 

4.
LOAN AND SECURITY AGREEMENT. The safety pursuits granted pursuant to this Settlement are granted at the side of the safety
pursuits granted by Grantor to Lender, for the advantage of the holder of the Notes, pursuant to the Mortgage Settlement. Grantor hereby acknowledges
and affirms that the rights and treatments of Lender with respect to the Collateral made and granted herein are extra totally set forth in
the Mortgage Settlement, the phrases and provisions of that are integrated by reference herein as if totally set forth herein. Any rights and
treatments set forth herein are with out prejudice to, and along with, these set forth within the Mortgage Settlement.

 

5.
REINSTATEMENT. This Settlement shall stay in full pressure and impact and proceed to be efficient ought to any petition be filed
by or towards Grantor for liquidation or reorganization, ought to Grantor develop into bancrupt or make an project for the advantage of any
creditor or collectors or ought to a receiver or trustee be appointed for all or any important a part of Grantor’s belongings, and shall
proceed to be efficient or be reinstated, because the case could also be, if at any time cost and efficiency of the Obligations, or any half
thereof, is, pursuant to relevant Legislation, rescinded or decreased in quantity, or should in any other case be restored or returned by Grantor, whether or not
as a “voidable desire,” “fraudulent conveyance,” or in any other case, all as if such cost or efficiency
had not been made. Within the occasion that any cost, or any half thereof, is rescinded, decreased, restored or returned, the Obligations shall
be reinstated and deemed decreased solely by such quantity paid and never so rescinded, decreased, restored or returned.

 

6.
NOTICES. Each time it’s offered herein that any discover, demand, request, consent, approval, declaration or different communication
shall or could also be given to or served upon any of the events by another social gathering, or at any time when any of the events wishes to offer and serve
upon another social gathering any communication with respect to this Settlement, every such discover, demand, request, consent, approval, declaration
or different communication shall be in writing and shall be given within the method, and deemed obtained, as offered for within the Mortgage Settlement.

 

7.
TERMINATION OF THIS AGREEMENT. Topic to Part 5 hereof, this Settlement shall terminate upon cost in stuffed with the Obligations.

 

8.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WYOMING APPLICABLE TO CONTRACTS
MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

 

Signature
web page follows.

 

Exhibit B – Mental Property Safety AgreementPage 6 of 15 

 

IN
WITNESS WHEREOF, Grantor has executed this Mental Property Safety Settlement as of 15 April 2021.

 

 
GRANTOR: 
  
SLINGER
BAG, INC., 
a
Nevada company 
 
  
 
  
By:
Mike
Ballardie 
Its:
Chief
Govt Officer 
 
  
SLINGER
BAG AMERICAS INC., 
a
Delaware company 
  
 
  
By:
Mike
Ballardie 
Its:
Chief
Govt Officer 
 
  
SLINGER
BAG CANADA, INC., 
a
Canadian firm 
 
  
 
  
By:
Mike
Ballardie 
Its:
Chief
Govt Officer 
 
  
SLINGER
BAG LTD., 
an
Israeli firm 
 
  
 
  
By:
Mike
Ballardie 
Its:
Chief
Govt Officer 
 
  
SLINGER
BAG INTERNATIONAL (UK) LIMITED, 
An
English restricted firm 
 
  
 
  
By:
Mike
Ballardie 
Its:
Chief
Govt Officer 

Exhibit B – Mental Property Safety AgreementPage 7 of 15 

 

SCHEDULE
I TOINTELLECTUAL PROPERTY SECURITY AGREEMENT

 

I.
TRADEMARKS

 

TRADEMARKS 
SLBG
 
Mark
 
Serial
No.
 
Filed
 
Items
 
Reg.
No.
 
Situation
Date
Subsequent
Due (Window Opens)8157
United
States

Slinger,
 
88013537
 
06-25-2018
IC
28: Instances for tennis balls; Racket instances; Tennis ball
throwing
equipment
 
6053961
 
05-12-2020
 
Renewal
due 05-12-20258157
Chile
 
1317645
 
03-18-2019
IC
28: Instances for tennis balls; Racket instances;
Tennis
ball throwing equipment
 
1306502
 
09-25-2019
 
Renewal
due 09-25-20298157
United
Arab Emirates
 
 
 
 
Pending8157
South
Africa
 
2019/07763
 
03-18-2019
IC
28: Instances for tennis balls; Racket instances; Tennis ball
throwing
equipment
 
2019/07763
 
07-30-2020
 
Renewal
due 03-18-20298157
Taiwan
 
108016210
 
05-17-2019
IC
28: Instances for tennis balls; Racket instances; Tennis ball throwing equipment
 
2010780
 
09-16-2019
 
Renewal
due 03-19-20298157
Mexico
 
 
1465081
 
 
03-19-2019
 
 
IC
28: Instances for tennis balls; Racket instances; Tennis ball throwing equipment
1465081
03-06-2020
Renewal
due 03-19-20298157
Colombia
1465081
06-04-2020
Renewal
due 03-19-20198157
European
Union
 
1465081
 
06-12-2019
Renewal
due 03-19-20298157
Russia
 
1465081
 
12-17-2019
Renewal
due 03-19-20298157
Poland
1465081
06-12-2019
Renewal
due 03-19-20298157
Czech
Repubilc
 
1465081
 
12-17-2019
Renewal
due 03-19-20298157
Australia
 
1465081
 
01-14-2020
Renewal
due 03-19-20298157
New
Zealand
 
1120235
 
06-12-2019
Renewal
due 03-19-2029 

Exhibit B – Mental Property Safety AgreementPage 8 of 15 

 

TRADEMARKS 
SLBG
 
Mark
 
Serial
No.
 
Filed
 
Items
 
Reg.
No.
 
Situation
Date
Subsequent
Due
(Window
Opens)8157
China
 
 
 
 
 
1465081
 
06-12-2019
Renewal
due 03-19-20298157
Israel
 
1465081
 
01-03-2021
Renewal
due 03-19-20298157
Japan
 
1465081
 
09-25-2020
Renewal
due 03-19-20298157
South
Korea
 
 
Slinger,
 
 
1465081
 
 
03-19-2019
 
 
IC
28: Instances for tennis balls; Racket instances; Tennis ball throwing equipment
 
1465081
 
06-01-2020
Renewal
due 03-19-20298157
Switzer-
land
 
Pending8157
Indonesia
 
Pending8157
Malaysia
 
Pending8157
Viet
Nam
 
1465081
 
05-09-2020
Renewal
due 03-19-20298157
Thailand
 
1465081
 
 
published8157
Turkey
 
1465081
 
12-29-2020
Renewal
due 03-19-20298157
Singapore
 
1465081
 
11-21-2019
Renewal
due 03-19-20298157
India
 
1465081
 
12-11-2019
Renewal
due 03-19-2029 
8157
Argentina
Slinger,
 
3919268
 
07-29-2020
IC
28: Instances for tennis balls; Racket instances; Tennis ball throwing equipment
 
pending 
8157
Brazil
Slinger,
 
919493700
 
03-31-2020
IC
28: Instances for tennis balls; Racket instances; Tennis ball throwing equipment
 
919493700
 
11-24-2020
 
Renewal
due 11-24-20308633
United
States
 
SLINGER
BAG
 
88179181
 
11-02-2018
IC
28: Instances for tennis balls; Racket instances; Tennis ball throwing equipment
 
6158818
 
09-22-2020
 
Renewal
due 09-22-20259753
United
States
 
CHANGE
THE GAME
 
88745024
 
01-02-2020
IC
28: Instances for tennis balls; Racket instances; Tennis ball
throwing
equipment
 
6223455
 
12-15-2020
 
Renewal
due 12-15-2025 

Exhibit B – Mental Property Safety AgreementPage 9 of 15 

 

TRADEMARKS 
SLBG
 
Mark
 
Serial
No.
 
Filed
 
Items
 
Reg.
No.
 
Situation
Date
Subsequent
Due (Window
Opens) 
9753
Europe
 
 
1517060
 
01-10-2020
IC
28: Instances for tennis balls; Racket instances; Tennis ball throwing equipment
 
1517060
 
07-14-2020
 
Renewal
due 01-10-20309753
United
Kingdom
 
1517060
 
01-10-2020
IC
28: Instances for tennis balls; Racket instances; Tennis ball
throwing
equipment
 
1517060
 
08-14-2020
 
Renewal
due 01-10-20309753
Japan
Quote
Offered
 
 
 
 
 9753
China
Quote
Offered
 
 
 
 
  
 
10376
 
 
SLINGER
SMARTBAG
 
 
90/642658
 
 
11-25-2020
009/{Hardware}
and downloadable software program for monitoring and analyzing varied parameters related to sports activities efficiency and sports activities play, for
train and health coaching; downloadable cell software software program for monitoring and analyzing varied parameters related
with sports activities efficiency and sports activities play, for train and health coaching; digital media, particularly, downloadable audio and audiovisual
recordings, all within the area of train, health, wellness, sports activities evaluation and private improvement; downloadable software program within the
nature of an software to be used by people taking part in bodily health, train, sports activities, bodily coaching, and train
instruction for detecting, storing, analyzing and reporting varied parameters of human vitality expenditure and bodily exercise
degree, for creating and monitoring private exercise and sports activities efficiency, coaching targets and giving suggestions on the achieved
outcomes; Transportable digital units for monitoring and analyzing ball motion in sports activities; Transportable digital units for monitoring
and analyzing sports activities play, participant motion and positioning, and participant efficiency; Monitoring system to be worn on the wrist of an
athlete throughout sports activities occasions; Digital units for localing and monitoring athletes utilizing radio frequency, world positioning techniques,
and mobile communication networks; GPS monitoring units; Cameras; Sun shades; Sport glasses 
010/
Coronary heart fee displays; Train displays 
018/
Baggage, particularly, duffel baggage, tote baggage, journey baggage, toiletry baggage offered empty, and backpacks; all-purpose sports activities baggage; umbrellas028/
Instances for tennis balls; Racket instances; Tennis ball throwing equipment; Ball throwing equipment; Ball assortment equipment; Ball throwing
equipment to be used with racquetsports; Instances specifically tailored for sports activities tools; Sport balls; Racket balls; Sport rackets; Rackets
for tennis, badminton, racquetball, squash, pickleball, padel, smooth tennis, ping pong; Sport instances; Racket instances; Racket instances for
racquetsport rackets, particularly rackets for tennis, badminton, racquetball, squash, pickleball, padel, smooth tennis, ping pong; Protecting
covers for rackets; Sports activities grip tape; Grip tape for racquetsport rackets; Strings for racquetsport rackets042/
Software program
as a service (SAAS) companies that includes software program for monitoring and analyzing varied parameters related to sports activities efficiency,
sport evaluation and sports activities play, for detecting, storing, analyzing and reporting varied parameters of human vitality expenditure and
bodily exercise degree, for creating and monitoring private exercise and sports activities efficiency, coaching targets and giving suggestions
on the achieved outcomes, and for train and health coaching; Software program as a service {SAAS) companies that includes software program utilizing synthetic
intelligence for monitoring and analyzing varied parameters related to sports activities efficiency, sport evaluation and sports activities play,
for detecting, storing, analyzing and reporting varied parameters of human vitality expenditure and bodily exercise degree, for creating
and monitoring private exercise and sports activities efficiency, coaching targets and giving suggestions on the achieved outcomes, and for train
and health coaching; Offering a web page that includes momentary use of non- downloadable software program permitting web page customers to add
on-line movies for sharing with others 

Exhibit B – Mental Property Safety AgreementPage 10 of 15 

 

TRADEMARKS 
SLBG
 
Mark
 
Serial
No.
 
Filed
 
Items
 
Reg.
No.
 
Situation
Date
Subsequent
Due (Window
Opens)10526
 
SLINGER
 
90/342,648
 
11-25-2020
 
Identical
as 10376
 
 
  
1873351
Canada
Slinger,
 
1873351
 
12-15-2017
IC
28: Instances for tennis balls; Racket instances; Tennis ball throwing equipment
 
TMA1045814
 
07-30-2019
 
Renewal
due 07-30-2029 
1873354
Canada
 
SLINGER
BAG
 
1873354
 
12-15-2017
IC
28: Instances for tennis balls; Racket instances; Tennis ball
throwing
equipment
 
TMA1059268
 
10-17-2019
 
Renewal
due 10-17-2029 

II.
INTERNET DOMAIN NAMES

 

1.
Slinger.cz2.
Slingerbag.nl3.
Slinger.at4.
Slingerbag.be5.
Slingerbg.pl6.
Slingerbag.com.tw7.
Slinger.com.tw8.
Slinger-bag.com9.
Slingerbag.in10.
Slingerbag.co.il11.
Slingerbag.biz12.
Slingerbag.info13.
Slingerbag.co14.
Slingerbag.mx15.
Slingerbag.cn16.
Slingerbag.kr17.
Slinger.kr18.
Slingerbag.dk19.
Slingerbag.com20.
Slingerbag.asia21.
Slingerbag.app22.
Slinger-bag.co.uk23.
Slingerbag.online24.
Slingerbag.tech25.
Slingerbag.store26.
Slingerbag.store 

Exhibit B – Mental Property Safety AgreementPage 11 of 15 

 

SCHEDULE
II

TO

INTELLECTUAL
PROPERTY SECURITY AGREEMENT

PATENTS

 

Tennis
Ball Launch Bag (Cl. 03-01)
40093/dJP/19
JP
WIP094464/970051484/JP
 
PendingTennis
Ball Launch Bag (Cl. 03-01)
40093/dll/19
IL
WIPO94464/970051484/IL
 
PendingTennis
Ball Launch Bag (Cl. 03-01)
40093/dHAP/19
HAP
WIPO94464/970051484
DM/209
855
GrantedTennis
Ball Launch Bag (Cl. 03-01)
40093/dEP/19
EP
WIPO94464/970051484/EP
DM/209
855
GrantedTennis
Ball Launch Bag
40093/dCN/19
CN
2020/30188313
 
PendingTennis
Ball Launch Bag(Cl. 03-01)
40093/dCA/19
CA
WIPO94464/970051484/CA
 
PendingTennis
Ball Launch Bag(Cl. 03-01)
40093/dUS/19
us
35/510,195
 
PendingA TELESCOPIC
BALL RETRIEVAL DEVICE
40092/dHAP/19
HAP
970051483
 
PendingA TELESCOPIC
BALL RETRIEVAL DEVICE
40092/dCA/19
CA
970051483
 
PendingA TELESCOPIC
BALL RETRIEVAL DEVICE
40092/dCN/19
CN
2020/30189179.6
 
AllowedA TELESCOPIC
BALL RETRIEVAL DEVICE
40092/dEP/19
EP
970051483
 
Granted 

Exhibit B – Mental Property Safety AgreementPage 12 of 15 

 

A TELESCOPIC
BALL RETRIEVAL DEVICE
40092/dlL/19
IL
65884
 
GrantedA TELESCOPIC
BALL RETRIEVAL DEVICE
40092/dJP/19
JP
970051483
 
PendingOSCILLATING
TURNING DEVICE FOR TENNIS BALL LAUNCHER (Cl. 21-02)
40091/dUS/19
us
35/510,172
 
PendingOSCILLATING
TURNING DEVICE FOR TENNIS BALL LAUNCHER (Cl. 21-02)
40091/dJP/19
JP
WIPO94448/970063866/JP
 
PendingOSCILLATING
TURNING DEVICE FOR TENNIS BALL LAUNCHER (Cl. 21-02)
40091/dlL/19
IL
WIP094448/970063866/IL
 
PendingOSCILLATING
TURNING DEVICE FOR TENNIS BALL LAUNCHER (Cl.
21-02)
40091/dHAP/19
HAP
WIP094448/970063866
DM/209
852
GrantedOSCILLATING
TURNING DEVICE FOR TENNIS BALL LAUNCHER (Cl. 21-02)
40091/dEP/19
EP
WIPO94448/970063866/EP
DM/209
852
GrantedA HORIZONTALLY
OSCILLATING TURNING DEVICE FOR TENNIS BALL LAUNCHER
40091/dCN/19
CN
2020/30189181.3
 
PendingOSCILLATING
TURNING DEVICE FOR TENNIS BALL LAUNCHER (Cl. 21-02)
40091/dCA/19
CA
WIPO94448/970063866/CA
 
Pending 

**
“HAP” stands for “Utility filed below the Hague Settlement.”

 

Exhibit B – Mental Property Safety AgreementPage 13 of 15 

 

SCHEDULE
III

IQ

INTELLECTUAL
PROPERTY SECURITY AGREEMENT

 

I.
COPYRIGHT
REGISTRATIONS 
 II.
COPYRIGHT
APPLICATIONS 
 III.
COPYRIGHT
LICENSES 

Identify
of Settlement
 
Events
 
Efficient
Date 
 
 
 
  

NOT
APPLICABLE

 

Exhibit B – Mental Property Safety AgreementPage 14 of 15 

 

SCHEDULE
IV

TO

INTELLECTUAL
PROPERTY SECURITY AGREEMENT

 

OTHER
INTELLECTUAL PROPERTY REGISTRATIONS AND APPLICATIONS.

 

NOT APPLICABLE

 

Exhibit B – Mental Property Safety AgreementPage 15 of 15 

 

Exhibit
10.4

 

STOCK
PLEDGE AGREEMENT

 

This
STOCK PLEDGE AGREEMENT, dated as of 15 April 2021 (as amended, supplemented, or in any other case modified every so often in accordance with
the provisions hereof, this “Settlement”), made by and amongst Slinger Bag, Inc., a Nevada company (the “Pledgor”),
in favor of SB Invesco LLC (the “Secured Social gathering”).

 

BACKGROUND:

 

A.
On the date hereof, the Secured Social gathering has made and will make loans to the Pledger in an mixture unpaid principal quantity not exceeding
Two Million {Dollars} ($2,000,000) (the “Loans”), evidenced by that sure Enterprise Mortgage and Safety Settlement of even date
herewith (as amended, supplemented, or in any other case modified every so often, the “Mortgage Settlement”) made by the Pledgor and
payable to the order of the Secured Social gathering. Capitalized phrases used however not in any other case outlined herein shall have the meanings assigned to
such phrases within the Mortgage Settlement.

 

B.
This Settlement is given by the Pledgor in favor of the Secured Social gathering to safe the cost and efficiency of the entire Obligations.

 

C.
It’s a situation to the obligations of the Secured Social gathering to make the Loans below the Mortgage Settlement that the Pledgor execute and ship
this Settlement.

 

TERMS
AND CONDITIONS:

 

NOW,
THEREFORE, in consideration of the Background above and the mutual covenants, phrases, and situations set forth herein, and for different good
and priceless consideration, the receipt and sufficiency of that are hereby acknowledged, the events agree as follows:

 

1.
Definitions.

 

(a)
Except in any other case specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Settlement.

 

(b)
Except in any other case outlined herein, phrases used herein which are outlined within the UCC shall have the meanings assigned to them within the UCC. Nonetheless,
if a time period is outlined in Article 9 of the UCC in a different way than in one other Article of the UCC, the time period has the which means laid out in Article
9.

 

(c)
For functions of this Settlement, the next phrases shall have the next meanings:

 

“Collateral”
has the which means set forth in Part 2.

 

Exhibit E- Inventory Pledge Agreement1 of 10Execution  

 

“Occasion
of Default” has the which means set forth within the Mortgage Settlement.

 

“Pledged
Shares” means the shares of inventory described in Schedule hereto and issued by the issuers named therein, and the certificates, devices,
and agreements representing the Pledged Shares and contains any securities or different pursuits, howsoever evidenced or denominated, obtained
by the Pledger in alternate for or as a dividend or distribution on or in any other case obtained in respect of the Pledged Shares.

 

“Proceeds”
means “proceeds” as such time period is outlined in Part 9-102 of the UCC and, in any occasion, shall embrace, with out limitation,
all dividends or different earnings from the Pledged Shares, collections thereon, or distributions with respect thereto.

 

“Obligations”
has the which means set forth within the Mortgage Settlement.

 

“UCC”
has the which means set forth within the Mortgage Settlement.

 

2.
Pledge. The Pledger hereby pledges, assigns, and grants to the Secured Social gathering, and hereby creates a unbroken first precedence lien
and safety curiosity in favor of the Secured Social gathering in and to all of its proper, title, and curiosity in and to the next, wherever
situated, whether or not now present or hereafter every so often arising or acquired (collectively, the “Collateral”):

 

(a)
the Pledged Shares; and

 

(b)
all Proceeds and merchandise of the foregoing, all books and information referring to the foregoing, all supporting obligations associated thereto,
and all accessions to, substitutions, and replacements for, and earnings and merchandise of, every of the foregoing, and any and all Proceeds
of any insurance coverage, indemnity, guarantee, or warranty payable to the Pledger every so often with respect to any of the foregoing.

 

3.
Obligations. The Collateral secures the due and immediate cost and efficiency of Borrower’s (as outlined within the Mortgage Settlement)
Obligations.

 

4.
Perfection of Pledge.

 

(a)
The Pledger shall, every so often, as could also be required by the Secured Social gathering with respect to all Collateral, promptly take all actions
as could also be requested by the Secured Social gathering to good the safety curiosity of the Secured Social gathering within the Collateral, together with, with out
limitation, with respect to all Collateral over which management could also be obtained inside the which means of Part 8-106 of the UCC, the Pledger
shall promptly take all actions as could also be requested every so often by the Secured Social gathering in order that management of such Collateral is obtained
and always held by the Secured Social gathering. All the foregoing shall be on the sole price and expense of the Pledger.

 

Exhibit E- Inventory Pledge Agreement2 of 10Execution  

 

(b)
The Pledgor hereby irrevocably authorizes the Secured Social gathering at any time and every so often to file in any related jurisdiction any
financing statements and amendments thereto that include the data required by Article 9 of the UCC of every relevant jurisdiction
for the submitting of any financing assertion or modification referring to the Collateral, with out the signature of the Pledgor the place permitted
by legislation. The Pledgor agrees to supply all info required by the Secured Social gathering pursuant to this Part promptly to the Secured
Social gathering upon request.

 

5.
Representations and Warranties. The Pledgor represents and warrants as follows:

 

(a)
The Pledged Shares have been duly approved and validly issued and are totally paid and non-assessable and topic to no choices to buy
or related rights. All info set forth in Schedule 1 referring to the Pledged Shares is correct and full.

 

(b)
On the time the Collateral turns into topic to the lien and safety curiosity created by this Settlement, the Pledgor would be the sole,
direct, authorized, and helpful proprietor thereof, free and away from any lien, safety curiosity, encumbrance, declare, possibility, or proper of others
apart from the safety curiosity created by this Settlement.

 

(c)
The pledge of the Collateral pursuant to this Settlement creates a sound and perfected first precedence safety curiosity within the Collateral,
securing the cost and efficiency when due of the Obligations.

 

(d)
The Pledgor has taken all motion required on its half for management (as outlined in Part 8-106 of the UCC) to have been obtained by the
Secured Social gathering over all Collateral with respect to which such management could also be obtained pursuant to the UCC. No individual aside from the Secured
Social gathering has management or possession of all or any a part of the Collateral. With out limiting the foregoing, all certificates, agreements, or
devices representing or evidencing the Pledged Shares in existence on the date hereof have been delivered to the Secured Social gathering in
appropriate kind for switch by supply or accompanied by duly executed undated devices of switch or project in clean.

 

6.
Qjyidends and Voting Rights.

 

(a)
The Secured Social gathering agrees that except an Occasion of Default shall have occurred and be persevering with, the Pledgor might, to the extent the Pledgor
has such proper as a holder of the Pledged Shares, vote and provides consents, ratifications, and waivers with respect thereto, besides to
the extent that, within the Secured Social gathering’s cheap judgment, any such vote, consent, ratification, or waiver could be inconsistent
with or lead to any violation of any provision of the Mortgage Settlement or this Settlement; offered, nevertheless, that the Pledgor shall not
in any occasion train such rights in any method which might fairly be anticipated to have a Materials Hostile Impact, and from time to
time, upon request from the Pledgor, the Secured Social gathering shall ship to the Pledgor appropriate proxies in order that the Pledgor might forged such
votes, consents, ratifications, and waivers.

 

Exhibit E- Inventory Pledge Agreement3 of 10Execution  

 

(b)
The Secured Social gathering agrees that the Pledgor might, except an Occasion of Default shall have occurred and be persevering with, obtain and retain all
money dividends and different distributions with respect to the Pledged Shares.

 

7.
additional Assurances.

 

(a)
The Pledgor shall, at its personal price and expense, defend title to the Collateral and the primary precedence lien and safety curiosity of the
Secured Social gathering therein towards the declare of any individual claiming towards or by means of the Pledgor and shall keep and protect such perfected
first precedence safety curiosity for as long as this Settlement shall stay in impact.

 

(b)
The Pledgor agrees that at any time and every so often, on the expense of the Pledgor, the Pledgor will promptly execute and ship
all additional devices and paperwork, use cheap efforts to acquire such agreements from third events, and take all additional motion,
which may be fairly crucial or fascinating, or that the Secured Social gathering might fairly request, with the intention to create and/or keep the
validity, perfection, or precedence of and shield any safety curiosity granted or presupposed to be granted hereby or to allow the Secured
Social gathering to train and implement its rights and treatments hereunder or below another settlement with respect to any Collateral.

 

(c)
The Pledgor won’t, with out offering no less than thirty (30) days’ prior written discover to the Secured Social gathering, change its authorized
title, id, sort of group, jurisdiction of group, company construction (offered that an acquisition transaction shall
not be thought of a change of company construction), location of its chief government workplace or its principal place of job, its Federal
Taxpayer Identification Quantity or its organizational identification quantity. The Pledgor will, previous to any change described within the previous
sentence, take all actions fairly requested by the Secured Social gathering to take care of the perfection and precedence of the Secured Social gathering’s
safety curiosity within the Collateral.

 

8.
Transfers and Different Liens. The Pledgor agrees that it’s going to not promote, provide to promote, eliminate, convey, assign, or in any other case switch,
grant any possibility with respect to, limit, or grant, create, allow, or endure to exist any mortgage, pledge, lien, safety curiosity,
possibility, proper of first provide, encumbrance, or different restriction or limitation of any nature in any respect on, any of the Collateral or any
curiosity therein besides as expressly offered for herein or with the prior written consent of the Secured Social gathering.

 

Exhibit E- Inventory Pledge Agreement4 of 10Execution  

 

9.
Secured Social gathering Appointed Legal professional-in-Truth. The Pledgor hereby appoints the Secured Social gathering the Pledgor’s attorney-in-fact,
with full authority within the place and stead of the Pledgor and within the title of the Pledgor or in any other case, every so often within the Secured
Social gathering’s discretion to take any motion and to execute any instrument which the Secured Social gathering might deem crucial or advisable to
accomplish the needs of this Settlement, together with, with out limitation, to obtain, endorse, and gather all devices made payable
to the Pledgor representing any dividend, curiosity cost, or different distribution in respect of the Collateral or any half thereof and
to offer full discharge for a similar (however the Secured Social gathering shall not be obligated to and shall don’t have any legal responsibility to the Pledgor or any
third social gathering for failure to take action or take motion). Such appointment, being coupled with an curiosity, shall be irrevocable. The Pledgor
hereby ratifies all that mentioned attorneys shall lawfully do or trigger to be executed by advantage hereof.

 

10.
Secured Social gathering Might Carry out. If the Pledgor fails to carry out any obligation contained on this Settlement, or if any illustration
or guarantee on the a part of the Pledgor contained herein shall be breached, the Secured Social gathering might itself carry out, or trigger efficiency
of, such obligation, or treatment such breach, and the bills of the Secured Social gathering incurred in connection therewith shall be payable by
the Pledgor; offered that the Secured Social gathering shall not be required to carry out or discharge any obligation of the Pledgor. Neither the
provisions of this Part 10 nor any motion taken by the Secured Social gathering pursuant to the provisions of this Part 10 shall forestall any
such failure to look at any covenant contained on this Settlement or any breach of illustration or guarantee from constituting an Occasion
of Default.

 

11.
Affordable Care. The Secured Social gathering shall don’t have any responsibility with respect to the care and preservation of the Collateral past the train
of cheap care. The Secured Social gathering shall be deemed to have exercised cheap care within the custody and preservation of the Collateral
in its possession if the Collateral is accorded remedy considerably equal to that which the Secured Social gathering accords its personal property,
it being understood that the Secured Social gathering shall not have any duty for (a) ascertaining or taking motion with respect to calls,
conversions, exchanges, maturities, tenders, or different issues relative to any Collateral, whether or not or not the Secured Social gathering has or is
deemed to have data of such issues, or (b) taking any crucial steps to protect rights towards any events with respect to any
Collateral. Nothing set forth on this Settlement, nor the train by the Secured Social gathering of any of the rights and treatments hereunder, shall
relieve the Pledgor from the efficiency of any obligation on the Pledgor’s half to be carried out or noticed in respect of any
of the Collateral.

 

Exhibit E- Inventory Pledge Agreement5 of 10Execution  

 

12.
Treatments Upon Default.

 

(a)
If any Occasion of Default shall have occurred and be persevering with, the Secured Social gathering might, with out another discover to or demand upon
the Pledgor, assert all rights and treatments of a secured social gathering below the UCC or different relevant legislation, together with, with out limitation,
the suitable to take possession of, maintain, gather, promote, lease, ship, grant choices to buy or in any other case retain, liquidate,
or eliminate all or any portion of the Collateral. If discover previous to disposition of the Collateral or any portion thereof is
crucial below relevant legislation, written discover mailed to the Pledgor at its discover tackle as offered in its signature block
ten (10) days previous to the date of such d isposition shall represent cheap discover, however discover given in another cheap
method shall be ample. As long as the sale of the Collateral is made in a commercially cheap method, the Secured Social gathering
might promote such Collateral on such phrases and to such purchaser(s) because the Secured Social gathering in its absolute discretion might select, with out
assuming any credit score danger and with none obligation to promote or give discover of any form aside from that crucial below relevant
legislation. With out precluding another strategies of sale, the sale of the Collateral or any portion thereof shall have been made in a
commercially cheap method if performed in conformity with cheap industrial practices of collectors disposing of comparable
property. At any sale of the Collateral, if permitted by relevant legislation, the Secured Social gathering often is the purchaser, licensee, assignee
or recipient of the Collateral or any half thereof and shall be entitled, for the aim of bidding and making settlement or
cost of the acquisition value for all or any portion of the Collateral offered, assigned, or licensed at such sale, to make use of and apply
any of the Obligations as a credit score on account of the acquisition value of the Collateral or any half thereof payable at such sale.
To the extent permitted by relevant legislation, the Pledgor waives all claims, damages, and calls for it could purchase towards the Secured
Social gathering arising out of the train by it of any rights hereunder. The Pledgor hereby waives and releases to the fullest extent
permitted by legislation any proper or fairness of redemption with respect to the Collateral, whether or not earlier than or after sale hereunder, and
all rights, if any, of marshalling the Collateral and another safety for the Obligations or in any other case. At any such sale, except
prohibited by relevant legislation, the Secured Social gathering or any custodian might bid for and buy all or any a part of the Collateral so
offered free from any such proper or fairness of redemption. Neither the Secured Social gathering nor any custodian shall be answerable for failure
to gather or notice upon any or the entire Collateral or for any delay in so doing, nor shall it’s below any obligation to
take any motion in any respect with regard thereto. The Pledgor agrees that it will not be commercially unreasonable for the Secured
Social gathering to eliminate the Collateral or any portion thereof by using web websites that present for the public sale of belongings of
the sort included within the Collateral or which have the cheap functionality of doing so, or that match patrons and sellers of belongings.
The Secured Social gathering shall not be obligated to clean-up or in any other case put together the Collateral on the market.

 

(b)
If any Occasion of Default shall have occurred and be persevering with, all rights of the Pledgor to (i) train the voting and different consensual
rights it will in any other case be entitled to train pursuant to Part 6(a) and (ii) obtain the dividends and different distributions which
it will in any other case be entitled to obtain and retain pursuant to Part 6(6), shall instantly stop, and all such rights shall thereupon
develop into vested within the Secured Social gathering, which shall have the only proper to train such voting and different consensual rights and obtain and
maintain such dividends and different distributions as Collateral.

 

Exhibit E- Inventory Pledge Agreement6 of 10Execution  

 

(c)
If any Occasion of Default shall have occurred and be persevering with, any money held by the Secured Social gathering as Collateral and all money Proceeds
obtained by the Secured Social gathering in respect of any sale of, assortment from, or different realization upon all or any a part of the Collateral
shall be utilized in entire or partly by the Secured Social gathering to the cost of bills incurred by the Secured Social gathering in reference to
the foregoing or incidental to the care or safekeeping of any of the Collateral or in any manner referring to the Collateral or the rights
of the Secured Social gathering hereunder, together with cheap attorneys’ charges, and the stability of such proceeds shall be utilized or set
off towards all or any a part of the Obligations in such order because the Secured Social gathering shall elect. Any surplus of such money or money Proceeds
held by the Secured Social gathering and remaining after cost in stuffed with all of the Obligations shall be paid over to the Pledgor or to whomsoever
could also be lawfully entitled to obtain such surplus. The Pledgor shall stay answerable for any deficiency if such money and the money Proceeds
of any sale or different realization of the Collateral are inadequate to pay the Obligations and the charges and different fees of any attorneys
employed by the Secured Social gathering to gather such deficiency.

 

(d)
If the Secured Social gathering shall decide to train its rights to promote all or any of the Collateral pursuant to this Part, the Pledgor
agrees that, upon request of the Secured Social gathering, the Pledgor will, at its personal expense, do or trigger to be executed all such acts and issues
as could also be essential to make such sale of the Collateral or any half thereof legitimate and binding and in compliance with relevant legislation.

 

13.
No Waiver and Cumulative Treatments. The Secured Social gathering shall not by any act (besides by a written instrument pursuant to Part
15), delay, indulgence, omission, or in any other case be deemed to have waived any proper or treatment hereunder or to have acquiesced in any Default
or Occasion of Default. All rights and treatments herein offered are cumulative and will not be unique of any rights or treatments offered
by legislation.

 

14.
SECURITY INTEREST ABSOLUTE. The Pledgor hereby waives demand, discover, protest, discover of acceptance of this Settlement, discover
of loans made, credit score prolonged, Collateral obtained or delivered, or different motion taken in reliance hereon and all different calls for and
notices of any description. All rights of the Secured Social gathering and liens and safety pursuits hereunder, and all Obligations of the Pledgor
hereunder, shall be absolute and unconditional regardless of:

 

(a)
any illegality or lack of validity or enforceability of any Secured Obligation or any associated settlement or instrument;

 

(b)
any change within the time, place, or method of cost of, or in another time period of, the Obligations, or any rescission, waiver, modification,
or different modification of the Mortgage Settlement, this Settlement, or another settlement, together with any improve within the Obligations ensuing
from any extension of extra credit score or in any other case;

 

(c)
any taking, alternate, substitution, launch, impairment, or non-perfection of any Collateral or another collateral, or any taking,
launch, impairment, modification, waiver, or different modification of any warranty, for all or any of the Obligations;

 

Exhibit E- Inventory Pledge Agreement7 of 10Execution  

 

(d)
any method of sale, disposition, or software of proceeds of any Collateral or another collateral or different belongings to all or half
of the Obligations;

 

(e)
any default, failure, or delay, willful or in any other case, within the efficiency of the Obligations;

 

(f)
any protection, set-off, or counterclaim (aside from a protection of cost or efficiency) which will at any time be accessible to, or be asserted
by, the Pledger towards the Secured Social gathering; or

 

(g)
another circumstance (together with, with out limitation, any statute of limitations) or method of administering the Loans or any existence
of or reliance on any illustration by the Secured Social gathering which may differ the chance of the Pledger or in any other case function as a protection accessible
to, or a authorized or equitable discharge of, the Pledger or another granter, guarantor, or surety.

 

15.
[Intentionally omitted.]

 

16.
[Intentionally omitted.]

 

17.
Persevering with Safety Curiosity: Additional Actions. This Settlement shall create a unbroken first precedence lien and safety
curiosity within the Collateral and shall (a) topic to Part 18, stay in full pressure and impact till cost and efficiency in full
of the Obligations, (b) be binding upon the Pledger, its successors and assigns, and (c) inure to the advantage of the Secured Social gathering and
its successors, transferees and assigns; offered that the Pledger might not assign or in any other case switch any of its rights or obligations
below this Settlement with out the prior written consent of the Secured Social gathering. With out limiting the generality of the foregoing clause
(c), any assignee of the Secured Social gathering’s curiosity in any settlement or doc which incorporates all or any of the Obligations shall,
upon project in accordance with Part 12(j) of the Mortgage Settlement, develop into vested with all the advantages granted to the Secured Social gathering
herein with respect to such Obligations.

 

18.
Termination; Launch. On the date on which all Loans and different Obligations have been paid and carried out in full, the Secured Social gathering
will, on the request and sole expense of the Pledger, (a) duly assign, switch, and ship to or on the route of the Pledger (with out
recourse and with none illustration or guarantee) such of the Collateral as might then stay within the possession of the Secured Social gathering,
along with any monies on the time held by the Secured Social gathering hereunder, and (b) execute and ship to the Pledger a correct instrument
or devices acknowledging the satisfaction and termination of this Settlement.

 

Signature
web page follows.

 

Exhibit E- Inventory Pledge Agreement8 of 10Execution  

 

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

 

 
SLINGER BAG, INC., as Pledgor 
 
  
By
  
 
  
Identify:
Mike Ballardie  
 
  
Title:
CEO 
 
  
Deal with for Notices: 
2709 North Rolling Highway 
Suite 138 
Windsor Mill, MD 21244 

 
SB Invesco LLC, as Secured Social gathering 
 
  
By
    
 
  
Identify:
D’avid L. Chessler 
 
  
Title:
Supervisor 
 
  
Deal with for Notices: 
50 Central Avenue 
Suite 800 
Sarasota, FL 34236 

Exhibit E- Inventory Pledge Agreement9 of 10Execution  

 

SCHEDULE
1

 

PLEDGED
SHARES

 

Entity
 
Inventory
Certificates Quantity or Settlement pursuant to which the related entity was contributed to the Slinger Bag Group
 
P.c
Owned by the Slinger Bag Group 
 
 
 
 Slinger
Bag Americas Inc.
 
Task
and Conveyance Settlement dated September 16, 2019 from Zehava Tepler to Slinger Bag Inc.
 
100 
 
 
 
 Slinger
Bag Canada Inc.
 
Share
Buy Settlement dated October 31, 2019
from
2490585 Ontario Inc, to Slinger Bag Americas Inc.
 
100 
 
 
 
 Slinger
Bag Ltd.
 
Share
Switch Settlement dated November 14, 2019 from Zehava Tepler to Slinger Bag Americas Inc.
 
100 
 
 
 
 Slinger
Bag Worldwide (UK) Restricted
 
Inventory
Certificates No.
2
 
100 

Exhibit E- Inventory Pledge Agreement10 of 10Execution  

 

Exhibit
10.5

 

INTERCREDITOR
AGREEMENT

 

This
lntercreditor Settlement is made as of 15 April 2021 by and amongst SB Invesco LLC, a Wyoming restricted legal responsibility firm having places of work
at 50 Central Avenue, Suite 800, Sarasota, FL 34236 (the “Lender”), 2672237 Ontario Restricted, an Ontario restricted firm
having places of work at 535 Millway Avenue, Unit 3, Harmony, Ontario L4K 3V4, Midcity Capital Ltd., an Ontario restricted firm having
places of work at 504 Russell Hill Highway, Toronto, Ontario M5P 2S9, Canada and Yonah Kalfa, a person resident of the State of Israel,
having an tackle at 9 Raban Gamliel St., Raanana, 434024 Israel (every a “Junior Loans Creditor” and collectively
the “Junior Loans Collectors”), and Slinger Bag Inc., a Nevada company having places of work at 2709 North Rolling Highway,
Suite 138, Windsor Mill, MD 21244 (“Guardian”), Slinger Bag Americas Inc., a Delaware company having places of work at
2709 North Rolling Highway, Suite 138, Windsor Mill, MD 21244 (“Slinger Bag Americas”), Slinger Bag Canada, Inc., a Canadian
firm having places of work at 2709 North Rolling Highway, Suite 138, Windsor Mill, MD 21244 (“SBC”), Slinger Bag Worldwide
(UK) Restricted, a United Kingdom of Nice Britain and Northern Eire restricted firm having places of work at Annecy Courtroom Ferry Works,
Summer time Highway, Thames Ditton, Surrey, England, KT7 0QJ (“SB UK”) and Slinger Bag Ltd., an Israeli firm having places of work
at 2709 North Rolling Highway, Suite 138, Windsor Mill, MD 21244 (“SBL;” Slinger Bag Americas, SBC, SB UK, SBL and the
Guardian are referred to collectively, collectively and severally, because the “Borrower”).

 

BACKGROUND:

 

A.
Reference is made to the Enterprise Mortgage and Safety Settlement dated as of even date herewith (as amended, modified, supplemented,
or restated and in impact every so often, the “First Lien Credit score Settlement”) by and among the many Borrower and the
Lender, pursuant to which the Lender has agreed to increase credit score to the Borrower on the phrases and topic to the situations specified
within the First Lien Credit score Settlement. All the Borrower’s obligations below the First Lien Credit score Settlement and the opposite
First Lien Mortgage Paperwork (as outlined beneath) are secured by liens on and safety pursuits in considerably the entire now present
and hereafter acquired private property belongings of the Borrower granted to the Lender (the “Collateral”).

 

B.
Reference can be made to these Mortgage Agreements set forth on Exhibit A hereto (as amended, modified, supplemented, or restated
and in impact every so often, the “Junior Mortgage Agreements”) by and among the many Borrower and the Junior Loans Collectors,
pursuant to which such lenders have agreed to increase unsecured credit score to the Borrower on the phrases and topic to the situations
specified within the Junior Mortgage Agreements.

 

C.
Pursuant to the phrases of the First Lien Credit score Settlement, the Junior Loans Collectors and the Borrower are required to enter into
this Settlement (as outlined beneath) with the Lender.

 

NOW,
THEREFORE, in consideration of the mutual covenants, phrases, and situations set forth herein, and for different good and priceless consideration,
the receipt and sufficiency of that are hereby acknowledged, the events agree as follows:

 

Exhibit F – lntercreditor AgreementPage 1 of 20 

 

1.
Definitions
and Interpretation. 

1.1
Definitions. The next phrases shall have the next meanings on this Settlement. All different phrases not outlined herein
shall have the meanings ascribed to them within the First Lien Credit score Settlement.

 

“Settlement”
means this lntercreditor Settlement, as amended, restated, renewed, prolonged, supplemented, or in any other case modified from time to
time.

 

“Chapter
Code” means Title 11 of america Code, as amended every so often, or any related federal or state legislation for the
aid of debtors.

 

“Collateral”
has the which means set forth within the Background.

 

“Distribution”
means, with respect to any indebtedness, obligation, or safety, together with the Junior Mortgage Obligations (a) any cost or distribution
by any Individual of money, securities, or different property, by set-off or in any other case, on account of such indebtedness, obligation, or
safety, or (b) any redemption, buy, or different acquisition of such indebtedness, obligation, or safety by any Individual.

 

“First
Lien Credit score Settlement” has the which means set forth within the Recitals.

 

“First
Lien Occasion of Default” means any Occasion of Default described in any First Lien Mortgage Doc.

 

“First
Lien Mortgage Paperwork” means the First Lien Credit score Settlement and all Mortgage Paperwork (as outlined within the First Lien Credit score Settlement)
and, after any refinancing of the First Lien Obligations below the First Lien Mortgage Paperwork, the relevant refinancing paperwork.

 

“First
Lien Obligations” means all obligations, liabilities, and indebtedness of each nature of the Borrower every so often
owed to the Lender below the First Lien Mortgage Paperwork, together with, with out limitation, the Obligations (as outlined within the First
Lien Credit score Settlement), any debtor-in-possession financing furnished by the Lender after the graduation of an Insolvency Continuing,
along with (a) any amendments, modifications, renewals, or extensions thereof, and (b) any curiosity, charges, and different fees
accruing thereon or due or to develop into due with respect thereto after the graduation of any Insolvency Continuing, with out regard
as to if or not such curiosity, charges, and different fees represent an allowed declare. First Lien Obligations shall be thought of
to be excellent at any time when any dedication below any First Lien Mortgage Doc is excellent.

 

“Insolvency
Continuing” means any continuing in respect of chapter, insolvency, winding up, receivership, dissolution, or project
for the advantage of collectors, for every of the foregoing occasions whether or not below the Chapter Code or any related federal, state,
or overseas chapter, insolvency, reorganization, receivership, or related legislation.

 

Exhibit F – lntercreditor AgreementPage 2 of 20 

 

“Junior
Mortgage Agreements” has the which means set forth within the Recitals.

 

“Junior
Loans Creditor” has the which means set forth within the Preamble in addition to collectively with one another holder every so often
of the Junior Mortgage Obligations.

 

“Junior
Mortgage Occasion of Default” means any Occasion of Default as such time period is outlined in any of the Junior Mortgage Paperwork.

 

“Junior
Mortgage Paperwork” means the Junior Mortgage Agreements and all agreements, paperwork, and devices entered into in connection
therewith.

 

“Junior
Mortgage Obligations” means the entire obligations of the Borrower to any Junior Loans Creditor, whether or not now present or hereafter
arising and evidenced by or incurred pursuant to the Junior Mortgage Paperwork.

 

“Lender”
means, collectively, the Lender and one another holder every so often of the First Lien Obligations.

 

“Lender’
Rights and Treatments” has the which means set forth in Part 9.7.

 

“Lien”
means any mortgage, pledge, hypothecation, project (as safety), deposit association, encumbrance, lien (statutory or different),
cost, or different safety curiosity, or any desire, precedence, or different safety settlement or preferential association of any
form or nature in any respect having considerably the identical financial impact as any of the foregoing (together with any conditional sale
or different title retention settlement and any capital lease).

 

“Paid
in Full” implies that, with respect to the First Lien Obligations (a) the entire First Lien Obligations have been paid,
carried out, or discharged in full (with all First Lien Obligations consisting of financial or cost obligations having been
paid in full in money); (b) no Individual has any additional proper to acquire any loans, letters of credit score, or different extensions of
credit score below the First Lien Mortgage Paperwork; and (c) any and all letters of credit score or related devices issued below such
paperwork have been cancelled and returned (or backed by stand-by ensures or money collateralized) in accordance with the
phrases of such paperwork.

 

“Individual”
means any particular person, company, restricted legal responsibility firm, belief, three way partnership, affiliation, firm, restricted or common partnership,
unincorporated group, governmental authority, or different entity.

 

“Associated
Events” means, with respect to any Individual, such Individual’s associates and the administrators, officers, workers, companions,
brokers, trustees, directors, managers, advisors, and representatives of it and its associates.

 

“UCC”
means the Uniform Business Code as in impact within the state of Wyoming every so often.

 

Exhibit F – lntercreditor AgreementPage 3 of 20 

 

1.2 Phrases Usually.

 

(a)
All phrases outlined within the UCC, except in any other case outlined herein, shall have the meanings set forth therein.

 

(b)
The definitions of phrases on this Settlement shall apply equally to the singular and plural types of the phrases outlined. Each time
the context might require, any pronoun shall embrace the corresponding masculine, female, and neuter varieties. The phrases “embrace,”
“contains,” and “together with” shall be deemed to be adopted by the phrase “with out limitation.”
The phrase “will” shall be construed to have the identical which means and impact because the phrase “shall.” Except the
context requires in any other case:

 

(i)
any definition of or reference to any settlement, instrument, or different doc herein shall be construed as referring to such
settlement, instrument, or different doc as every so often amended, restated, supplemented, modified, renewed, changed, or
prolonged;

 

(ii)
any reference herein to any Individual shall be construed to incorporate such Individual’s permitted successors and assigns;

 

(iii)
the phrases “herein,” “hereof,” and “hereunder,” and phrases of comparable import, shall be construed
to discuss with this Settlement in its entirety and to not any specific provision hereof;

 

(iv)
any references to sections, subsections, clauses, or paragraphs shall be references to sections, subsections, clauses, and paragraphs
on this Settlement;

 

(v)
the time period “or” has, besides the place in any other case indicated, the inclusive which means represented by the phrase “and/or”;
and

 

(vi)
the phrases “asset” and “property” shall be construed to have the identical which means and impact and to discuss with
any and all tangible and intangible belongings and properties, together with money, securities, accounts, and contract rights.

 

Exhibit F – lntercreditor AgreementPage 4 of 20 

 

2.
Lien
Priorities and Safety Pursuits. 

2.1
Seniority of Liens Securing First Lien Obligations. Till the First Lien Obligations have been Paid in Full, any
Junior Loans Creditor’s safety curiosity in and Lien on the Collateral to safe the Junior Mortgage Obligations, hooked up
or perfected in contravention of this Settlement or in any other case, shall be and hereby are subordinate for all functions and in all
respects to the Lender’s safety pursuits in and Liens on the Collateral to safe the First Lien Obligations, regardless
of the order or time of attachment, or the order, time, or method of perfection, or the order or time of submitting or recordation
of any doc or instrument, or different methodology of perfecting a Lien. The Lien priorities set forth within the instantly previous
sentence shall not be altered or in any other case affected by any modification, modification, complement, extension, renewal, restatement,
alternative, or refinancing of any of the First Lien Obligations or the Junior Mortgage Obligations, by any failure to good the
Lender’s safety curiosity within the Collateral, the subordination of the Lender’s Lien on the Collateral, the avoidance
or invalidation of the Lender’s Lien, or by another motion or inaction which any First Lien Creditor might take or fail
to take with respect to the Collateral.

 

2.2
Prohibition on Contesting Liens. This Settlement is meant solely to manipulate the respective Lien priorities as between
the Lender and the Junior Loans Collectors and shall not impose on the Lender or the Junior Loans Collectors any obligations in
respect of the disposition of proceeds of foreclosures of any Collateral which might battle with any order or decree of any court docket
or different governmental authority or any relevant legislation. Every Junior Loans Creditor agrees that it’s going to not at any time contest
the validity, perfection, precedence, or enforceability of the First Lien Obligations, the First Lien Mortgage Paperwork, or the liens
and safety pursuits of the Lender within the Collateral securing the First Lien Obligations.

 

2.3
Settlement to Execute Releases. However something on the contrary contained in any settlement between any Junior Mortgage
Creditor and the Borrower, till the First Lien Obligations have been Paid in Full, solely the Lender shall have the suitable to limit
or allow, or approve or disapprove, the sale, switch, launch, or different disposition of the Collateral or take any motion with
respect to the Collateral with none session with or the consent of any Junior Mortgage Creditor. Within the occasion that the Lender
releases or agrees to launch any of its Liens or safety pursuits in any portion of the Collateral in reference to the sale
or different disposition thereof, or any of the Collateral is offered or retained pursuant to a foreclosures or related motion, the Junior
Loans Collectors shall promptly consent to such sale or different disposition and promptly execute and ship to the Lender such consent
to such sale or different disposition, termination statements, and releases because the Lender shall fairly request to impact the discharge
of any curiosity, together with Liens and safety pursuits of the Junior Loans Collectors, hooked up or perfected in contravention
of this Settlement or in any other case, in such Collateral. Within the occasion of any sale, switch, or different disposition (together with a casualty
loss or taking by means of eminent area) of the Collateral, the proceeds ensuing therefrom (together with insurance coverage proceeds) shall
be utilized in accordance with the phrases of the First Lien Mortgage Paperwork till such time because the First Lien Obligations have been
Paid in Full.

 

Exhibit F – lntercreditor AgreementPage 5 of 20 

 

 

3.1
Train of Treatments. Till the First Lien Obligations have been Paid in Full, the Lender shall have the unique proper
to handle, carry out, and implement (or not implement) the phrases of the First Lien Mortgage Paperwork with respect to the Collateral, to
train and implement all privileges and rights thereunder in such order and method as it could decide in its sole discretion,
together with, with out limitation, the unique proper to take or retake management or possession of any Collateral and to make determinations
relating to the discharge, disposition, or restrictions with respect to the Collateral, with none session with or the consent
of any Junior Mortgage Creditor. In that regard, no Junior Mortgage Creditor shall, with out the prior written consent of the Lender (i)
train or search to train any rights or treatments (together with setoff) with respect to any Collateral in respect of any Junior
Mortgage Obligations, or institute any motion or continuing with respect to such rights or treatments (together with any motion of foreclosures),
(ii) contest, protest, or object to any foreclosures continuing or motion introduced with respect to the Collateral by the Lender
in respect of the First Lien Obligations, or another train by any such social gathering of any rights and treatments referring to the Collateral
below the First Lien Mortgage Paperwork or in any other case in respect of the First Lien Obligations, or (iii) object to the forbearance
by the Lender from bringing or pursuing any foreclosures continuing or motion or another train of any rights or treatments relating
to the Collateral in respect of First Lien Obligations. However the foregoing, the Junior Loans Collectors might, topic
to Part 8.2 of this Settlement, file and defend proofs of declare towards the Borrower in any Insolvency Continuing involving
the Borrower. The Lender shall not have any legal responsibility to any Junior Mortgage Creditor in respect of any Junior Mortgage Creditor’s
failure to acquire reimbursement in stuffed with the Junior Mortgage Obligations.

 

3.2
Waiver of Rights as Unsecured Collectors. Till the First Lien Obligations have been Paid in Full, the Junior Loans Collectors
hereby waive all rights and treatments as unsecured collectors towards the Borrower. Till the First Lien Obligations have been Paid
in Full, no Junior Loans Creditor shall settle for or obtain any of the required funds of principal, premium, curiosity, charges,
and different quantities due below the Junior Mortgage Paperwork. Within the occasion any Junior Loans Creditor turns into a judgment lien creditor
in respect of the Collateral, in contravention of this Settlement or in any other case, such judgment lien shall be subordinated to the
Liens securing the First Lien Obligations on the identical foundation as the opposite Liens securing the Junior Mortgage Obligations are so subordinated
to such Liens securing the First Lien Obligations below this Settlement.

 

 

4.1
Utility of Collateral Proceeds. If a First Lien Occasion of Default shall have occurred and be persevering with, as long as
the First Lien Obligations haven’t been Paid in Full and whether or not or not any Insolvency Continuing has been commenced by or towards
the Borrower, the Collateral and any proceeds obtained in reference to the sale or different disposition of, or assortment on,
the Collateral upon the train of treatments shall be utilized by the Lender to the First Lien Obligations in such order as specified
within the First Lien Mortgage Paperwork till the First Lien Obligations shall have been Paid in Full. When the First Lien Obligations
have been Paid in Full, the Lender shall ship to the Junior Loans Collectors any Collateral or proceeds thereof held by it in
the identical kind as obtained, with any crucial endorsements, or as a court docket of competent jurisdiction might in any other case direct, to be
utilized by the Junior Loans Collectors to the Junior Mortgage Obligations in such order as specified within the related Junior Mortgage Doc.

 

Exhibit F – lntercreditor AgreementPage 6 of 20 

 

4.2
Funds Over. Except and till the First Lien Obligations shall have been Paid in Full and whether or not or not any Insolvency
Continuing has been commenced by or towards the Borrower, the Collateral and any proceeds thereof obtained by the Junior Loans
Collectors, in contravention of this Settlement or in any other case, shall be segregated and held in belief for the advantage of, and instantly
paid over to, the Lender for the advantage of the Lender in the identical kind as obtained, with any crucial endorsements, or as a
court docket of competent jurisdiction might in any other case direct. The Lender is hereby approved to make any such endorsements as agent for
every of the Junior Loans Collectors and another Junior Mortgage Creditor. This authorization is coupled with an curiosity and is irrevocable.

 

5.
Modifications
and Amendments. 

5.1
Modifications to First Lien Mortgage Paperwork. The Lender might at any time and every so often with out the consent of or
discover to the Junior Loans Collectors, with out incurring legal responsibility to any Junior Loans Creditor, and with out impairing or releasing
the obligations of the Junior Loans Collectors below this Settlement, change the style or place of cost, or prolong the time
of cost of, or renew or alter any of the phrases of the First Lien Obligations (together with any improve within the quantity thereof),
or amend in any method any First Lien Mortgage Doc.

 

5.2
Modifications to Junior Mortgage Paperwork. Till the First Lien Obligations have been Paid in Full, and however something
on the contrary contained within the Junior Mortgage Paperwork, the Borrower and the Junior Loans Collectors shall not, with out the prior
written consent of the Lender, conform to any modification, modification, or complement to the Junior Mortgage Paperwork if such modification,
modification, or complement would add or change any phrases in a way materially adversarial to the Borrower or the Lender (together with,
for the avoidance of doubt, any addition of any Junior Mortgage Occasion of Default not present on the date hereof could be materially
adversarial to the Borrower and the Lender), or shorten the ultimate maturity of the Junior Mortgage Obligations, or require any cost
to be made prior to initially scheduled or improve the rate of interest relevant thereto.

 

6.
Waiver
of Sure Rights over Collateral by Junior Loans Collectors. 

6.1
Marshalling. The Junior Loans Collectors hereby waive any rights they could have below relevant legislation to claim the doctrine
of marshalling or to in any other case require the Lender to marshal any property of the Borrower for the advantage of the Junior Mortgage Collectors.

 

Exhibit F – lntercreditor AgreementPage 7 of 20 

 

6.2
Rights Referring to Lender’s Actions Relating to the Collateral. The Junior Loans Collectors hereby waive, to the extent
permitted by relevant legislation, any rights which they or every of them might must enjoin or in any other case acquire a judicial or administrative
order stopping the Lender from taking, or refraining from taking, any motion with respect to any or all a part of the Collateral.
With out limitation of the foregoing, the Junior Loans Collectors hereby agree (a) that no Junior Loans Creditor has the suitable to
direct or object to the style wherein the Lender applies the proceeds of the Collateral ensuing from the train by the Lender
of rights and treatments below the First Lien Mortgage Paperwork and (b) that the Lender has not assumed any obligation to behave because the
agent for the Junior Loans Collectors with respect to the Collateral. The Lender shall have the unique proper to implement rights
and train treatments with respect to the Collateral till the First Lien Obligations have been Paid in Full. In exercising rights
and treatments with respect to the Collateral, the Lender might implement the provisions of the First Lien Mortgage Paperwork and train
treatments thereunder, all in such order and in such method as it could decide in its sole discretion. Such train and enforcement
shall embrace, with out limitation, the rights to promote or in any other case eliminate Collateral, to incur bills in reference to
such sale or disposition and to train all of the rights and treatments of a secured lender below the UCC. In conducting any public
or non-public sale below the UCC, the Lender shall give the Junior Loans Collectors written discover of such sale; offered, nevertheless,
that 10 (ten) days’ discover shall be deemed to be commercially cheap discover.

 

6.3
Preservation of Rights. The Lender shall don’t have any responsibility to guard or protect any rights pertaining to any of the Collateral
in its possession and the Lender shall not have any legal responsibility to the Junior Loans Collectors for any claims and liabilities at
any time arising with respect to the Collateral in its possession.

 

6.4
Bail e for Perfection. The Junior Loans Collectors, and every of them, acknowledges and agrees that to the extent that it
(or its agent) retains bodily possession or management of any of any Collateral, it (or its agent) shall maintain such Collateral on
behalf of the Lender in order that for functions of perfecting any Lien in any Collateral it acts and holds such Collateral on behalf
of the Lender. Nothing on this Part 6.4 shall have an effect on the relative priorities in and to the Collateral, all of which shall be
ruled by Part 2.1 of this Settlement.

 

7.
Representations
and Warranties. 

7.1
Junior Loans Collectors’ Representations and Warranties . The Junior Loans Collectors hereby signify and warrant
to the Lender that as of the date hereof:

 

(a)
the Junior Loans Collectors have the ability and authority to enter into, execute, ship, and perform the phrases of this Settlement,
all of which have been duly approved by all correct and crucial motion;

 

(b)
the execution of this Settlement by the Junior Loans Collectors won’t violate or battle with the organizational paperwork of
the Junior Loans Collectors, the Junior Mortgage Paperwork, or any legislation, regulation, or order, or require any consent or approval that
has not been obtained; and

 

Exhibit F – lntercreditor AgreementPage 8 of 20 

 

(c)
this Settlement is the authorized, legitimate, and binding obligation of the Junior Loans Collectors, enforceable towards the Junior Loans
Collectors in accordance with its phrases below the legal guidelines of every locality wherein a Junior Loans Creditor resides, besides as such
enforceability could also be restricted by relevant chapter, insolvency, reorganization, moratorium, or related legal guidelines affecting the
enforcement of collectors’ rights typically and by equitable rules. Particularly, courts or tribunals in every Junior
Loans Creditor’s location will acknowledge and implement:

 

(i)
the selection of Wyoming legislation because the governing legislation of this Settlement;

 

(ii)
the selection of Wyoming state courts or a federal court docket sitting within the District of Wyoming because the venue to adjudicate disputes arising
out of or in reference to this Settlement; and

 

(iii)
any judgment rendered by the courts referenced instantly above with out reconsidering the deserves of the case.

 

7.2
Lender Representations and Warranties. The Lender hereby represents and warrants to the Junior Loans Collectors that as
of the date hereof:

 

(a)
the Lender has the ability and authority to enter into, execute, ship, and perform the phrases of this Settlement, all of which
have been duly approved by all correct and crucial motion;

 

(b)
the execution of this Settlement by the Lender won’t violate or battle with the organizational paperwork of the Lender, the
First Lien Mortgage Paperwork, or any legislation, regulation, or order or require any consent or approval that has not been obtained; and

 

(c)
this Settlement is the authorized, legitimate, and binding obligation of the Lender, enforceable towards it in accordance with its phrases,
besides as such enforceability could also be restricted by relevant chapter, insolvency, reorganization, moratorium, or related legal guidelines
affecting the enforcement of collectors’ rights typically and by equitable rules.

 

8.
Insolvency
Proceedings. 

8.1
Subordination Settlement. This Settlement, which the events hereto expressly acknowledge is a “subordination settlement”
below Part 510(a) ofthe Chapter Code, shall be efficient earlier than, throughout, and after the graduation of an Insolvency Continuing.
All references on this Settlement to the Borrower shall embrace the Borrower as a debtor-in- possession and any receiver or trustee
for the Borrower in any Insolvency Continuing.

 

Exhibit F – lntercreditor AgreementPage 9 of 20 

 

8.2
Liquidation. Dissolution. Chapter. Within the occasion of any Insolvency Continuing involving the Borrower:

 

(a)
All First Lien Obligations shall first be Paid in Full and all commitments to lend below the First Lien Credit score Settlement shall
be terminated earlier than any Distribution, whether or not in money, securities, or different property, shall be made to the Junior Loans Collectors
on account of any Junior Mortgage Obligations.

 

(b)
Any Distribution, whether or not in money, securities, or different property which might in any other case, however for the phrases hereof, be payable or
deliverable in respect of the Junior Mortgage Obligations shall be delivered to the Lender and utilized in accordance with the phrases
of the First Lien Mortgage Paperwork. Every Junior Loans Creditor irrevocably authorizes, empowers, and directs any debtor, debtor-in-possession,
receiver, trustee, liquidator, custodian, conservator, or different Individual having authority, to pay or in any other case ship all such
Distributions to the Lender as set forth above. The Junior Loans Collectors additionally irrevocably authorize and empower the Lender,
within the title of the Junior Loans Collectors, to demand, sue for, gather, and obtain any and all such Distributions.

 

(c)
The Junior Loans Collectors agree to not provoke, prosecute, or take part in any declare, motion, or different continuing difficult
the enforceability, validity, perfection, or precedence of any portion of the First Lien Obligations or any Liens and safety pursuits
securing any portion of the First Lien Obligations.

 

(d)
The Junior Loans Collectors agree that the Lender might consent to using money collateral or present debtor-in-possession financing
to the Borrower on such phrases and situations and in such quantities because the Lender, in its sole discretion, might resolve and, in connection
therewith, the Borrower might grant to the Lender liens and safety pursuits upon the entire property of the Borrower, which liens
and safety pursuits (i) shall safe cost of all First Lien Obligations owing to the Lender (whether or not such First Lien Obligations
arose previous to the graduation of any Insolvency Continuing or at any time thereafter) and all different financing offered by the
Lender throughout such Insolvency Continuing and (ii) shall be superior in precedence to the Liens in favor of the Junior Loans Collectors
on the property of the Borrower. Every Junior Loans Creditor agrees that it’s going to not object to or oppose any such money collateral
utilization or debtor-in-possession financing or any sale or different disposition of any property securing all of any a part of the First
Lien Obligations free and away from safety pursuits, liens, or different claims of any Junior Loans Creditor below Part 363 of
the Chapter Code or another provision of the Chapter Code, if the Lender have consented to such sale or disposition. Every
Junior Loans Creditor agrees to not assert any proper it could must “enough safety” of its curiosity in any Collateral
in any Insolvency Continuing and agrees that it’s going to not search to have the automated keep lifted with respect to any Collateral
with out the prior written consent of the Lender; offered that, the Lender won’t object to any request by the Junior Loans
Collectors for enough safety alternative liens on all prepetition and postpetition property of the Borrower upon which the
Lender can be granted enough safety alternative liens, with such liens in favor of the Junior Loans Collectors being topic
in all respects to this Settlement; offered, additional that, aside from such alternative liens the Junior Loans Collectors won’t
search another type of enough safety. Every Junior Loans Creditor waives any declare it could now or hereafter have towards any
First Lien Creditor arising out of the election of any First Lien Creditor of the appliance of Part 1111(b)(2) of the Chapter
Code or out of any money collateral or financing association or out of any grant of a safety curiosity in reference to the
Collateral in any Insolvency Continuing. Every Junior Loans Creditor agrees that it’s going to not present, or provide to supply, any
debtor-in-possession financing to the Borrower with out the prior written consent of the Lender.

 

Exhibit F – lntercreditor AgreementPage 10 of 20 

 

(e)
The Junior Loans Collectors conform to execute, confirm, ship, and file any proofs of declare in respect of the Junior Mortgage Obligations
fairly requested by the Lender in reference to any such Insolvency Continuing and hereby irrevocably authorize the Lender
to file such proofs of declare upon the failure of any Junior Loans Creditor to take action prior to a few (3) Enterprise Days earlier than the
expiration of the time to file any such proof of declare; offered, nevertheless, that the Lender shall not be permitted to vote such
declare and all voting rights with respect thereto shall be retained by the Junior Loans Collectors. Every Junior Loans Creditor agrees
to not vote for any plan of reorganization that doesn’t present for the prior cost in stuffed with the First Lien Obligations or
in any other case vote its claims or pursuits in any Insolvency Continuing (together with voting for, or supporting, affirmation of any
plans of reorganization) in a way that will be inconsistent with the Junior Loans Collectors’ covenants and agreements
contained herein. For the avoidance of doubt, the Lender shall don’t have any affirmative obligation to file any such proof of declare
on behalf of the Junior Loans Collectors.

 

(f)
The First Lien Obligations shall proceed to be handled as First Lien Obligations and the provisions of this Settlement shall proceed
to manipulate the relative rights and priorities of the Lender and the Junior Mortgage Collectors even when all or a part of the First Lien
Obligations or the Liens or safety pursuits securing the First Lien Obligations are subordinated, put aside, averted, invalidated,
or disallowed in reference to any such Insolvency Continuing. This Settlement shall be reinstated if at any time any cost
of any of the First Lien Obligations is rescinded or should in any other case be returned by any holder of First Lien Obligations or any
consultant of such holder.

 

Exhibit F – lntercreditor AgreementPage 11 of 20 

 

(g)
Every of the Borrower, the Lender, and every Junior Loans Creditor acknowledges and agrees with respect to the Collateral that (i)
the grants of Liens on the Collateral pursuant to the First Lien Mortgage Paperwork and the Junior Mortgage Paperwork represent separate
and distinct grants of Liens and (ii) due to, amongst different issues, their differing rights within the Collateral, the First Lien
Obligations and the Junior Mortgage Obligations are basically totally different from each other and have to be individually categorized in
any plan of reorganization proposed or adopted in an Insolvency Continuing of the Borrower. To additional effectuate the intent of
the events as offered within the instantly previous sentence, whether it is decided by a court docket of competent jurisdiction that the
claims of the Lender and the Junior Mortgage Collectors in respect of any Collateral, represent just one secured declare (moderately than
separate lessons of senior and junior secured claims), then the Lender shall be entitled to obtain, along with quantities distributed
to them from, or in respect of, the Collateral in respect of principal, prepetition curiosity and different claims, all quantities owing
in respect of postpetition curiosity, charges, prices, and different fees, regardless of whether or not a declare for such quantities is allowed
or allowable in such liquidation or Insolvency Continuing, earlier than any Distribution from, or in respect of, any such Collateral
is made in respect of the claims held by any Junior Mortgage Creditor. Every Junior Loans Creditor hereby acknowledges and agrees to
flip over to the Lender quantities in any other case obtained or receivable by it to the extent essential to effectuate the intent of the
previous sentence, no matter whether or not such turnover has the impact of decreasing the declare or restoration of any Junior Loans Creditor.

 

 

9.1
Within the occasion of any battle, inconsistency or ambiguity between any time period, covenant, or situation of this Settlement and the and
any time period, covenant, or situation of the Junior Mortgage Paperwork, the time period, covenant, or situation which finest assures the cost
and efficiency of the Obligations or enlarges the safety curiosity of the Lender in and to the Collateral, shall prevail.

 

9.2
Persevering with Subordination: Termination of Settlement. This can be a persevering with settlement of subordination and the Lender
might proceed, at any time and with out discover to the Junior Loans Collectors, to increase credit score or different monetary lodging
and mortgage monies to, or for the advantage of, the Borrower on the religion hereof. This Settlement shall stay in full pressure and impact
till the First Lien Obligations have been Paid in Full, after which this Settlement shall terminate with out additional motion on
the a part of the events hereto.

 

9.3
Amendments: Modifications. This Settlement constitutes your complete settlement and understanding of the events referring to
the subject material hereof and supersedes all prior and contemporaneous agreements and understandings, whether or not oral or written,
referring to the subject material hereof. Any modification or waiver of any provision of this Settlement, or any consent to any departure
by any social gathering from the phrases hereof, shall not be efficient in any occasion except the identical is in writing and signed by the Lender
and the Junior Loans Collectors, after which such modification, waiver, or consent shall be efficient solely within the particular occasion
and for the precise goal given. Any discover to or demand on any social gathering hereto in any occasion not particularly required hereunder
shall not entitle the social gathering receiving such discover or demand to another or additional discover or demand in the identical, related, or
different circumstances except particularly required hereunder.

 

Exhibit F – lntercreditor AgreementPage 12 of 20 

 

9.4
No Subrogation. The Junior Loans Collectors shall not be subrogated to the rights of the Lender with respect to receipt
of Distributions on account of the Junior Mortgage Obligations except and till the entire First Lien Obligations have been Paid in
Full. For the needs of such subrogation, no Distributions made to the holders of the First Lien Obligations to which any Junior
Mortgage Creditor could be entitled apart from this Settlement, and no funds made pursuant to the provisions of this Settlement to
the Lender by such Junior Mortgage Creditor shall, as among the many Borrower, its collectors, and such Junior Mortgage Creditor, be deemed
to be a cost by the Borrower to or on account of the Junior Mortgage Obligations. The Junior Loans Collectors, agrees that within the
occasion that every one or any a part of a cost made with respect to the First Lien Obligations is recovered from the holders of the First
Lien Obligations in an Insolvency Continuing or in any other case, any Distribution obtained by the Junior Loans Collectors with respect
to the Junior Mortgage Obligations at any time after the date of the cost that’s so recovered, whether or not pursuant to the suitable of
subrogation offered for on this Settlement or in any other case, shall be deemed to have been obtained by the Junior Loans Collectors in
belief as property of the holders of the First Lien Obligations and the Junior Loans Collectors shall forthwith ship the identical
to the Lender for software to the First Lien Obligations, till the First Lien Obligations have been Paid in Full.

 

9.5
No impairment. No proper of the Lender to implement the provisions hereof shall at any time in any manner be prejudiced or impaired
by any act taken in good religion, or failure to behave, which failure to behave is in good religion, by the Lender or by any non-compliance
by the Borrower with the phrases and provisions and covenants herein. The Junior Loans Collectors and the Borrower agree to not take
any motion to keep away from or to hunt to keep away from the observance and efficiency of the phrases and situations hereof and shall always
in good religion perform all such phrases and situations.

 

9.6
Successors and Assigns. This Settlement shall inure to the advantage of, and shall be binding upon, the respective successors
and assigns of the Lender,/ and the Junior Mortgage Collectors, and the Borrower. The Lender might, every so often, with out discover
to the Junior Loans Collectors, assign or switch any or the entire First Lien Obligations or any curiosity therein to any Individual
and, however any such project or switch, or any subsequent project or switch, the First Lien Obligations shall,
topic to the phrases hereof, be and stay First Lien Obligations for functions of this Settlement, and each permitted assignee
or transferee of any of the First Lien Obligations or of any curiosity therein shall, to the extent of the curiosity of such permitted
assignee or transferee within the First Lien Obligations, be entitled to depend on and be the third social gathering beneficiary of the subordination
offered below this Settlement and shall be entitled to implement the phrases and provisions hereof to the identical extent as if such assignee
or transferee have been initially a celebration hereto. The Junior Loans Collectors additional acknowledges that this Settlement will inure to
the advantage of any third One who refinances or succeeds to or replaces any or the entire First Lien Obligations, whether or not such
successor financing or alternative happens by switch, project, or reimbursement, with out the need of any additional writing;
offered, nevertheless, the Junior Loans Collectors agrees, upon the request of such third Individual, to execute and ship an settlement
with such Individual containing phrases considerably equivalent to these contained herein (topic to altering names of events, paperwork,
and addresses, as acceptable).

 

Exhibit F – lntercreditor AgreementPage 13 of 20 

 

9.7
Lender’ Rights and Treatments. The rights, treatments, powers, and privileges of the Lender hereunder (hereinafter, the
“Lender’ Rights and Treatments”) shall be cumulative and never unique of any rights or treatments which it will
in any other case have. No delay or omission by any First Lien Creditor in exercising or implementing any of the Lender’ Rights and
Treatments shall function as, or represent, a waiver thereof. No waiver by any First Lien Creditor of any of the Lender’ Rights
and Treatments or of any ‘default or treatment below another settlement with the Borrower or any Junior Mortgage Creditor shall
function as a waiver of another default hereunder or thereunder. No train of the Lender’ Rights and Treatments and no
different settlement or transaction, of no matter nature, entered into between any First Lien Creditor and the Junior Mortgage Collectors
and/or between any First Lien Creditor and the Borrower at any time shall preclude another or additional train of the Lender’
Rights and Treatments. No waiver by any First Lien Senior Creditor of any of the Lender’ Rights and Treatments on anybody event
shall be deemed a unbroken waiver. All the Lender’ Rights and Treatments and the entire Lender’ rights, treatments,
powers, and privileges below another settlement with the Junior Mortgage Collectors and/or the Borrower shall be cumulative, and never
different or unique, and could also be exercised by the Lender at such time or instances and in such order of desire because the Lender
of their sole discretion might decide.

 

9.8 Notices: Service of Course of.

 

(a) All notices, calls for, requests, consents, approvals, and different communications required or permitted hereunder shall be in writing and, except in any other case specified herein, shall be (i) personally served, (ii) deposited within the mail, registered or licensed, return receipt requested, postage pay as you go, (iii) delivered by respected air courier service with fees pay as you go, or (iv) transmitted by hand supply, telegram, or facsimile, addressed as set forth within the Preamble above or to such different tackle as such social gathering shall have specified most lately by written discover. Any discover or different communication required or permitted to be given hereunder shall be deemed efficient (a) upon hand supply or supply by facsimile, with correct affirmation generated by the transmitting facsimile machine, on the tackle or quantity designated beneath (if delivered on a Enterprise Day throughout regular enterprise hours the place such discover is to be obtained), or the primary Enterprise Day following such supply (if delivered aside from on a Enterprise Day throughout regular enterprise hours the place such discover is to be obtained) or (b) on the second Enterprise Day following the date of mailing by respected courier service, totally pay as you go, addressed to such tackle, or upon precise receipt of such mailing, whichever shall first happen. Any social gathering hereto might every so often change its tackle for notices below this Part by giving no less than ten (10) days’ prior written discover of such modified tackle or facsimile quantity to the opposite social gathering hereto.

 

Exhibit F – lntercreditor AgreementPage 14 of 20 

 

(b)
Every social gathering hereto might, in its discretion, agree to simply accept notices and different communications to it hereunder by digital communications
pursuant to procedures permitted by it; offered that approval of such procedures could also be restricted to specific notices or communications.

 

(c)
Every of the events hereto hereby consents to service of course of by registered mail, Federal Categorical or related courier on the
tackle listed within the Preamble above, it being agreed that service in such method shall represent, to the extent permitted by
legislation, in each respect efficient and legitimate service upon such social gathering or its respective successors or permitted assigns in connection
with any such motion or continuing; offered, nevertheless, that nothing on this Part 9 shall have an effect on the suitable of any such events
or their respective successors and permitted assigns to serve authorized course of in another method permitted by relevant legislation. The
Borrower and the Junior Loans Collectors hereby irrevocably appoint Slinger Bag Americas as its agent for receiving service of
course of and covenants and agrees that service of course of in any such authorized motion or continuing could also be made upon it on the workplace
of such agent at [INSERT ADDRESS] (or at such different United States tackle Borrower offers in accordance with Part 9).

 

(d)
Any social gathering hereto might change its tackle or facsimile quantity for notices and different communications hereunder upon three (3) Enterprise
Days’ discover to the opposite events hereto.

 

9.9
Additional Assurances. Every social gathering to this Settlement will promptly execute and ship such additional devices and agreements
and do such additional acts and issues as could also be fairly requested in writing by another social gathering hereto which may be crucial
or fascinating with the intention to impact totally the needs of this Settlement.

 

9.10
Headings. The part headings used on this Settlement are for comfort solely and shall not have an effect on the interpretation
of any of the provisions hereof.

 

9.11
Counterparts: Integration: Effectiveness: Digital Execution. This Settlement and any amendments, waivers, consents, or
dietary supplements hereto could also be executed in counterparts (and by totally different events hereto in numerous counterparts), every of which
shall represent an authentic, however all taken collectively shall represent a single contract. This Settlement constitutes your complete
contract among the many events with respect to the subject material hereof and supersedes all earlier agreements and understandings,
oral or written, with respect thereto. This Settlement shall develop into efficient when it shall have been executed by the Lender,/
and the Junior Loans Collectors, and the Borrower and when the Lender shall have obtained counterparts hereof that collectively bear
the signatures of every of the opposite events hereto. Supply of an executed counterpart of a signature web page to this Settlement
by facsimile or in digital (i.e., “pdf” or “tif”) format shall be efficient as supply of a manually
executed counterpart of this Settlement.

 

9.12
Severability. Within the occasion that any provision of this Settlement is deemed to be invalid, unlawful, or unenforceable by motive
of the operation of any legislation or by motive of the interpretation positioned thereon by any court docket or governmental authority, the validity,
legality, and enforceability of the remaining provisions of this Settlement shall not in any manner be affected or impaired thereby,
and the affected provision shall be modified to the minimal extent permitted by legislation in order to most totally obtain the intention
of this Settlement.

 

Exhibit F – lntercreditor AgreementPage 15 of 20 

 

9.13
Particular Efficiency. The Lender might demand particular efficiency of this Settlement. The Junior Mortgage Collectors and the Borrower
every hereby irrevocably waive any protection primarily based on the adequacy of a treatment at legislation and another protection which is likely to be asserted
to bar the treatment of particular efficiency in any motion which can be introduced by any First Lien Creditor.

 

9.14
Bills. Within the occasion that the Lender undertake any motion that’s fairly crucial with the intention to implement the provisions
of this Settlement (whether or not or not go well with is commenced), the Borrower shall pay all cheap prices and bills incurred by the
Lender in connection therewith, together with, with out limitation, cheap attorneys’ charges. Borrower agrees and acknowledges
that any such prices and bills are “Lender Bills” as outlined within the First Lien Credit score Settlement.

 

9.15 Governing Legislation: Jurisdiction: And so forth.

 

(a)
This Settlement and any declare, controversy, dispute, or reason for motion (whether or not in contract or tort or in any other case) primarily based upon,
arising out of, or referring to this Settlement and the transactions contemplated hereby shall be ruled by, and construed in
accordance with, the legal guidelines of the State of Wyoming.

 

(b)
The Junior Loans Collectors and the Borrower irrevocably and unconditionally agrees that it’s going to not start any motion, litigation,
or continuing of any form in any respect, whether or not in legislation or fairness, or whether or not in contract or tort or in any other case, towards the Lender
, or any of their respective Associated Events in any manner referring to this Settlement or the transactions contemplated hereby, in
any discussion board aside from the courts of the State of Wyoming sitting in Cheyenne County and of america District Courtroom of
the District of Wyoming, and any appellate court docket from any thereof, and every of the events hereto irrevocably and unconditionally
submits to the unique jurisdiction of such courts and agrees that any such motion, litigation, or continuing could also be introduced
in any such Wyoming state court docket or, to the fullest extent permitted by relevant legislation, in such federal court docket. Every of the events
hereto agrees {that a} ultimate judgment in any such motion, litigation, or continuing shall be conclusive and could also be enforced in different
jurisdictions by go well with on the judgment or in another method offered by legislation. Nothing herein shall have an effect on any proper that the Lender
might in any other case must convey any motion or continuing referring to this Settlement towards the Junior Loans Collectors or the Borrower
or its/their respective properties within the courts of any jurisdiction.

 

(c)
The Junior Loans Collectors and the Borrower irrevocably and unconditionally waives, to the fullest extent permitted by relevant
legislation, any objection that it could now or hereafter must the venue of any such motion or continuing in any such court docket referred
to in paragraph (b) of this Part. Every of the events hereto hereby irrevocably waives, to the fullest extent permitted by
relevant legislation, the protection of an inconvenient discussion board to the upkeep of such motion or continuing in any such court docket.

 

(d)
Every social gathering hereto irrevocably consents to the service of course of within the method offered for notices in Part 9.08and agrees
that nothing herein will have an effect on the suitable of any social gathering hereto to serve course of in another method permitted by relevant legislation.

 

9.16 Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT,
ATTORNEY, REPRESENTATIVE, OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK
TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

 

Signature
web page follows.

 

Exhibit F – lntercreditor AgreementPage 16 of 20 

 

IN
WITNESS WHEREOF, the Lender has executed this Settlement as of the date first above written.

 

 
LENDER: 
 
  
SB
INVESCO LLC 
 
  
 
  
By:
Chessler
Holdings, LLC  
Its:
Supervisor 
 
  
  
By:
David
Chessler 
Its:
Chief
Govt Officer 

Exhibit F – lntercreditor AgreementPage 17 of 20 

 

IN
WITNESS WHEREOF, the Borrower events hereto have executed this Settlement as of the date first above written.

 

 
BORROWER: 
  
SLINGER
BAG, INC. 
 
  
  
By:
Mike
Ballardie 
Its:
Chief
Govt Officer  
 
  
SLINGER
BAG AMERICAS INC. 
  
  
By:
Mike
Ballardie 
Its:
Chief
Govt Officer  
 
  
SLINGER
BAG CANADA INC. 
  
  
By:
Mike
Ballardie 
Its:
Chief
Govt Officer  
 
  
SLINGER
BAG (UK) LTD. 
  
  
By:
Mike
Ballardie 
Its:
Chief
Govt Officer  
 
  
SLINGER
BAG LTD. 
  
  
By:
Mike
Ballardie 
Its:
Chief
Govt Officer 

Exhibit F – lntercreditor AgreementPage 18 of 20 

 

IN
WITNESS WHEREOF, the Junior Loans Collectors hereto have executed this Settlement as of the date first above written.

 

 
JUNIOR
LOANS CREDITORS:  
 
  
2672237
ONTARIO LIMITED 
 
  
  
By:
Elisha
Kalfa 
Its:
Approved
Signatory 

 
Midcity
Capital Ltd. 
  
By
     

 
Identify:
Title:
Authorised
signatory 
 
  
Yonah Kalfa, INDIVIDUALLY 
  

Exhibit F – lntercreditor AgreementPage 19 of 20 

 

EXHIBIT
A

 

1.
2672237
Ontario Restricted Mortgage Agreements 

(a)
The mortgage settlement between the Borrower and Assig nor1 dated June 1, 2019 whereby the Assignor loaned the principal
sum of $1,700,000 on the rate of interest of 9.5%;

 

(b)
The mortgage settlement between the Borrower and the Assignor dated October 7, 2019 whereby the Assignor loaned the principal sum of
$500,000 on the rate of interest of 9.5%;

 

(c)
The mortgage settlement between the Borrower and the Assignor dated December 2, 2019 whereby the Assignor loaned the principal sum
of $500,000 on the rate of interest of 9.5%;

 

(d)
The mortgage settlement between the Borrower and the Assignor dated December 11, 2019 whereby the Assignor loaned the principal sum
of $700,000 on the rate of interest of 9.5%;

 

(e)
The mortgage settlement between the Borrower and the Assignor dated January 8, 2020 whereby the Assignor loaned the principal sum of
$200,000 on the rate of interest of 9.5%;

 

(f)
The mortgage settlement between the Borrower and the Assignor dated February 28, 2020 whereby the Assignor loaned the principal sum
of $200,000 on the rate of interest of 9.5%;

 

(g)
The mortgage settlement between the Borrower and the Assignor dated Might 12, 2020 whereby the Assignor loaned the principal sum of $1,000,000
on the rate of interest of 9.5%;

 

(h)
The mortgage settlement between the Borrower and the Assignor dated July 3, 2020 whereby the Assignor loaned the principal sum of $500,000
on the rate of interest of 9.5%;

 

(i)
The mortgage settlement between the Borrower and the Assignor dated July 3, 2020 whereby the Assignor loaned the principal sum of $120,000
on the rate of interest of 9.5%;

 

(j)
The mortgage settlement between the Borrower and the Assignor dated August 10, 2020 whereby the Assignor loaned the principal sum of
$250,000 on the rate of interest of 9.5%;

 

(okay)
The mortgage settlement between the Borrower and the Assignor dated September 15, 2020 whereby the Assignor loaned the principal sum
of $250,000 on the rate of interest of 9.5%; and

 

(I)
The mortgage settlement between the Borrower and the Assignor dated November 24, 2020 whereby the Assignor loaned the principal sum
of $300,000 on the rate of interest of 9.5%.

 

2.
Midcity
Capital Ltd. Mortgage Settlement – 2.25% Promissory Notice from Slinger Bag Inc. dated December 24, 2021 within the quantity of $1,000,000,
as prolong by the extension settlement dated February 2, 2021. 

3.
Yonah
Kalfa Mortgage Settlement – The mortgage settlement between Slinger Bag Inc. and Yonah Kalfa dated March 25, 2021in the quantity of $1,000,000. 

1
Borrower means both Slinger Bag Inc. or Slinger Bag Americas Inc. (because the case could also be) and Assignor means 2490585 Ontario
Inc.

 

Exhibit F – lntercreditor AgreementPage 20 of 20 

 

 

Exhibit
10.6

 

WARRANT
PURCHASE AGREEMENT

 

This
Warrant Buy Settlement (this “Settlement”) is made as of 15 April 2021 by and between Slinger Bag, Inc., a Nevada company
with its principal workplace at 2709 North Rolling Highway, Suite 138, Windsor Mill, MD 21244 (the “Firm”) on one hand, and
SB Invesco LLC, a Wyoming restricted legal responsibility firm and Chessler Holdings, LLC, a Florida restricted legal responsibility firm, every with its principal
workplace at 50 Central Avenue, Suite 800, Sarasota, FL 34236 (every a “Purchaser,” and collectively, the “Purchasers”)
on the opposite.

 

BACKGROUND:

 

 
A.
The
Firm has approved the sale and issuance of warrants to buy 2,200,000 shares of Frequent Inventory to the Purchasers in a non-public
placement (the “Providing”). 
 
  
B.
Pursuant
to Part 4(2) of the Securities Act of 1933 (the “1933 Act”) and Rule 506 promulgated thereunder, the Firm wishes
to promote to the Purchasers listed on the hooked up Exhibit A, as such exhibit could also be amended every so often, and such Purchasers,
severally and never collectively, need to buy from the Firm that mixture variety of warrants to buy that mixture quantity
of shares of Frequent Inventory set forth reverse such Purchaser’s title on Exhibit A on the phrases and topic to the situations
set forth on this Settlement. 
 
  
C.
Reference
is made to that sure enterprise mortgage and safety settlement dated as of even date herewith by and between the Firm and its Subsidiaries
on the one hand and SB Invesco LLC on the opposite (the “Mortgage Settlement”). Capitalized phrases not in any other case outlined herein
shall have the identical which means ascribed to them herein as within the Mortgage Settlement. 

TERMS
AND CONDITIONS

 

Now,
due to this fact, in consideration of the foregoing Background and the mutual covenants and agreements contained herein, the events hereto,
desiring to be legally certain, do hereby agree as follows:

 

 
1.
Buy
of the Warrants. Settlement to Promote and Buy. On the Closing (as hereinafter outlined}, the Firm will challenge and promote to every
of the Purchasers, and every Purchaser will, severally and never collectively, buy from the Firm, the variety of warrants to buy
Frequent Inventory of the Firm (the “Warrants”) set forth reverse such Purchaser’s title on Exhibit A. The
Warrants shall be within the kind set forth hereto as fabibit B. 
 
  
2.
Representations
and Warranties of the Firm. The Firm incorporates by reference and restates the representations and warranties made by the
Firm to SB Invesco LLC within the Mortgage Settlement. The Firm hereby additional represents and warrants to every Purchaser: 

Exhibit G – Funding Documents1 of 11Execution Copy

 

 
a.
Authorization.
The Firm has the requisite company energy to enter into this Settlement and perform and carry out its obligations below the phrases
of this Settlement and challenge and promote the Warrants and the Frequent Inventory issuable upon train of the Warrants (the “Warrant
Shares”). 
 
  
b.
No
Battle with Different Devices. The execution, supply and efficiency of this Settlement, the issuance and sale of the Warrant
to be offered by the Firm below this Settlement, the issuance of the Warrant Shares upon train of the Warrants and the consummation
of the actions contemplated by this Settlement (which for all functions herein shall embrace train of the Warrants) won’t (A)
lead to any violation of, be in battle with, or represent a default below, with or with out the passage of time or the giving
of discover: (i) any provision of the Firm’s or its subsidiaries’ Articles of Incorporation or Bylaws as in impact on
the date hereof or on the Closing; (ii) any provision of any judgment, arbitration ruling, decree or order to which the Firm or
its subsidiaries are a celebration or by which they’re certain; (iii) any bond, debenture, observe or different proof of indebtedness, or any
lease, contract, mortgage, indenture, deed of belief, mortgage settlement, three way partnership or different settlement, instrument or dedication to
which the Firm or any subsidiary is a celebration or by which they or their respective properties are certain; or (iv) any statute, rule,
legislation or governmental regulation relevant to the Firm; or (B) outcome within the creation or imposition of any lien, encumbrance, declare,
safety curiosity or restriction in any respect upon any of the properties or belongings of the Firm or any subsidiary or any acceleration
of indebtedness pursuant to any obligation, settlement or situation contained in any bond, debenture, observe or another proof of
indebtedness or any indenture, mortgage, deed of belief or another settlement or instrument to which the Firm or any subsidiary
are a celebration or by which they’re certain or to which any of the property or belongings of the Firm or any subsidiary is topic. No
consent, approval, authorization or different order of, or registration, qualification or submitting with, any regulatory physique, administrative
company, or different governmental physique is required for the execution and supply of this Settlement by the Firm and the legitimate issuance
or sale of the Warrant by the Firm pursuant to this Settlement, aside from similar to have been made or obtained and that stay in
full pressure and impact, and apart from the submitting of a Type D and any filings required to be made below state securities legal guidelines. 
 
  
c.
SEC
Filings. The consolidated monetary statements contained in every report, registration assertion and definitive proxy assertion filed
by the Firm with the Securities and Change Fee (the “SEC,” and the paperwork, the “Firm SEC Paperwork”):
(i) complied as to kind in all materials respects with the printed guidelines and laws of the SEC relevant thereto and have been
well timed filed; (ii) the data contained therein as of the respective dates thereof didn’t include an unfaithful assertion of a
materials truth or omit to state a fabric truth required to be said therein or essential to make the statements therein in gentle
of the circumstances below which they have been made not deceptive; (iii) have been ready in accordance with typically accepted accounting
rules utilized on a constant foundation all through the intervals coated, besides as could also be indicated within the notes to such monetary
statements and (within the case of unaudited statements) as permitted by Type 10-Q of the SEC, and besides that unaudited monetary statements
might not include footnotes and are topic to year-end audit changes; and (iv) pretty current the consolidated monetary place
of the Firm and its subsidiaries as of the respective dates thereof and the consolidated outcomes of operations and the adjustments
in shareholders’ fairness of the Firm and its subsidiaries for the intervals coated thereby. 

Exhibit G – Funding Documents2 of 11Execution Copy

 

 
d.
Subsidiaries.
Besides as set forth within the Firm SEC Paperwork, the Firm doesn’t presently personal or management, immediately or not directly, and has
no inventory or different curiosity as proprietor or principal in, another company or partnership, three way partnership, affiliation or different enterprise
enterprise or entity with materials operations. All the excellent capital inventory or different securities of every Subsidiary is owned
by the Firm, immediately or not directly, free and away from any liens, claims, or encumbrances. 
 
  
e.
Legitimate
Issuance of Securities. The Warrants and Warrant Shares are duly approved and, when issued, offered and delivered in accordance with
the phrases hereof or the Warrants, because the case could also be, shall be duly and validly approved and issued, totally paid and nonassessable,
free from all taxes, liens, claims, encumbrances and fees with respect to the problem thereof; offered, nevertheless, that the Warrants
and Warrant Shares could also be topic to restrictions on switch below state and/or federal securities legal guidelines or as in any other case set forth
herein. The issuance, sale and supply of the Warrants and Warrant Shares in accordance with the phrases hereof or the Warrant, as
the case could also be, won’t be topic to preemptive rights of shareholders of the Firm. The Warrant Shares have been duly reserved
for issuance upon train of the Warrant. 
 
  
f.
Providing.
Assuming the accuracy of the representations of the Purchasers in Part 3.3 of this Settlement on the date hereof, on the Closing
Date and solely as this Part pertains to the problem and sale of the Warrant Shares on the date(s) of train of the Warrant, the
provide, challenge and sale of the Warrant and issuance of the Warrant Shares upon train of the Warrant (assuming no change in relevant
legislation previous to the date the Warrant Shares are issued), are and shall be exempt from the registration and prospectus supply necessities
of the 1933 Act and have been or shall be registered or certified (or are or shall be exempt from registration and qualification) below
the registration, allow or qualification necessities of all relevant state securities legal guidelines. Neither the Firm, nor any of its
Associates, nor any individual appearing on its or their behalf, has immediately or not directly made any provides or gross sales of any safety or
solicited any provides to purchase any safety below circumstances that will require registration below the 1933 Act of the issuance of
the Warrant to the Purchasers or the issuance of the Warrant Shares upon train of the Warrants. Aside from the Firm SEC Paperwork,
the Firm has not distributed and won’t distribute previous to the Closing Date any providing materials in reference to the providing
and sale of the Warrant or Warrant Shares. The Firm has not taken any motion to promote, provide on the market or solicit provides to purchase
any securities of the Firm which might convey the provide, issuance or sale of the Warrant or the issuance of the Warrant Shares
upon train of the Warrants, inside the provisions of Part 5 of the 1933 Act, except such provide, issuance or sale was or shall
be inside the exemptions of Part 4 of the 1933 Act. 

Exhibit G – Funding Documents3 of 11Execution Copy

 

 
g.
No
Common Solicitation. Neither the Firm, nor any of its Associates, nor any individual appearing on its or their behalf, has engaged in
any type of common solicitation or common promoting (inside the which means of Regulation D promulgated below the 1933 Act) in connection
with the provide or sale of the Warrant. 
 
  
h.
No
“Unhealthy Actor” Disqualification. The Firm has exercised cheap care, in accordance with SEC guidelines and steerage, and
has performed a factual inquiry, the character and scope of which mirror cheap care below the related information and circumstances,
to find out whether or not any Coated Individual (as outlined beneath) is topic to any of the “dangerous actor” disqualifications described
in Rule 506(d)(1)(i) to (viii) below the 1933 Act (“Disqualification Occasions”). To the Firm’s data, after
conducting such sufficiently diligent factual inquiries, no Coated Individual is topic to a Disqualification Occasion, apart from a Disqualification
Occasion coated by Rule 506(d)(2) or (d)(3) below the 1933 Act. The Firm has complied, to the extent relevant, with any disclosure
obligations below Rule 506(e) below the 1933 Act. “Coated Individuals” are these individuals laid out in Rule 506(d)(1) below
the 1933 Act, together with the Firm; any predecessor or Affiliate of the Firm; any director, government officer, different officer
taking part within the providing, common associate or managing member of the Firm; any helpful proprietor of 20% or extra of the Firm’s
excellent voting fairness securities, calculated on the premise of voting energy; any promoter (as outlined in Rule 405 below the 1933
Act) related with the Firm in any capability on the time of the sale of the Shares; and any individual that has been or shall be paid
(immediately or not directly) remuneration for solicitation of purchasers in reference to the sale of the Shares (a “Solicitor”),
any common associate or managing member of any Solicitor, and any director, government officer or different officer taking part within the
providing of any Solicitor or common associate or managing member of any Solicitor. 

Exhibit G – Funding Documents4 of 11Execution Copy

 

 
3.
Representations
and Warranties of the Purchasers. Every Purchaser, severally and never collectively, hereby represents and warrants to the Firm as follows: 

 
a.
Authorized
Energy. Every Purchaser has the requisite authority to enter into this Settlement and to hold out and carry out its obligations below
the phrases of this Settlement. All motion on every Purchaser’s half required for the lawful execution and supply of this Settlement
have been or shall be successfully taken previous to the Closing. 
 
  
b.
Due
Execution. This Settlement has been duly approved, executed and delivered by every Purchaser, and, upon due execution and supply
by the Firm, this Settlement shall be a sound and binding settlement of every Purchaser, besides as enforceability could also be restricted by
chapter, insolvency, reorganization, moratorium or related legal guidelines affecting collectors’ rights typically or by equitable rules. 
 
  
c.
Funding
Representations. In reference to the sale and issuance of the Warrants and Warrant Shares, every Purchaser, for itself and no different
Purchaser, makes the next representations: 

 
i.
Funding
for Personal Account. Every Purchaser is buying the Warrants and Warrant Shares for its personal account, not as nominee or agent, and never
with a view to, or for resale in reference to, any distribution or public providing thereof inside the which means of the 1933 Act;
offered, nevertheless, that by making the representations herein, every Purchaser doesn’t agree to carry any of the Warrant for any minimal
or particular time period and reserves the suitable to eliminate the securities at any time in accordance with or pursuant to a registration
assertion or an exemption from the registration necessities of the 1933 Act. 
 
  
ii.
Switch
Restrictions; Legends. Every Purchaser understands that (i) the Warrants and Warrant Shares haven’t been registered below the 1933
Act; (ii) the Warrants and Warrant Shares are being provided and offered pursuant to an exemption from registration, primarily based partly upon
the Firm’s reliance upon the statements and representations made by every Purchasers on this Settlement, and that the Warrants
and Warrant Shares have to be held by every Purchaser indefinitely, and that every Purchaser should, due to this fact, bear the financial danger of
such funding indefinitely, except a subsequent disposition thereof is registered below the 1933 Act or is exempt from such registration;
(iii) every Certificates representing the Warrants and Warrant Shares shall be endorsed with the next legend till the sooner
of (1) within the case of the Warrant Shares, such date because the Warrant Shares have been registered for resale by every Purchaser or (2)
the date the Warrants or the Warrant Shares, because the case could also be, are eligible on the market below Rule 144 below the 1933 Act with out
limitations: 

Exhibit G – Funding Documents5 of 11Execution Copy

 

THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE REGISTRATION OR STATE SECURITIES LAWS, EXEMPTION
THEREFROM.PURSUANT TO UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES
MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

 

Every
Purchaser, severally and never collectively with the opposite Purchasers, agrees that the removing of the restrictive legend from certificates representing
Securities as set forth on this Part 3.3(6) relies upon the Firm’s reliance that every Purchaser will promote any Securities
pursuant to both the registration necessities of the 1933 Act, together with any relevant prospectus supply necessities, or an exemption
therefrom.

 

 
iii.
Monetary
Sophistication; Due Diligence. Every Purchaser has such data and expertise in monetary or enterprise issues that it’s succesful
of evaluating the deserves and dangers of the funding in reference to the transactions contemplated on this Settlement. Such Purchaser
has, in reference to its choice to buy the Securities, relied solely upon the representations and warranties contained herein
and the data contained within the Firm SEC Paperwork. Additional, every Purchaser has had such alternative to acquire extra
info and to ask questions of, and obtain solutions from, the Firm, in regards to the phrases and situations of the funding
and the enterprise and affairs of the Firm, as every Purchaser considers crucial with the intention to kind an funding choice. 
 
  
iv.
Accredited
Investor Standing. Every Purchaser is an “accredited investor” as such time period is outlined in Rule 501(a) of the principles and laws
promulgated below the 1933 Act and has offered a questionnaire as requested by the Firm to doc such standing. 

Exhibit G – Funding Documents6 of 11Execution Copy

 

 
v.
Common
Solicitation. Every Purchaser will not be buying the Warrants on account of any commercial, article, discover or different communication
relating to the Warrant printed in any newspaper, journal or related media or broadcast over the tv or radio or introduced
at any seminar or another common solicitation or common commercial. Previous to the time that every Purchaser was first contacted
by the Firm such Purchaser had a pre-existing and substantial relationship with the Firm. 
 
  
vi.
No
Funding, Tax or Authorized Recommendation. Every Purchaser understands that nothing within the Firm SEC Paperwork, this Settlement, or another
supplies introduced to every Purchaser in reference to the acquisition and sale of the Warrant constitutes authorized, tax or funding
recommendation. Every Purchaser has consulted such authorized, tax and funding advisors because it, in its sole discretion, has deemed crucial
or acceptable in reference to its buy of Warrant. 
 
  
vii.
Further
Acknowledgement. Every Purchaser acknowledges that it has independently evaluated the deserves of the transactions contemplated by this
Settlement, that it has independently decided to enter into the transactions contemplated hereby, that it’s not counting on any
recommendation from or analysis by another individual. 

 
4.
Notices.
All notices, calls for, requests, consents, approvals, and different communications required or permitted hereunder shall be in writing
and, except in any other case specified herein, shall be {i) personally served, {ii) deposited within the mail, registered or licensed, return
receipt requested, postage pay as you go, {iii) delivered by respected air courier service with fees pay as you go, or (iv) transmitted
by hand supply, telegram, or facsimile, addressed as set forth within the Preamble above or to such different tackle as such social gathering shall
have specified most lately by written discover. Any discover or different communication required or permitted to be given hereunder shall
be deemed efficient {a) upon hand supply or supply by facsimile, with correct affirmation generated by the transmitting facsimile
machine, on the tackle or quantity designated beneath {if delivered on a Enterprise Day throughout regular enterprise hours the place such discover
is to be obtained), or the primary Enterprise Day following such supply {if delivered aside from on a Enterprise Day throughout regular enterprise
hours the place such discover is to be obtained) or {b) on the second Enterprise Day following the date of mailing by respected courier service,
totally pay as you go, addressed to such tackle, or upon precise receipt of such mailing, whichever shall first happen. Any social gathering hereto might
every so often change its tackle for notices below this Part by giving no less than ten (10) days’ prior written discover
of such modified tackle or facsimile quantity to the opposite social gathering hereto. 

Exhibit G – Funding Documents7 of 11Execution Copy

 

 
5.
Cumulative
Treatments. Besides to the extent expressly offered in Part 8 on the contrary, the rights and treatments offered on this Warrant
are cumulative and will not be unique of, and are along with and never in substitution for, another rights or treatments accessible
at legislation, in fairness or in any other case. 
 
  
6.
Equitable
Aid. Every of the Firm and the Holder acknowledges {that a} breach or threatened breach by such social gathering of any of its obligations
below this Warrant might give rise to irreparable hurt to the opposite social gathering hereto for which financial damages might not be an enough
treatment and hereby agrees that within the occasion of a breach or a threatened breach by such social gathering of any such obligations, the opposite social gathering
hereto shall, along with any and all different rights and treatments which may be accessible to it in respect of such breach, be entitled
to hunt equitable aid, together with a restraining order, an injunction, particular efficiency and another aid which may be accessible
from a court docket of competent jurisdiction. 
 
  
7.
Total
Settlement. This Warrant and the Mortgage Settlement, along with the Mortgage Paperwork (as outlined within the Mortgage Settlement), constitutes
the only and full settlement of the events to this Warrant with respect to the subject material contained herein, and supersedes
all prior and contemporaneous understandings and agreements, each written and oral, with respect to such subject material. 
 
  
8.
Successor
and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the advantage of the events
hereto and the successors of the Firm and the successors and permitted assigns of the Holder. Such successors and/or permitted
assigns of the Holder shall be deemed to be a Holder for all functions hereunder. 
 
  
9.
No
Third-Social gathering Beneficiaries. This Warrant is for the only advantage of the Firm and the Holder and their respective successors
and, within the case of the Holder, permitted assigns and nothing herein, categorical or implied, is meant to or shall confer upon any
different Individual any authorized or equitable proper, profit or treatment of any nature in any respect, below or by motive of this Warrant. 
 
  
10.
Headings.
The headings on this Warrant are for reference solely and shall not have an effect on the interpretation of this Warrant. 
 
  
11.
Modification
and Modification: Waiver. Besides as in any other case offered herein, this Warrant might solely be amended, modified or supplemented by
an settlement in writing signed by every social gathering hereto. No waiver by the Firm or the Holder of any of the provisions hereof shall
be efficient except explicitly set forth in writing and signed by the social gathering so waiving. No waiver by any social gathering shall function or be
construed as a waiver in respect of any failure, breach or default not expressly recognized by such written waiver, whether or not of a
related or totally different character, and whether or not occurring earlier than or after that waiver. No failure to train, or delay in exercising,
any rights, treatment, energy or privilege arising from this Warrant shall function or be construed as a waiver thereof; nor shall any
single or partial train of any proper, treatment, energy or privilege hereunder preclude another or additional train thereof or the
train of another proper, treatment, energy or privilege. 

Exhibit G – Funding Documents8 of 11Execution Copy

 

 
12.
Severability.
If any time period or provision of this Warrant is invalid, unlawful or unenforceable in any jurisdiction, such invalidity, illegality
or unenforceability shall not have an effect on another time period or provision of this Warrant or invalidate or render unenforceable such time period
or provision in another jurisdiction. 
 
  
13.
Governing
Legislation. This Warrant shall be ruled by and construed in accordance with the interior legal guidelines of the State of Wyoming with out giving
impact to any alternative or battle of legislation provision or rule {whether or not of the State of Wyoming or another jurisdiction) that will
trigger the appliance of legal guidelines of any jurisdiction aside from these of the State of Wyoming. 
 
  
14.
Submission
to Jurisdiction. Any authorized go well with, motion or continuing arising out of or primarily based upon this Warrant or the transactions contemplated
hereby could also be instituted within the federal courts of america of America or the courts of the State of Wyoming in every case
situated within the and County of Cheyenne, and every social gathering irrevocably submits to the unique jurisdiction of such courts in any such
go well with, motion or continuing. Service of course of, summons, discover or different doc by licensed or registered mail to such social gathering’s
tackle set forth herein shall be efficient service of course of for any go well with, motion or different continuing introduced in any such court docket.
The events irrevocably and unconditionally waive any objection to the laying of venue of any go well with, motion or any continuing in such
courts and irrevocably waive and agree to not plead or declare in any such court docket that any such go well with, motion or continuing introduced in
any such court docket has been introduced in an inconvenient discussion board. 
 
  
15.
Waiver
of Jury Trial. Every social gathering acknowledges and agrees that any controversy which can come up below this Warrant is more likely to contain
sophisticated and tough points and, due to this fact, every such social gathering irrevocably and unconditionally waives any proper it could must
a trial by jury in respect of any authorized motion arising out of or referring to this Warrant or the transactions contemplated hereby. 
 
  
16.
Counterparts.
This Warrant could also be executed in counterparts, every of which shall be deemed an authentic, however all of which collectively shall be deemed
to be one and the identical settlement. A signed copy of this Warrant delivered by facsimile, e-mail or different technique of digital transmission
shall be deemed to have the identical authorized impact as supply of an authentic signed copy of this Warrant. 
 
  
17.
No
Strict Building. This Warrant shall be construed with out regard to any presumption or rule requiring development or interpretation
towards the social gathering drafting an instrument or inflicting any instrument to be drafted. 

Signature
web page follows.

 

Exhibit G – Funding Documents9 of 11Execution Copy

 

In
witness whereof, the foregoing Warrant Buy Settlement is hereby executed as of the date first above written.

 

 
COMPANY: 
 
  
Slinger
Bag, Inc. 
 
  
By:
Mike
Ballardie 
Its:
Chief
Govt Officer 
 
  
HOLDER: 
 
  
SB
Invesco LLC 
 
  
By:
Chessler
Holdings, LLC 
Its:
Supervisor 
 
  
By:
David
Chessler 
Its:
Chief
Govt Officer 

Exhibit G – Funding Documents10 of 11Execution Copy

 

EXHIBIT
A

 

1.SB
Invesco, LLC – 2,000,000 Warrants2.Chessler
Holdings, LLC – 200,000 Warrants 

Exhibit G – Funding Documents11 of 11Execution Copy

 

Exhibit
10.7

 

WARRANT

 

THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE
UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND,
IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

 

Warrant
Certificates No.:

 

Unique
Situation Date: 15 April 2021

 

FOR
VALUE RECEIVED, Slinger Bag, Inc., a Nevada company (the “Firm”), hereby certifies that SB Invesco LLC, a Wyoming
restricted legal responsibility firm, or its registered assigns (the “Holder”) is entitled to buy from the Firm TWO MILLION
(2,000,000) duly approved, validly issued, totally paid and nonassessable shares of Frequent Inventory at a purchase order value per share
of $0.25 (topic to adjustment as offered herein, the “Train Worth”), all topic to the phrases, situations and
changes set forth beneath on this Warrant. Sure capitalized phrases used herein are outlined in Part 1 hereof.

 

This
Warrant has been issued pursuant to the phrases of the Enterprise Mortgage and Safety Settlement, dated as of even date herewith (the
“Mortgage Settlement”), between the Firm and the Holder.

 

1.
Definitions. As used on this Warrant, the next phrases have the respective meanings set forth beneath:

 

“Combination
Train Worth” means an quantity equal to the product of (a) the variety of Warrant Shares in respect of which this Warrant
is then being exercised pursuant to Part 3 hereof, multiplied by (b) the Train Worth in impact as of the Train Date in
accordance with the phrases of this Warrant.

 

“Board”
means the board of administrators of the Firm.

 

“Enterprise
Day” means any day, besides a Saturday, Sunday or authorized vacation, on which banking establishments within the metropolis of Ann Arbor,
Michigan are approved or obligated by legislation or government order to shut.

 

 

“Frequent
Inventory” means the widespread inventory, par worth $0.001 per share, of the Firm, and any capital inventory into which such Frequent
Inventory shall have been transformed, exchanged or reclassified following the date hereof.

 

“Frequent
Inventory Deemed Excellent” means, at any given time, the variety of shares of Frequent Inventory truly excellent at such time.

 

“Firm”
has the which means set forth within the preamble.

 

“Convertible
Securities” means any securities (immediately or not directly) convertible into or exchangeable for Frequent Inventory, however excluding
Choices.

 

“Excluded
Issuances” means any issuance or sale (or deemed issuance or sale) by the Firm after the Unique Situation Date of: (a) shares
of Frequent Inventory issued upon the train of this Warrant; (b) shares of Frequent Inventory (as such variety of shares is equitably adjusted
for subsequent inventory splits, inventory mixtures, inventory dividends and recapitalizations) issued immediately or upon the train of
Choices to administrators, officers, workers, or consultants of the Firm in reference to their service as administrators of the
Firm, their employment by the Firm or their retention as consultants by the Firm, in every case approved by the Board
and issued pursuant to the Firm’s service agreements with such individuals and/or the Firm’s World Share Incentive
Plan (2020) (together with all such shares of Frequent Inventory and Choices excellent previous to the Unique Situation Date); or Convertible
Securities issued previous to the Unique Situation Date, offered that such securities will not be amended after the date hereof to extend
the variety of shares of Frequent Inventory issuable thereunder or to decrease the train or conversion value thereof.

 

“Train
Date” means, for any given train of this Warrant, the date on which the situations to such train as set forth in Part
3 shall have been glad at or prior to five:00 p.m., Wyoming time, on a Enterprise Day, together with, with out limitation, the receipt
by the Firm of the Train Settlement, the Warrant and the Combination Train Worth.

 

“Train
Settlement” has the which means set forth in Part 3(a)(i).

 

“Train
Interval” has the which means set forth in Part 2.

 

“Train
Worth” has the which means set forth within the preamble.

 

 

“Honest
Market Worth” means, as of any specific date: (a) the quantity weighted common of the closing gross sales costs of the Frequent
Inventory for such day on all home securities exchanges on which the Frequent Inventory might on the time be listed; (b) if there have
been no gross sales of the Frequent Inventory on any such alternate on any such day, the common of the very best bid and lowest requested costs
for the Frequent Inventory on all such exchanges on the finish of such day; (c) if on any such day the Frequent Inventory will not be listed on a
home securities alternate, the closing gross sales value of the Frequent Inventory as quoted on the OTC Bulletin Board, the Pink OTC Markets
or related citation system or affiliation for such day; or (d) if there have been no gross sales of the Frequent Inventory on the OTC Bulletin
Board, the Pink OTC Markets or related citation system or affiliation on such day, the common of the very best bid and lowest
requested costs for the Frequent Inventory quoted on the OTC Bulletin Board, the Pink OTC Markets or related citation system or affiliation
on the finish of such day; in every case, averaged over twenty (20) consecutive Enterprise Days ending on the Enterprise Day instantly
previous to the day as of which “Honest Market Worth” is being decided; offered, that if the Frequent Inventory is
listed on any home securities alternate, the time period “Enterprise Day” as used on this sentence means Enterprise Days on
which such alternate is open for buying and selling. If at any time the Frequent Inventory will not be listed on any home securities alternate or
quoted on the OTC Bulletin Board, the Pink OTC Markets or related citation system or affiliation, the “Honest Market Worth”
of the Frequent Inventory shall be the truthful market worth per share as decided collectively by the Board and the Holder; offered, that
if the Board and the Holder are unable to agree on the truthful market worth per share of the Frequent Inventory inside an affordable interval
of time (to not exceed 10 days from the Firm’s receipt of the Train Settlement), such truthful market worth shall be decided
by a mutually agreeable funding banking, accounting or valuation agency. The willpower of such agency shall be ultimate and conclusive,
and the charges and bills of such valuation agency shall be borne equally by the Firm and the Holder.

 

“Holder”
has the which means set forth within the preamble.

 

Minimal
Assured Sale Worth” has the which means set forth in Part 6.

 

“Choices”
means any warrants or different rights or choices to subscribe for or buy Frequent Inventory or Convertible Securities.

 

“Unique
Situation Date” means 15 April 2021, the date on which the Warrant was issued by the Firm pursuant to the Mortgage Settlement.

 

“Nasdaq”
means The NASDAQ Inventory Market LLC.

 

“OTC
Bulletin Board” means the Monetary Trade Regulatory Authority OTC Bulletin Board digital inter-dealer citation system.

 

“Individual”
means any particular person, sole proprietorship, partnership, restricted legal responsibility firm, company, three way partnership, belief, integrated
group or authorities or division or company thereof.

 

“Pink
OTC Markets” means the OTC Markets Group Inc. digital inter- supplier citation system, together with OTCQX, OTCQB and OTC Pink.

 

 

“Mortgage
Settlement” has the which means set forth within the preamble.

 

“Warrant”
means this Warrant and all warrants issued upon division or mixture of, or in substitution for, this Warrant.

 

“Warrant
Shares” means the shares of Frequent Inventory or different capital inventory of the Firm then purchasable upon train of this Warrant
in accordance with the phrases of this Warrant.

 

2.
Time period of Warrant. Topic to the phrases and situations hereof, at any time or every so often after the date hereof and
prior to five:00 p.m., Wyoming time, on 15 April 2023, or, if such day will not be a Enterprise Day, on the subsequent previous Enterprise Day
(the “Train Interval”), the Holder of this Warrant might train this Warrant for all or any a part of the Warrant Shares
purchasable hereunder (topic to adjustment as offered herein).

 

3.
Train of Warrant.

 

(a)
Train Process. This Warrant could also be exercised every so often on any Enterprise Day throughout the Train Interval, for all or
any half ofthe unexercised Warrant Shares, upon:

 

(i)
give up of this Warrant to the Firm at its then principal government places of work (or an indemnification endeavor with respect
to this Warrant within the case of its loss, theft or destruction), along with an Train Settlement within the kind hooked up hereto
as Exhibit A (every, an “Train Settlement”), duly accomplished (together with specifying the variety of Warrant Shares to
be bought) and executed; and

 

(ii)
cost to the Firm of the Combination Train Worth in accordance with Part 3(b).

 

(b)
Fee of the Combination Train Worth. Fee of the Combination Train Worth shall be made, on the possibility of the Holder as
expressed within the Train Settlement, by the next strategies:

 

(i)
by supply to the Firm of a licensed or official financial institution test payable to the order of the Firm or by wire switch of instantly
accessible funds to an account designated in writing by the Firm, within the quantity of such Combination Train Worth;

 

 

 

(ii)
by instructing the Firm to challenge Warrant Shares then issuable upon train of all or any a part of this Warrant on a internet foundation
such that, with out cost of any money consideration or different instantly accessible funds, the Holder shall give up this Warrant
in alternate for the variety of Warrant Shares as is computed utilizing the next components:

 

The place:

 

X
= the variety of Warrant Shares to be issued to the Holder.

 

Y
= the full variety of Warrant Shares for which the Holder has elected to train this Warrant pursuant to Part 3(a).

 

A=
the Honest Market Worth of 1 Warrant Share as of the relevant Train Date.

 

B
= the Train Worth in impact below this Warrant as of the relevant Train Date.

 

X
= Y(A- B) + A

 

(iii)
by surrendering to the Firm (x) Warrant Shares beforehand acquired by the Holder with an mixture Honest Market Worth as of
the Train Date equal to such Combination Train Worth and/or (y) different securities of the Firm having a price as of the Train
Date equal to the Combination Train Worth (which worth within the case of debt securities shall be the principal quantity thereof plus
accrued and unpaid curiosity, within the case of most well-liked inventory shall be the liquidation worth thereof plus accrued and unpaid
dividends and within the case of shares of Frequent Inventory shall be the Honest Market Worth thereof); or

 

(iv)
any mixture of the foregoing.

 

In
the occasion of any withholding of Warrant Shares or give up of different fairness securities pursuant to clause (ii), (iii) or (iv)
above the place the variety of shares whose worth is the same as the Combination Train Worth will not be an entire quantity, the variety of shares
withheld by or surrendered to the Firm shall be rounded as much as the closest entire share and the Firm shall make a money cost
to the Holder (by supply of a licensed or official financial institution test or by wire switch of instantly accessible funds) primarily based on
the incremental fraction of a share being so withheld by or surrendered to the Firm in an quantity equal to the product of (x)
such incremental fraction of a share being so withheld or surrendered multiplied by (y) within the case of Frequent Inventory, the Honest
Market Worth per Warrant Share as of the Train Date, and, in all different instances, the worth thereof as of the Train Date decided
in accordance with clause (iii)(y) above.

 

(c)
Supply of Inventory Certificates. Upon receipt by the Firm of the Train Settlement, give up of this Warrant and cost of
the Combination Train Worth (in accordance with Part 3(a) hereof), the Firm shall, as promptly as practicable, and in any
occasion inside 5 (5) Enterprise Days thereafter, execute (or trigger to be executed) and ship (or trigger to be delivered) to the
Holder a certificates or certificates representing the Warrant Shares issuable upon such train, along with money in lieu of
any fraction of a share, as offered in Part 3(d) hereof. The inventory certificates or certificates so delivered shall be, to the
extent doable, in such denomination or denominations because the exercising Holder shall fairly request within the Train Settlement
and shall be registered within the title of the Holder or, topic to compliance with Part 7 beneath, such different Individual’s title
as shall be designated within the Train Settlement. This Warrant shall be deemed to have been exercised and such certificates or
certificates of Warrant Shares shall be deemed to have been issued, and the Holder or another Individual so designated to be named
therein shall be deemed to have develop into a holder of document of such Warrant Shares for all functions, as of the Train Date.

 

 

(d)
Fractional Shares. The Firm shall not be required to challenge a fractional Warrant Share upon train of any Warrant. As to any
fraction of a Warrant Share that the Holder would in any other case be entitled to buy upon such train, the Firm shall pay
to such Holder an quantity in money (by supply of a licensed or official financial institution test or by wire switch of instantly accessible
funds) equal to the product of (i) such fraction multiplied by (ii) the Honest Market Worth of 1 Warrant Share on the Train
Date.

 

(e)
Supply of New Warrant. Except the acquisition rights represented by this Warrant shall have expired or shall have been totally exercised,
the Firm shall, on the time of supply of the certificates or certificates representing the Warrant Shares being issued in
accordance with Part 3(c) hereof, ship to the Holder a brand new Warrant evidencing the rights of the Holder to buy the unexpired
and unexercised Warrant Shares known as for by this Warrant. Such new Warrant shall in all different respects be equivalent to this Warrant.

 

(f)
Legitimate Issuance of Warrant and Warrant Shares; Fee of Taxes. With respect to the train of this warrant, the Firm hereby
represents, covenants and agrees:

 

(i)
This Warrant is, and any Warrant issued in substitution for or alternative of this Warrant shall be, upon issuance, duly approved
and validly issued.

 

(ii)
All Warrant Shares issuable upon the train of this Warrant pursuant to the phrases hereof shall be, upon issuance, and the Firm
shall take all such actions as could also be crucial or acceptable so that such Warrant Shares are, validly issued, totally paid
and non-assessable, issued with out violation of any preemptive or related rights of any stockholder of the Firm and free and
away from all taxes, liens and fees.

 

(iii)
The Firm shall take all such actions as could also be crucial to make sure that all such Warrant Shares are issued with out violation
by the Firm of any relevant legislation or governmental regulation or any necessities of any home securities alternate upon which
shares of Frequent Inventory or different securities constituting Warrant Shares could also be listed on the time of such train (apart from
official discover of issuance which shall be instantly delivered by the Firm upon every such issuance).

 

 

(iv)
The Firm shall use its finest efforts to trigger the Warrant Shares, instantly upon such train, to be listed on any home
securities alternate upon which shares of Frequent Inventory or different securities constituting Warrant Shares are listed on the time of
such train.

 

(v)
The Firm shall pay all bills in reference to, and all taxes and different governmental fees which may be imposed with respect
to, the issuance or supply of Warrant Shares upon train of this Warrant; offered, that the Firm shall not be required
to pay any tax or governmental cost which may be imposed with respect to any relevant withholding or the issuance or supply
of the Warrant Shares to any Individual aside from the Holder, and no such issuance or supply shall be made except and till the
Individual requesting such issuance has paid to the Firm the quantity of any such tax, or has established to the satisfaction of
the Firm that such tax has been paid.

 

(g)
Conditional Train. However another provision hereof, if an train of any portion of this Warrant is to be made
in reference to a public providing or a sale of the Firm (pursuant to a merger, sale of inventory, or in any other case), such train
might on the election of the Holder be conditioned upon the consummation of such transaction, wherein case such train shall
not be deemed to be efficient till instantly previous to the consummation of such transaction.

 

(h)
Reservation of Shares. Through the Train Interval, the Firm shall always reserve and maintain accessible out of its approved
however unissued Frequent Inventory or different securities constituting Warrant Shares, solely for the aim of issuance upon the train
of this Warrant, the utmost variety of Warrant Shares issuable upon the train of this Warrant, and the par worth per Warrant
Share shall always be lower than or equal to the relevant Train Worth. The Firm shall not improve the par worth
of any Warrant Shares receivable upon the train of this Warrant above the Train Worth then in impact and shall take all
such actions as could also be crucial or acceptable so that the Firm might validly and legally challenge totally paid and nonassessable
shares of Frequent Inventory upon the train of this Warrant.

 

 

4.
Adjustment to Train Worth and Variety of Warrant Shares. With the intention to forestall dilution of the acquisition rights granted
below this Warrant, the Train Worth and the variety of Warrant Shares issuable upon train of this Warrant shall be topic
to adjustment every so often as offered on this Part 4 (in every case, after bearing in mind any prior changes
pursuant to this Part 4).

 

(a)
Adjustment to Train Worth and Warrant Shares Upon Dividend, Subdivision or Mixture of Frequent Inventory. If the Firm shall,
at any time or every so often after the Unique Situation Date, (i) pay a dividend or make another distribution upon the Frequent
Inventory or another capital inventory of the Firm payable in shares of Frequent Inventory or in Choices or Convertible Securities, or
(ii) subdivide (by any inventory cut up, recapitalization or in any other case) its excellent shares of Frequent Inventory right into a higher quantity
of shares, the Train Worth in impact instantly previous to any such dividend, distribution or subdivision shall be proportionately
decreased and the variety of Warrant Shares issuable upon train of this Warrant shall be proportionately elevated. If the Firm
at any time combines (by mixture, reverse inventory cut up or in any other case) its excellent shares of Frequent Inventory right into a smaller
variety of shares, the Train Worth in impact instantly previous to such mixture shall be proportionately elevated and the
variety of Warrant Shares issuable upon train of this Warrant shall be proportionately decreased. Any adjustment below this
Part 4(a) shall develop into efficient on the shut of enterprise on the date the dividend, subdivision or mixture turns into efficient.

 

(b)
Adjustment to Train Worth and Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Within the occasion of
any (i) capital reorganization of the Firm, (ii) reclassification of the inventory of the Firm (aside from a change in par worth
or from par worth to no par worth or from no par worth to par worth or on account of a inventory dividend or subdivision, split-up
or mixture of shares), (iii) consolidation or merger of the Firm with or into one other Individual, (iv) sale of all or considerably
the entire Firm’s belongings to a different Individual or (v) different related transaction (aside from any such transaction coated
by Part 4(a)), in every case which entitles the holders of Frequent Inventory to obtain (both immediately or upon subsequent liquidation)
inventory, securities or belongings with respect to or in alternate for Frequent Inventory, every Warrant shall, instantly after such reorganization,
reclassification, consolidation, merger, sale or related transaction, stay excellent and shall thereafter, in lieu of or in
addition to (because the case could also be) the variety of Warrant Shares then exercisable below this Warrant, be exercisable for the sort
and variety of shares of inventory or different securities or belongings of the Firm or of the successor Individual ensuing from such transaction
to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or related
transaction if the Holder had exercised this Warrant in full instantly previous to the time of such reorganization, reclassification,
consolidation, merger, sale or related transaction and purchased the relevant variety of Warrant Shares then issuable hereunder
on account of such train (with out making an allowance for any limitations or restrictions on the exercisability of this Warrant);
and, in such case, acceptable adjustment (in kind and substance passable to the Holder) shall be made with respect to the
Holder’s rights below this Warrant to insure that the provisions of this Part 4 hereof shall thereafter be relevant,
as practically as doable, to this Warrant in relation to any shares of inventory, securities or belongings thereafter acquirable upon train
of this Warrant (together with, within the case of any consolidation, merger, sale or related transaction wherein the successor or buying
Individual is aside from the Firm, a direct adjustment within the Train Worth to the worth per share for the Frequent Inventory mirrored
by the phrases of such consolidation, merger, sale or related transaction, and a corresponding fast adjustment to the quantity
of Warrant Shares acquirable upon train of this Warrant with out regard to any limitations or restrictions on train, if the
worth so mirrored is lower than the Train Worth in impact instantly previous to such consolidation, merger, sale or related
transaction). The provisions of this Part 4(6) shall equally apply to successive reorganizations, reclassifications, consolidations,
mergers, gross sales or related transactions. The Firm shall not impact any such reorganization, reclassification, consolidation,
merger, sale or related transaction except, previous to the consummation thereof, the successor Individual (if aside from the Firm)
ensuing from such reorganization, reclassification, consolidation, merger, sale or related transaction, shall assume, by written
instrument considerably related in kind and substance to this Warrant and passable to the Holder, the duty to ship
to the Holder such shares of inventory, securities or belongings which, in accordance with the foregoing provisions, such Holder shall
be entitled to obtain upon train of this Warrant. However something on the contrary contained herein, with respect
to any company occasion or different transaction contemplated by the provisions of this Part 4(6), the Holder shall have the suitable
to elect previous to the consummation of such occasion or transaction, to offer impact to the train rights contained in Part 2
as an alternative of giving impact to the provisions contained on this Part 4(6) with respect to this Warrant.

 

 

(c)
Sure Occasions. If any occasion of the sort contemplated by the provisions of this Part 4 however not expressly offered for by such
provisions happens, then the Board shall make an acceptable adjustment within the Train Worth and the variety of Warrant Shares
issuable upon train of this Warrant in order to guard the rights of the Holder in a way in step with the provisions of
this Part 4; offered, that no such adjustment pursuant to this Part 4(c) shall improve the Train Worth or lower
the variety of Warrant Shares issuable as in any other case decided pursuant to this Part 4.

 

(d)
Certificates as to Adjustment.

 

(i)
As promptly as fairly practicable following any adjustment of the Train Worth, however in any occasion not later than twenty (20)
Enterprise Days thereafter, the Firm shall furnish to the Holder a certificates of an government officer setting forth in cheap
element such adjustment and the information upon which it’s primarily based and certifying the calculation thereof.

 

(ii)
As promptly as fairly practicable following the receipt by the Firm of a written request by the Holder, however in any
occasion not later than twenty (20) Enterprise Days thereafter, the Firm shall furnish to the Holder a certificates of an
government officer certifying the Train Worth then in impact and the variety of Warrant Shares or the quantity, if any, of
different shares of inventory, securities or belongings then issuable upon train of the Warrant.

 

 

(e)
Notices. Within the occasion:

 

(i)
that the Firm shall take a document of the holders of its Frequent Inventory (or different capital inventory or securities on the time issuable
upon train of the Warrant) for the aim of entitling or enabling them to obtain any dividend or different distribution, to
vote at a gathering (or by written consent), to obtain any proper to subscribe for or buy any shares of capital inventory
of any class or another securities, or to obtain another safety; or

 

(ii)
of any capital reorganization of the Firm, any reclassification of the Frequent Inventory of the Firm, any consolidation or merger
of the Firm with or into one other Individual, or sale of all or considerably the entire Firm’s belongings to a different Individual;
or

 

(iii)
of the voluntary or involuntary dissolution, liquidation or winding- up of the Firm; then, and in every such case, the Firm
shall ship or trigger to be despatched to the Holder no less than twenty (20) Enterprise Days previous to the relevant document date or the
relevant anticipated efficient date, because the case could also be, for the occasion, a written discover specifying, because the case could also be, (A) the
document date for such dividend, distribution, assembly or consent or different proper or motion, and an outline of such dividend,
distribution or different proper or motion to be taken at such assembly or by written consent, or (B) the efficient date on which such
reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is propo’sed to take
place, and the date, if any is to be fastened, as of which the books of the Firm shall shut or a document shall be taken with respect
to which the holders of document of Frequent Inventory (or such different capital inventory or securities on the time issuable upon train of the
Warrant) shall be entitled to alternate their shares of Frequent Inventory (or such different capital inventory or securities) for securities or
different property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, and the quantity per share and character of such alternate relevant to the Warrant and the Warrant Shares.

 

5.
Buy Rights. Along with any changes pursuant to Part 4 above, if at any time the Firm grants, points
or sells any shares of Frequent Inventory, Choices, Convertible Securities or rights to buy inventory, warrants, securities or different
property professional rata to the document holders of Frequent Inventory (the “Buy Rights”), then the Holder shall be entitled
to accumulate, upon the phrases relevant to such Buy Rights, the combination Buy Rights which the Holder would have acquired
if the Holder had held the variety of Warrant Shares acquirable upon full train of this Warrant instantly earlier than the date
on which a document is taken for the grant, issuance or sale of such Buy Rights, or, if no such document is taken, the date as
of which the document holders of Frequent Inventory are to be decided for the grant, challenge or sale of such Buy Rights. Something
herein on the contrary however, the Holder shall not be entitled to the Buy Rights granted herein with respect to
any Excluded Issuance.

 

 

6.
Minimal Assured Sale Worth.

 

(a)
However something on the contrary herein or in any other case. the Firm ensures to Holder that the gross sale value of the Warrant
Shares offered by Holder shall be no much less. on common. than $1.50 per Warrant Share (the “Minimal Assured Sale Worth”).

 

(b)
The precise gross sale value obtained by Holder on the sale of the Warrant Shares shall be calculated on the sooner of (i) 15 April 2023:
or (ii) the date on which the final Warrant Share is offered.

 

(c)
If, for any motive. Holder receives lower than Minimal Assured Sale Worth on the sale of Warrant Shares. the Firm will. inside two
(2) Enterprise Days. challenge to Holder shares of Frequent Inventory. valued at Honest Market Worth. in such quantity such that Holder has obtained
the Minimal Assured Sale Worth.

 

(d)
This obligation of the Firm shall terminate on 15 April 2023.

 

(e)
By the use of instance. if on 20 April 2022: (x) Holder sells the final Warrant Share issued hereunder: (y) the full gross quantity obtained
by Holder for the sale of all of the Warrant Shares is $2,000.000 (i.e. $1 per Warrant Share): and (z) the Honest Market Worth of the Firm
Frequent Inventory is $1: then previous to the top of enterprise on 22 April 2022. the Firm will challenge Holder 1,000.000 shares of Frequent Inventory.
which can lead to a deemed internet revenue of $.2.500,000 to the Holder.

 

7.
Switch of Warrant. Topic to the switch situations referred to within the legend endorsed hereon, this Warrant and all
rights hereunder are transferable, in entire or partly, by the Holder with out cost to the Holder, upon give up of this Warrant
to the Firm at its then principal government places of work with a correctly accomplished and duly executed Task within the kind hooked up
hereto as Exhibit B, along with funds ample to pay any switch taxes described in Part 3(f)(v) in connection
with the making of such switch. Upon such compliance, give up and supply and, if required, such cost, the Firm shall
execute and ship a brand new Warrant or Warrants within the title of the assignee or assignees and within the denominations laid out in such
instrument of project, and shall challenge to the assignor a brand new Warrant evidencing the portion of this Warrant, if any, not so
assigned and this Warrant shall promptly be cancelled.

 

 

8.
Holder Not Deemed a Stockholder: Limitations on Legal responsibility. Besides as in any other case particularly offered herein, previous to the
issuance to the Holder of the Warrant Shares to which the Holder is then entitled to obtain upon the due train of this Warrant,
the Holder shall not be entitled to vote or obtain dividends or be deemed the holder of shares of capital inventory of the Firm
for any goal, nor shall something contained on this Warrant be construed to confer upon the Holder, as such, any of the rights
of a stockholder of the Firm or any proper to vote, give or withhold consent to any company motion (whether or not any reorganization,
challenge of inventory, reclassification of inventory, consolidation, merger, conveyance or in any other case), obtain discover of conferences, obtain
dividends or subscription rights, or in any other case. As well as, nothing contained on this Warrant shall be construed as imposing
any liabilities on the Holder to buy any securities (upon train of this Warrant or in any other case) or as a stockholder of the
Firm, whether or not such liabilities are asserted by the Firm or by collectors of the Firm. However this Part 8,
the Firm shall present the Holder with copies of the identical notices and different info given to the stockholders of the Firm
typically, contemporaneously with the giving thereof to the stockholders.

 

9.
Alternative on Loss: Division and Mixture.

 

(a)
Alternative of Warrant on Loss. Upon receipt of proof fairly passable to the Firm of the loss, theft, destruction
or mutilation of this Warrant and upon supply of an indemnity fairly passable to it (it being understood {that a} written
indemnification settlement or affidavit of lack of the Holder shall be a ample indemnity) and, in case of mutilation, upon
give up of such Warrant for cancellation to the Firm, the Firm at its personal expense shall execute and ship to the Holder,
in lieu hereof, a brand new Warrant of like tenor and exercisable for an equal variety of Warrant Shares because the Warrant so misplaced,
stolen, mutilated or destroyed; offered, that, within the case of mutilation, no indemnity shall be required if this Warrant in identifiable
kind is surrendered to the Firm for cancellation.

 

(b)
Division and Mixture of Warrant. Topic to compliance with the relevant provisions of this Warrant as to any switch or
different project which can be concerned in such division or mixture, this Warrant could also be divided or, following any such division
of this Warrant, subsequently mixed with different Warrants, upon the give up of this Warrant or Warrants to the Firm at its
then principal government places of work, along with a written discover specifying the names and denominations wherein new Warrants
are to be issued, signed by the respective Holders or their brokers or attorneys. Topic to compliance with the relevant provisions
of this Warrant as to any switch or project which can be concerned in such division or mixture, the Firm shall at its
personal expense execute and ship a brand new Warrant or Warrants in alternate for the Warrant or Warrants so surrendered in accordance
with such discover. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable
within the mixture for an equal variety of Warrant Shares because the Warrant or Warrants so surrendered in accordance with such
discover.

 

 

10.
No Impairment. The Firm shall not, by modification of its Certificates of Incorporation or Bylaws, or by means of any reorganization,
switch of belongings, consolidation, merger, dissolution, challenge or sale of securities, or another voluntary motion, keep away from or search
to keep away from the observance or efficiency of any of the phrases to be noticed or carried out by it hereunder, however shall always
in good religion help within the finishing up of all of the provisions of this Warrant and within the taking of all such motion as might fairly
be requested by the Holder with the intention to shield the train rights of the Holder towards dilution or different impairment, constant
with the tenor and goal of this Warrant.

 

11.
Compliance with the Securities Act.

 

(a)
Settlement to Adjust to the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to conform in all respects
with the provisions of this Part 11 and the restrictive legend necessities set forth on the face of this Warrant and additional
agrees that such Holder shall not provide, promote or in any other case eliminate this Warrant or any Warrant Shares to be issued upon train
hereof besides below circumstances that won’t lead to a violation of the Securities Act of 1933, as amended (the “Securities
Act”). This Warrant and all Warrant Shares issued upon train of this Warrant (except registered below the Securities
Act) shall be stamped or imprinted with a legend in considerably the next kind:

 

“THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE
UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND,
IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL. II

 

(b)
Representations of the Holder. In reference to the issuance of this Warrant, the Holder particularly represents, as of the
date hereof, to the Firm by acceptance of this Warrant as follows:

 

(i)
The Holder is an “accredited investor” as outlined in Rule 501(a) of Regulation D promulgated below the Securities
Act. The Holder is buying this Warrant and the Warrant Shares to be issued upon train hereof for funding for its personal
account and never with a view in direction of, or for resale in reference to, the general public sale or distribution of this Warrant or the
Warrant Shares, besides pursuant to gross sales registered or exempted below the Securities Act.

 

 

(ii)
The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon train hereof are “restricted
securities” below the federal securities legal guidelines inasmuch as they’re being acquired from the Firm in a transaction not
involving a public providing and that, below such legal guidelines and relevant laws, such securities could also be resold with out registration
below the Securities Act solely in sure restricted circumstances. As well as, the Holder represents that it’s accustomed to Rule
144 below the Securities Act, as presently in impact, and understands the resale limitations imposed thereby and by the Securities
Act.

 

(iii)
The Holder acknowledges that it could possibly bear the financial and monetary danger of its funding for an indefinite interval, and has such
data and expertise in monetary or enterprise issues that it’s able to evaluating the deserves and dangers of the funding
within the Warrant and the Warrant Shares. The Holder has had a possibility to ask questions and obtain solutions from the Firm
relating to the phrases and situations of the providing of the Warrant and the enterprise, properties, prospects and monetary situation
of the Firm.

 

12.
Warrant Register. The Firm shall maintain and correctly keep at its principal government places of work books for the registration
of the Warrant and any transfers thereof. The Firm might deem and deal with the Individual in whose title the Warrant is registered on
such register because the Holder thereof for all functions, and the Firm shall not be affected by any discover on the contrary, besides
any project, division, mixture or different switch of the Warrant effected in accordance with the provisions of this Warrant.

 

13.
Notices. All notices, calls for, requests, consents, approvals, and different communications required or permitted hereunder
shall be in writing and, except in any other case specified herein, shall be (i) personally served, (ii) deposited within the mail, registered
or licensed, return receipt requested, postage pay as you go, (iii) delivered by respected air courier service with fees pay as you go,
or (iv) transmitted by hand supply, telegram, or facsimile, addressed as set forth within the Preamble above or to such different tackle
as such social gathering shall have specified most lately by written discover. Any discover or different communication required or permitted to
be given hereunder shall be deemed efficient (a) upon hand supply or supply by facsimile, with correct affirmation generated
by the transmitting facsimile machine, on the tackle or quantity designated beneath (if delivered on a Enterprise Day throughout regular
enterprise hours the place such discover is to be obtained), or the primary Enterprise Day following such supply (if delivered aside from
on a Enterprise Day throughout regular enterprise hours the place such discover is to be obtained) or (b) on the second Enterprise Day following
the date of mailing by respected courier service, totally pay as you go, addressed to such tackle, or upon precise receipt of such mailing,
whichever shall first happen. Any social gathering hereto might every so often change its tackle for notices below this Part by giving
no less than ten (10) days’ prior written discover of such modified tackle or facsimile quantity to the opposite social gathering hereto.

 

 

14.
Cumulative Treatments. Besides to the extent expressly offered in Part 8 on the contrary, the rights and treatments offered
on this Warrant are cumulative and will not be unique of, and are along with and never in substitution for, another rights
or treatments accessible at legislation, in fairness or in any other case.

 

15.
Equitable Aid. Every of the Firm and the Holder acknowledges {that a} breach or threatened breach by such social gathering of any
of its obligations below this Warrant might give rise to irreparable hurt to the opposite social gathering hereto for which financial damages might
not be an enough treatment and hereby agrees that within the occasion of a breach or a threatened breach by such social gathering of any such obligations,
the opposite social gathering hereto shall, along with any and all different rights and treatments which may be accessible to it in respect of such
breach, be entitled to hunt equitable aid, together with a restraining order, an injunction, particular efficiency and another
aid which may be accessible from a court docket of competent jurisdiction.

 

16.
Total Settlement. This Warrant and the Mortgage Settlement, along with the Mortgage Paperwork (as outlined within the Mortgage Settlement),
constitutes the only and full settlement of the events to this Warrant with respect to the subject material contained herein,
and supersedes all prior and contemporaneous understandings and agreements, each written and oral, with respect to such topic
matter.

 

17.
Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the profit
of the events hereto and the successors of the Firm and the successors and permitted assigns of the Holder. Such successors
and/or permitted assigns of the Holder shall be deemed to be a Holder for all functions hereunder.

 

18.
No Third-Social gathering Beneficiaries. This Warrant is for the only advantage of the Firm and the Holder and their respective successors
and, within the case of the Holder, permitted assigns and nothing herein, categorical or implied, is meant to or shall confer upon
another Individual any authorized or equitable proper, profit or treatment of any nature in any respect, below or by motive of this Warrant.

 

19.
Headings. The headings on this Warrant are for reference solely and shall not have an effect on the interpretation of this Warrant.

 

20.
Modification and Modification: Waiver. Besides as in any other case offered herein, this Warrant might solely be amended, modified or
supplemented by an settlement in writing signed by every social gathering hereto. No waiver by the Firm or the Holder of any of the provisions
hereof shall be efficient except explicitly set forth in writing and signed by the social gathering so waiving. No waiver by any social gathering shall
function or be construed as a waiver in respect of any failure, breach or default not expressly recognized by such written waiver,
whether or not of an analogous or totally different character, and whether or not occurring earlier than or after that waiver. No failure to train, or delay
in exercising, any rights, treatment, energy or privilege arising from this Warrant shall function or be construed as a waiver thereof;
nor shall any single or partial train of any proper, treatment, energy or privilege hereunder preclude another or additional train
thereof or the train of another proper, treatment, energy or privilege.

 

 

21.
Severability. If any time period or prov1s1on of this Warrant is invalid, unlawful or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not have an effect on another time period or provision of this Warrant or invalidate or render unenforceable
such time period or provision in another jurisdiction.

 

22.
Governing Legislation. This Warrant shall be ruled by and construed in accordance with the interior legal guidelines of the State of Wyoming
with out giving impact to any alternative or battle of legislation provision or rule (whether or not of the State of Wyoming or another jurisdiction)
that will trigger the appliance of legal guidelines of any jurisdiction aside from these of the State of Wyoming.

 

23.
Submission to Jurisdiction. Any authorized go well with, motion or continuing arising out of or primarily based upon this Warrant or the transactions
contemplated hereby could also be instituted within the federal courts of america of America or the courts of the State of Wyoming
in every case situated within the and County of Cheyenne, and every social gathering irrevocably submits to the unique jurisdiction of such courts
in any such go well with, motion or continuing. Service of course of, summons, discover or different doc by licensed or registered mail
to such social gathering’s tackle set forth herein shall be efficient service of course of for any go well with, motion or different continuing
introduced in any such court docket. The events irrevocably and unconditionally waive any objection to the laying of venue of any go well with,
motion or any continuing in such courts and irrevocably waive and agree to not plead or declare in any such court docket that any such
go well with, motion or continuing introduced in any such court docket has been introduced in an inconvenient discussion board.

 

24.
Waiver of Jury Trial. Every social gathering acknowledges and agrees that any controversy which can come up below this Warrant is probably going
to contain sophisticated and tough points and, due to this fact, every such social gathering irrevocably and unconditionally waives any proper it
might must a trial by jury in respect of any authorized motion arising out of or referring to this Warrant or the transactions contemplated
hereby.

 

25.
Counterparts. This Warrant could also be executed in counterparts, every of which shall be deemed an authentic, however all of which
collectively shall be deemed to be one and the identical settlement. A signed copy of this Warrant delivered by facsimile, e-mail or different
technique of digital transmission shall be deemed to have the identical authorized impact as supply of an authentic signed copy of this
Warrant.

 

26.
No Strict Building. This Warrant shall be construed with out regard to any presumption or rule requiring development
or interpretation towards the social gathering drafting an instrument or inflicting any instrument to be drafted.

 

Signature
web page follows.

 

 

IN
WITNESS WHEREOF, the Firm has duly executed this Warrant on the Unique Situation Date.

 

 
SLINGER
BAG, INC., a Nevada company 
 
  
By:
  
Identify:
Mike
Ballardie 
Title:
Chief
Govt Officer 

Accepted
and agreed,

 

SB
Invesco LLC
  
 
 By:
Chessler
Holdings, LLC
 Its:
Supervisor
  
 
 By:
 
 Identify:

David
Chessler
 Title:
Chief
Govt Officer
  

 

WARRANT

 

THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE
UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND,
IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

 

Warrant
Certificates No.:

 

Unique
Situation Date: 15 April 2021

 

FOR
VALUE RECEIVED, Slinger Bag, Inc., a Nevada company (the “Firm”), hereby certifies that Chessler Holdings LLC,
a Wyoming restricted legal responsibility firm, or its registered assigns (the “Holder”) is entitled to buy from the Firm
TWO HUNDRED THOUSAND (200,000) duly approved, validly issued, totally paid and nonassessable shares of Frequent Inventory at a purchase order
value per share of $0.25 (topic to adjustment as offered herein, the “Train Worth”), all topic to the phrases,
situations and changes set forth beneath on this Warrant. Sure capitalized phrases used herein are outlined in Part 1 hereof.

 

This
Warrant has been issued pursuant to the phrases of the Enterprise Mortgage and Safety Settlement, dated as of even date herewith (the
“Mortgage Settlement”), between the Firm and the Holder.

 

1.
Definitions. As used on this Warrant, the next phrases have the respective meanings set forth beneath:

 

“Combination
Train Worth” means an quantity equal to the product of (a) the variety of Warrant Shares in respect of which this Warrant
is then being exercised pursuant to Part 3 hereof, multiplied by (b) the Train Worth in impact as of the Train Date in
accordance with the phrases of this Warrant.

 

“Board
” means the board of administrators of the Firm.

 

“Enterprise
Day” means any day, besides a Saturday, Sunday or authorized vacation, on which banking establishments within the metropolis of Ann Arbor,
Michigan are approved or obligated by legislation or government order to shut.

 

 

“Frequent
Inventory” means the widespread inventory, par worth $0.001 per share, of the Firm, and any capital inventory into which such Frequent
Inventory shall have been transformed, exchanged or reclassified following the date hereof.

 

“Frequent
Inventory Deemed Excellent” means, at any given time, the variety of shares of Frequent Inventory truly excellent at such time.

 

“Firm”
has the which means set forth within the preamble.

 

“Convertible
Securities” means any securities (immediately or not directly) convertible into or exchangeable for Frequent Inventory, however excluding
Choices.

 

“Excluded
Issuances” means any issuance or sale (or deemed issuance or sale) by the Firm after the Unique Situation Date
of: (a) shares of Frequent Inventory issued upon the train of this Warrant; (b) shares of Frequent Inventory (as such variety of shares
is equitably adjusted for subsequent inventory splits, inventory mixtures, inventory dividends and recapitalizations) issued immediately
or upon the train of Choices to administrators, officers, workers, or consultants of the Firm in reference to their service
as administrators of the Firm, their employment by the Firm or their retention as consultants by the Firm, in every case approved
by the Board and issued pursuant to the Firm’s service agreements with such individuals and/or the Firm’s World
Share Incentive Plan (2020) (together with all such shares of Frequent Inventory and Choices excellent previous to the Unique Situation Date);
or Convertible Securities issued previous to the Unique Situation Date, offered that such securities will not be amended after the date
hereof to extend the variety of shares of Frequent Inventory issuable thereunder or to decrease the train or conversion value thereof.

 

“Train
Date” means, for any given train of this Warrant, the date on which the situations to such train as set forth in Part
3 shall have been glad at or prior to five:00 p.m., Wyoming time, on a Enterprise Day, together with, with out limitation, the receipt
by the Firm of the Train Settlement, the Warrant and the Combination Train Worth.

 

“Train
Settlement” has the which means set forth in Part 3(a)(i).

 

“Train
Interval” has the which means set forth in Part 2.

 

“Train
Worth” has the which means set forth within the preamble.

 

 

“Honest
Market Worth” means, as of any specific date: (a) the quantity weighted common of the closing gross sales costs of the Frequent
Inventory for such day on all home securities exchanges on which the Frequent Inventory might on the time be listed; (b) if there have
been no gross sales of the Frequent Inventory on any such alternate on any such day, the common of the very best bid and lowest requested costs
for the Frequent Inventory on all such exchanges on the finish of such day; (c) if on any such day the Frequent Inventory will not be listed on a
home securities alternate, the closing gross sales value of the Frequent Inventory as quoted on the OTC Bulletin Board, the Pink OTC Markets
or related citation system or affiliation for such day; or (d) if there have been no gross sales of the Frequent Inventory on the OTC Bulletin
Board, the Pink OTC Markets or related citation system or affiliation on such day, the common of the very best bid and lowest
requested costs for the Frequent Inventory quoted on the OTC Bulletin Board, the Pink OTC Markets or related citation system or affiliation
on the finish of such day; in every case, averaged over twenty (20) consecutive Enterprise Days ending on the Enterprise Day instantly
previous to the day as of which “Honest Market Worth” is being decided; offered, that if the Frequent Inventory is
listed on any home securities alternate, the time period “Enterprise Day” as used on this sentence means Enterprise Days on
which such alternate is open for buying and selling. If at any time the Frequent Inventory will not be listed on any home securities alternate or
quoted on the OTC Bulletin Board, the Pink OTC Markets or related citation system or affiliation, the “Honest Market Worth”
of the Frequent Inventory shall be the truthful market worth per share as decided collectively by the Board and the Holder[; offered, that
if the Board and the Holder are unable to agree on the truthful market worth per share of the Frequent Inventory inside an affordable interval
of time (to not exceed 10 days from the Firm’s receipt of the Train Settlement), such truthful market worth shall be decided
by a mutually agreeable funding banking, accounting or valuation agency. The willpower of such agency shall be ultimate and conclusive,
and the charges and bills of such valuation agency shall be borne equally by the Firm and the Holder.

 

“Holder”
has the which means set forth within the preamble.

 

“Minimal
Assured Sale Worth” has the which means set forth in Part 6.

 

“Choices”
means any warrants or different rights or choices to subscribe for or buy Frequent Inventory or Convertible Securities.

 

“Unique
Situation Date” means 15 April 2021, the date on which the Warrant was issued by the Firm pursuant to the Mortgage Settlement.

 

“Nasdaq”
means The NASDAQ Inventory Market LLC.

 

“OTC
Bulletin Board” means the Monetary Trade Regulatory Authority OTC Bulletin Board digital inter-dealer citation system.

 

“Individual”
means any particular person, sole proprietorship, partnership, restricted legal responsibility firm, company, three way partnership, belief, integrated
group or authorities or division or company thereof.

 

“Pink
OTC Markets” means the OTC Markets Group Inc. digital inter- supplier citation system, together with OTCQX, OTCQB and OTC Pink.

 

 

“Mortgage
Settlement” has the which means set forth within the preamble.

 

“Warrant”
means this Warrant and all warrants issued upon division or mixture of, or in substitution for, this Warrant.

 

“Warrant
Shares” means the shares of Frequent Inventory or different capital inventory of the Firm then purchasable upon train of this Warrant
in accordance with the phrases of this Warrant.

 

2.
Time period of Warrant. Topic to the phrases and situations hereof, at any time or every so often after the date hereof and
prior to five:00 p.m., Wyoming time, on 15 April 2023, or, if such day will not be a Enterprise Day, on the subsequent previous Enterprise Day
(the “Train Interval”), the Holder of this Warrant might train this Warrant for all or any a part of the Warrant Shares
purchasable hereunder (topic to adjustment as offered herein).

 

3.
Train of Warrant.

 

(a)
Train Process. This Warrant could also be exercised every so often on any Enterprise Day throughout the Train Interval, for all or
any a part of the unexercised Warrant Shares, upon:

 

(i)
give up of this Warrant to the Firm at its then principal government places of work (or an indemnification endeavor with respect
to this Warrant within the case of its loss, theft or destruction), along with an Train Settlement within the kind hooked up hereto
as Exhibit A (every, an “Train Settlement”), duly accomplished (together with specifying the variety of Warrant Shares to
be bought) and executed; and

 

(ii)
cost to the Firm of the Combination Train Worth in accordance with Part 3(6).

 

(b)
Fee of the Combination Train Worth. Fee of the Combination Train Worth shall be made, on the possibility of the Holder as
expressed within the Train Settlement, by the next strategies:

 

(i)
by supply to the Firm of a licensed or official financial institution test payable to the order of the Firm or by wire switch of instantly
accessible funds to an account designated in writing by the Firm, within the quantity of such Combination Train Worth;

 

 

(ii)
by instructing the Firm to challenge Warrant Shares then issuable upon train of all or any a part of this Warrant on a internet foundation
such that, with out cost of any money consideration or different instantly accessible funds, the Holder shall give up this Warrant
in alternate for the variety of Warrant Shares as is computed utilizing the next components:

 

The place:

 

X
= the variety of Warrant Shares to be issued to the Holder.

 

Y
= the full variety of Warrant Shares for which the Holder has elected to train this Warrant pursuant to Part 3(a).

 

A=
the Honest Market Worth of 1 Warrant Share as of the relevant Train Date.

 

B
= the Train Worth in impact below this Warrant as of the relevant Train Date.

 

X
= Y(A – B) ..,. A)

 

(iii)
by surrendering to the Firm (x) Warrant Shares beforehand acquired by the Holder with an mixture Honest Market Worth as of
the Train Date equal to such Combination Train Worth and/or (y) different securities of the Firm having a price as of the Train
Date equal to the Combination Train Worth (which worth within the case of debt securities shall be the principal quantity thereof plus
accrued and unpaid curiosity, within the case of most well-liked inventory shall be the liquidation worth thereof plus accrued and unpaid
dividends and within the case of shares of Frequent Inventory shall be the Honest Market Worth thereof); or

 

(iv)
any mixture of the foregoing.

 

In
the occasion of any withholding of Warrant Shares or give up of different fairness securities pursuant to clause (ii), (iii) or (iv)
above the place the variety of shares whose worth is the same as the Combination Train Worth will not be an entire quantity, the variety of shares
withheld by or surrendered to the Firm shall be rounded as much as the closest entire share and the Firm shall make a money cost
to the Holder (by supply of a licensed or official financial institution test or by wire switch of instantly accessible funds) primarily based on
the incremental fraction of a share being so withheld by or surrendered to the Firm in an quantity equal to the product of (x)
such incremental fraction of a share being so withheld or surrendered multiplied by (y) within the case of Frequent Inventory, the Honest
Market Worth per Warrant Share as of the Train Date, and, in all different instances, the worth thereof as of the Train Date decided
in accordance with clause (iii)(y) above.

 

(c)
Supply of Inventory Certificates. Upon receipt by the Firm of the Train Settlement, give up of this Warrant and cost of
the Combination Train Worth (in accordance with Part 3(a) hereof), the Firm shall, as promptly as practicable, and in any
occasion inside 5 (5) Enterprise Days thereafter, execute (or trigger to be executed) and ship (or trigger to be delivered) to the
Holder a certificates or certificates representing the Warrant Shares issuable upon such train, along with money in lieu of
any fraction of a share, as offered in Part 3(d) hereof. The inventory certificates or certificates so delivered shall be, to the
extent doable, in such denomination or denominations because the exercising Holder shall fairly request within the Train Settlement
and shall be registered within the title of the Holder or, topic to compliance with Part 7 beneath, such different Individual’s title
as shall be designated within the Train Settlement. This Warrant shall be deemed to have been exercised and such certificates or
certificates of Warrant Shares shall be deemed to have been issued, and the Holder or another Individual so designated to be named
therein shall be deemed to have develop into a holder of document of such Warrant Shares for all functions, as of the Train Date.

 

 

(d)
Fractional Shares. The Firm shall not be required to challenge a fractional Warrant Share upon train of any Warrant. As to any
fraction of a Warrant Share that the Holder would in any other case be entitled to buy upon such train, the Firm shall pay
to such Holder an quantity in money (by supply of a licensed or official financial institution test or by wire switch of instantly accessible
funds) equal to the product of (i) such fraction multiplied by (ii) the Honest Market Worth of 1 Warrant Share on the Train
Date.

 

(e)
Supply of New Warrant. Except the acquisition rights represented by this Warrant shall have expired or shall have been totally exercised,
the Firm shall, on the time of supply of the certificates or certificates representing the Warrant Shares being issued in
accordance with Part 3(c) hereof, ship to the Holder a brand new Warrant evidencing the rights of the Holder to buy the unexpired
and unexercised Warrant Shares known as for by this Warrant. Such new Warrant shall in all different respects be equivalent to this Warrant.

 

(f)
Legitimate Issuance of Warrant and Warrant Shares; Fee of Taxes. With respect to the train of this warrant, the Firm hereby
represents, covenants and agrees:

 

(i)
This Warrant is, and any Warrant issued in substitution for or alternative of this Warrant shall be, upon issuance, duly approved
and validly issued.

 

(ii)
All Warrant Shares issuable upon the train of this Warrant pursuant to the phrases hereof shall be, upon issuance, and the Firm
shall take all such actions as could also be crucial or acceptable so that such Warrant Shares are, validly issued, totally paid
and non-assessable, issued with out violation of any preemptive or related rights of any stockholder of the Firm and free and
away from all taxes, liens and fees.

 

(iii)
The Firm shall take all such actions as could also be crucial to make sure that all such Warrant Shares are issued with out violation
by the Firm of any relevant legislation or governmental regulation or any necessities of any home securities alternate upon which
shares of Frequent Inventory or different securities constituting Warrant Shares could also be listed on the time of such train (apart from
official discover of issuance which shall be instantly delivered by the Firm upon every such issuance).

 

 

(iv)
The Firm shall use its finest efforts to trigger the Warrant Shares, instantly upon such train, to be listed on any home
securities alternate upon which shares of Frequent Inventory or different securities constituting Warrant Shares are listed on the time of
such train.

 

(v)
The Firm shall pay all bills in reference to, and all taxes and different governmental fees which may be imposed with respect
to, the issuance or supply of Warrant Shares upon train of this Warrant; offered, that the Firm shall not be required
to pay any tax or governmental cost which may be imposed with respect to any relevant withholding or the issuance or supply
of the Warrant Shares to any Individual aside from the Holder, and no such issuance or supply shall be made except and till the
Individual requesting such issuance has paid to the Firm the quantity of any such tax, or has established to the satisfaction of
the Firm that such tax has been paid.

 

(g)
Conditional Train. However another provision hereof, if an train of any portion of this Warrant is to be made
in reference to a public providing or a sale of the Firm (pursuant to a merger, sale of inventory, or in any other case), such train
might on the election of the Holder be conditioned upon the consummation of such transaction, wherein case such train shall
not be deemed to be efficient till instantly previous to the consummation of such transaction.

 

(h)
Reservation of Shares. Through the Train Interval, the Firm shall always reserve and maintain accessible out of its approved
however unissued Frequent Inventory or different securities constituting Warrant Shares, solely for the aim of issuance upon the train
of this Warrant, the utmost variety of Warrant Shares issuable upon the train of this Warrant, and the par worth per Warrant
Share shall always be lower than or equal to the relevant Train Worth. The Firm shall not improve the par worth
of any Warrant Shares receivable upon the train of this Warrant above the Train Worth then in impact and shall take all
such actions as could also be crucial or acceptable so that the Firm might validly and legally challenge totally paid and nonassessable
shares of Frequent Inventory upon the train of this Warrant.

 

 

4.
Adjustment to Train Worth and Variety of Warrant Shares. With the intention to forestall dilution of the acquisition rights granted
below this Warrant, the Train Worth and the variety of Warrant Shares issuable upon train of this Warrant shall be topic
to adjustment every so often as offered on this Part 4 (in every case, after bearing in mind any prior changes
pursuant to this Part 4).

 

(a)
Adjustment to Train Worth and Warrant Shares Upon Dividend, Subdivision or Mixture of Frequent Inventory. If the Firm shall,
at any time or every so often after the Unique Situation Date, (i) pay a dividend or make another distribution upon the Frequent
Inventory or another capital inventory of the Firm payable in shares of Frequent Inventory or in Choices or Convertible Securities, or
(ii) subdivide (by any inventory cut up, recapitalization or in any other case) its excellent shares of Frequent Inventory right into a higher quantity
of shares, the Train Worth in impact instantly previous to any such dividend, distribution or subdivision shall be proportionately
decreased and the variety of Warrant Shares issuable upon train of this Warrant shall be proportionately elevated. If the Firm
at any time combines (by mixture, reverse inventory cut up or in any other case) its excellent shares of Frequent Inventory right into a smaller
variety of shares, the Train Worth in impact instantly previous to such mixture shall be proportionately elevated and the
variety of Warrant Shares issuable upon train of this Warrant shall be proportionately decreased. Any adjustment below this
Part 4(a) shall develop into efficient on the shut of enterprise on the date the dividend, subdivision or mixture turns into efficient.

 

(b)
Adjustment to Train Worth and Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Within the occasion of
any (i) capital reorganization of the Firm, (ii) reclassification of the inventory of the Firm (aside from a change in par worth
or from par worth to no par worth or from no par worth to par worth or on account of a inventory dividend or subdivision, split-up
or mixture of shares), (iii) consolidation or merger of the Firm with or into one other Individual, (iv) sale of all or considerably
the entire Firm’s belongings to a different Individual or (v) different related transaction (aside from any such transaction coated
by Part 4(a)), in every case which entitles the holders of Frequent Inventory to obtain (both immediately or upon subsequent liquidation)
inventory, securities or belongings with respect to or in alternate for Frequent Inventory, every Warrant shall, instantly after such reorganization,
reclassification, consolidation, merger, sale or related transaction, stay excellent and shall thereafter, in lieu of or in
addition to (because the case could also be) the variety of Warrant Shares then exercisable below this Warrant, be exercisable for the sort
and variety of shares of inventory or different securities or belongings of the Firm or of the successor Individual ensuing from such transaction
to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or related
transaction if the Holder had exercised this Warrant in full instantly previous to the time of such reorganization, reclassification,
consolidation, merger, sale or related transaction and purchased the relevant variety of Warrant Shares then issuable hereunder
on account of such train (with out making an allowance for any limitations or restrictions on the exercisability of this Warrant);
and, in such case, acceptable adjustment (in kind and substance passable to the Holder) shall be made with respect to the
Holder’s rights below this Warrant to insure that the provisions of this Part 4 hereof shall thereafter be relevant,
as practically as doable, to this Warrant in relation to any shares of inventory, securities or belongings thereafter acquirable upon train
of this Warrant (together with, within the case of any consolidation, merger, sale or related transaction wherein the successor or buying
Individual is aside from the Firm, a direct adjustment within the Train Worth to the worth per share for the Frequent Inventory mirrored
by the phrases of such consolidation, merger, sale or related transaction, and a corresponding fast adjustment to the quantity
of Warrant Shares acquirable upon train of this Warrant with out regard to any limitations or restrictions on train, if the
worth so mirrored is lower than the Train Worth in impact instantly previous to such consolidation, merger, sale or related
transaction). The provisions of this Part 4(b) shall equally apply to successive reorganizations, reclassifications, consolidations,
mergers, gross sales or related transactions. The Firm shall not impact any such reorganization, reclassification, consolidation,
merger, sale or related transaction except, previous to the consummation thereof, the successor Individual (if aside from the Firm)
ensuing from such reorganization, reclassification, consolidation, merger, sale or related transaction, shall assume, by written
instrument considerably related in kind and substance to this Warrant and passable to the Holder, the duty to ship
to the Holder such shares of inventory, securities or belongings which, in accordance with the foregoing provisions, such Holder shall
be entitled to obtain upon train of this Warrant. However something on the contrary contained herein, with respect
to any company occasion or different transaction contemplated by the provisions of this Part 4(b), the Holder shall have the suitable
to elect previous to the consummation of such occasion or transaction, to offer impact to the train rights contained in Part
2 as an alternative of giving impact to the provisions contained on this Part 4(b) with respect to this Warrant.

 

 

(c)
Sure Occasions. If any occasion of the sort contemplated by the provisions of this Part 4 however not expressly offered for by such
provisions happens, then the Board shall make an acceptable adjustment within the Train Worth and the variety of Warrant Shares
issuable upon train of this Warrant in order to guard the rights of the Holder in a way in step with the provisions of
this Part 4; offered, that no such adjustment pursuant to this Part 4(c) shall improve the Train Worth or lower
the variety of Warrant Shares issuable as in any other case decided pursuant to this Part 4.

 

(d)
Certificates as to Adjustment.

 

(i)
As promptly as fairly practicable following any adjustment of the Train Worth, however in any occasion not later than twenty (20)
Enterprise Days thereafter, the Firm shall furnish to the Holder a certificates of an government officer setting forth in cheap
element such adjustment and the information upon which it’s primarily based and certifying the calculation thereof.

 

(ii)
As promptly as fairly practicable following the receipt by the Firm of a written request by the Holder, however in any
occasion not later than twenty (20) Enterprise Days thereafter, the Firm shall furnish to the Holder a certificates of an
government officer certifying the Train Worth then in impact and the variety of Warrant Shares or the quantity, if any, of
different shares of inventory, securities or belongings then issuable upon train of the Warrant.

 

 

(e)
Notices. Within the occasion:

 

(i)
that the Firm shall take a document of the holders of its Frequent Inventory (or different capital inventory or securities on the time issuable
upon train of the Warrant) for the aim of entitling or enabling them to obtain any dividend or different distribution, to
vote at a gathering (or by written consent), to obtain any proper to subscribe for or buy any shares of capital inventory of any
class or another securities, or to obtain another safety; or

 

(ii)
of any capital reorganization of the Firm, any reclassification of the Frequent Inventory of the Firm, any consolidation or merger
of the Firm with or into one other Individual, or sale of all or considerably the entire Firm’s belongings to a different Individual;
or

 

(iii)
of the voluntary or involuntary dissolution, liquidation or winding- up of the Firm; then, and in every such case, the Firm
shall ship or trigger to be despatched to the Holder no less than twenty (20) Enterprise Days previous to the relevant document date or the
relevant anticipated efficient date, because the case could also be, for the occasion, a written discover specifying, because the case could also be, (A) the
document date for such dividend, distribution, assembly or consent or different proper or motion, and an outline of such dividend,
distribution or different proper or motion to be taken at such assembly or by written consent, or (B) the efficient date on which such
reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is proposed to happen, and
the date, if any is to be fastened, as of which the books of the Firm shall shut or a document shall be taken with respect to which
the holders of document of Frequent Inventory (or such different capital inventory or securities on the time issuable upon train of the Warrant)
shall be entitled to alternate their shares of Frequent Inventory (or such different capital inventory or securities) for securities or different
property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, and the quantity per share and character of such alternate relevant to the Warrant and the Warrant Shares.

 

5.
Buy Rights. Along with any changes pursuant to Part 4 above, if at any time the Firm grants, points
or sells any shares of Frequent Inventory, Choices, Convertible Securities or rights to buy inventory, warrants, securities or different
property professional rata to the document holders of Frequent Inventory (the “Buy Rights”), then the Holder shall be entitled
to accumulate, upon the phrases relevant to such Buy Rights, the combination Buy Rights which the Holder would have acquired
if the Holder had held the variety of Warrant Shares acquirable upon full train of this Warrant instantly earlier than the date
on which a document is taken for the grant, issuance or sale of such Buy Rights, or, if no such document is taken, the date as
of which the document holders of Frequent Inventory are to be decided for the grant, challenge or sale of such Buy Rights. Something
herein on the contrary however, the Holder shall not be entitled to the Buy Rights granted herein with respect to
any Excluded Issuance.

 

 

6.
Minimal Assured Sale Worth.

 

(a)
However something on the contrary herein or in any other case, the Firm ensures to Holder that the gross sale value of the
Warrant Shares offered by Holder shall be no much less, on common, than $1.50 per Warrant Share (the “Minimal Assured Sale Worth”).

 

(b)
The precise gross sale value obtained by Holder on the sale of the Warrant Shares shall be calculated on the sooner of (i) 15
April 2023; or (ii) the date on which the final Warrant Share is offered.

 

(c)
If, for any motive, Holder receives lower than Minimal Assured Sale Worth on the sale of Warrant Shares, the Firm will, inside
two (2) Enterprise Days, challenge to Holder shares of Frequent Inventory, valued at Honest Market Worth, in such quantity such that Holder has
obtained the Minimal Assured Sale Worth.

 

(d)
This obligation of the Firm shall terminate on 15 April 2023.

 

(e)
By the use of instance, if on 20 April 2022: (x) Holder sells the final Warrant Share issued hereunder; (y) the full gross quantity obtained
by Holder for the sale of all of the Warrant Shares is $200,000 (i.e., $1 per Warrant Share); and (z) the Honest Market Worth of the
Firm Frequent Inventory is $1; then previous to the top of enterprise on 22 April 2022, the Firm will challenge Holder 100,000 shares of
Frequent Inventory, which can lead to a deemed internet revenue of $250,000 to the Holder.

 

7.
Switch of Warrant. Topic to the switch situations referred to within the legend endorsed hereon, this Warrant and all
rights hereunder are transferable, in entire or partly, by the Holder with out cost to the Holder, upon give up of this Warrant
to the Firm at its then principal government places of work with a correctly accomplished and duly executed Task within the kind hooked up
hereto as Exhibit B, along with funds ample to pay any switch taxes described in Part 3(f)(v) in reference to
the making of such switch. Upon such compliance, give up and supply and, if required, such cost, the Firm shall execute
and ship a brand new Warrant or Warrants within the title of the assignee or assignees and within the denominations laid out in such instrument
of project, and shall challenge to the assignor a brand new Warrant evidencing the portion of this Warrant, if any, not so assigned and
this Warrant shall promptly be cancelled.

 

 

8.
Holder Not Deemed a Stockholder: Limitations on Legal responsibility. Besides as in any other case particularly offered herein, previous to the
issuance to the Holder of the Warrant Shares to which the Holder is then entitled to obtain upon the due train of this Warrant,
the Holder shall not be entitled to vote or obtain dividends or be deemed the holder of shares of capital inventory of the Firm
for any goal, nor shall something contained on this Warrant be construed to confer upon the Holder, as such, any of the rights
of a stockholder of the Firm or any proper to vote, give or withhold consent to any company motion (whether or not any reorganization,
challenge of inventory, reclassification of inventory, consolidation, merger, conveyance or in any other case), obtain discover of conferences, obtain
dividends or subscription rights, or in any other case. As well as, nothing contained on this Warrant shall be construed as imposing
any liabilities on the Holder to buy any securities (upon train of this Warrant or in any other case) or as a stockholder of the
Firm, whether or not such liabilities are asserted by the Firm or by collectors of the Firm. However this Part 8,
the Firm shall present the Holder with copies of the identical notices and different info given to the stockholders of the Firm
typically, contemporaneously with the giving thereof to the stockholders.

 

9.
Alternative on Loss: Division and Mixture.

 

(a)
Alternative of Warrant on Loss. Upon receipt of proof fairly passable to the Firm of the loss, theft, destruction
or mutilation of this Warrant and upon supply of an indemnity fairly passable to it (it being understood {that a} written
indemnification settlement or affidavit of lack of the Holder shall be a ample indemnity) and, in case of mutilation, upon
give up of such Warrant for cancellation to the Firm, the Firm at its personal expense shall execute and ship to the Holder,
in lieu hereof, a brand new Warrant of like tenor and exercisable for an equal variety of Warrant Shares because the Warrant so misplaced,
stolen, mutilated or destroyed; offered, that, within the case of mutilation, no indemnity shall be required if this Warrant in identifiable
kind is surrendered to the Firm for cancellation.

 

(b)
Division and Mixture of Warrant. Topic to compliance with the relevant provisions of this Warrant as to any switch or
different project which can be concerned in such division or mixture, this Warrant could also be divided or, following any such division
of this Warrant, subsequently mixed with different Warrants, upon the give up of this Warrant or Warrants to the Firm at its
then principal government places of work, along with a written discover specifying the names and denominations wherein new Warrants
are to be issued, signed by the respective Holders or their brokers or attorneys. Topic to compliance with the relevant provisions
of this Warrant as to any switch or project which can be concerned in such division or mixture, the Firm shall at its
personal expense execute and ship a brand new Warrant or Warrants in alternate for the Warrant or Warrants so surrendered in accordance
with such discover. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable
within the mixture for an equal variety of Warrant Shares because the Warrant or Warrants so surrendered in accordance with such
discover.

 

 

10.
No Impairment. The Firm shall not, by modification of its Certificates of Incorporation or Bylaws, or by means of any reorganization,
switch of belongings, consolidation, merger, dissolution, challenge or sale of securities, or another voluntary motion, keep away from or search
to keep away from the observance or efficiency of any of the phrases to be noticed or carried out by it hereunder, however shall always
in good religion help within the finishing up of all of the provisions of this Warrant and within the taking of all such motion as might fairly
be requested by the Holder with the intention to shield the train rights of the Holder towards dilution or different impairment, constant
with the tenor and goal of this Warrant.

 

11.
Compliance with the Securities Act.

 

(a)
Settlement to Adjust to the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to conform in all respects
with the provisions of this Part 11 and the restrictive legend necessities set forth on the face of this Warrant and additional
agrees that such Holder shall not provide, promote or in any other case eliminate this Warrant or any Warrant Shares to be issued upon train
hereof besides below circumstances that won’t lead to a violation of the Securities Act of 1933, as amended (the “Securities
Act”). This Warrant and all Warrant Shares issued upon train of this Warrant (except registered below the Securities
Act) shall be stamped or imprinted with a legend in considerably the next kind:

 

“THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE
UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND,
IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL. II

 

(b)
Representations of the Holder. In reference to the issuance of this Warrant, the Holder particularly represents, as of the
date hereof, to the Firm by acceptance of this Warrant as follows:

 

(i)
The Holder is an “accredited investor” as outlined in Rule 501(a) of Regulation D promulgated below the Securities
Act. The Holder is buying this Warrant and the Warrant Shares to be issued upon train hereof for funding for its personal
account and never with a view in direction of, or for resale in reference to, the general public sale or distribution of this Warrant or the
Warrant Shares, besides pursuant to gross sales registered or exempted below the Securities Act.

 

 

(ii)
The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon train hereof are “restricted
securities” below the federal securities legal guidelines inasmuch as they’re being acquired from the Firm in a transaction not
involving a public providing and that, below such legal guidelines and relevant laws, such securities could also be resold with out registration
below the Securities Act solely in sure restricted circumstances. As well as, the Holder represents that it’s accustomed to Rule
144 below the Securities Act, as presently in impact, and understands the resale limitations imposed thereby and by the Securities
Act.

 

(iii)
The Holder acknowledges that it could possibly bear the financial and monetary danger of its funding for an indefinite interval, and has such
data and expertise in monetary or enterprise issues that it’s able to evaluating the deserves and dangers of the funding
within the Warrant and the Warrant Shares. The Holder has had a possibility to ask questions and obtain solutions from the Firm
relating to the phrases and situations of the providing of the Warrant and the enterprise, properties, prospects and monetary situation
of the Firm.

 

12.
Warrant Register. The Firm shall maintain and correctly keep at its principal government places of work books for the registration
of the Warrant and any transfers thereof. The Firm might deem and deal with the Individual in whose title the Warrant is registered on
such register because the Holder thereof for all functions, and the Firm shall not be affected by any discover on the contrary, besides
any project, division, mixture or different switch of the Warrant effected in accordance with the provisions of this Warrant.

 

13.
Notices. All notices, calls for, requests, consents, approvals, and different communications required or permitted hereunder
shall be in writing and, except in any other case specified herein, shall be (i) personally served, (ii) deposited within the mail, registered
or licensed, return receipt requested, postage pay as you go, (iii) delivered by respected air courier service with fees pay as you go,
or (iv) transmitted by hand supply, telegram, or facsimile, addressed as set forth within the Preamble above or to such different
tackle as such social gathering shall have specified most lately by written discover. Any discover or different communication required or permitted
to be given hereunder shall be deemed efficient {a) upon hand supply or supply by facsimile, with correct affirmation generated
by the transmitting facsimile machine, on the tackle or quantity designated beneath (if delivered on a Enterprise Day throughout regular
enterprise hours the place such discover is to be obtained), or the primary Enterprise Day following such supply (if delivered aside from
on a Enterprise Day throughout regular enterprise hours the place such discover is to be obtained) or (b) on the second Enterprise Day following
the date of mailing by respected courier service, totally pay as you go, addressed to such tackle, or upon precise receipt of such mailing,
whichever shall first happen. Any social gathering hereto might every so often change its tackle for notices below this Part by giving
no less than ten (10) days’ prior written discover of such modified tackle or facsimile quantity to the opposite social gathering hereto.

 

 

14.
Cumulative Treatments. Besides to the extent expressly offered in Part 8 on the contrary, the rights and treatments offered
on this Warrant are cumulative and will not be unique of, and are along with and never in substitution for, another rights
or treatments accessible at legislation, in fairness or in any other case.

 

15.
Equitable Aid. Every of the Firm and the Holder acknowledges {that a} breach or threatened breach by such social gathering of any
of its obligations below this Warrant might give rise to irreparable hurt to the opposite social gathering hereto for which financial damages might
not be an enough treatment and hereby agrees that within the occasion of a breach or a threatened breach by such social gathering of any such obligations,
the opposite social gathering hereto shall, along with any and all different rights and treatments which may be accessible to it in respect of such
breach, be entitled to hunt equitable aid, together with a restraining order, an injunction, particular efficiency and another
aid which may be accessible from a court docket of competent jurisdiction.

 

16.
Total Settlement. This Warrant and the Mortgage Settlement, along with the Mortgage Paperwork (as outlined within the Mortgage Settlement),
constitutes the only and full settlement of the events to this Warrant with respect to the subject material contained herein,
and supersedes all prior and contemporaneous understandings and agreements, each written and oral, with respect to such topic
matter.

 

17.
Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the profit
of the events hereto and the successors of the Firm and the successors and permitted assigns of the Holder. Such successors
and/or permitted assigns of the Holder shall be deemed to be a Holder for all functions hereunder.

 

18.
No Third-Social gathering Beneficiaries. This Warrant is for the only advantage of the Firm and the Holder and their respective successors
and, within the case of the Holder, permitted assigns and nothing herein, categorical or implied, is meant to or shall confer upon
another Individual any authorized or equitable proper, profit or treatment of any nature in any respect, below or by motive of this Warrant.

 

19.
Headings. The headings on this Warrant are for reference solely and shall not have an effect on the interpretation of this Warrant.

 

20.
Modification and Modification: Waiver. Besides as in any other case offered herein, this Warrant might solely be amended, modified or
supplemented by an settlement in writing signed by every social gathering hereto. No waiver by the Firm or the Holder of any of the provisions
hereof shall be efficient except explicitly set forth in writing and signed by the social gathering so waiving. No waiver by any social gathering shall
function or be construed as a waiver in respect of any failure, breach or default not expressly recognized by such written waiver,
whether or not of an analogous or totally different character, and whether or not occurring earlier than or after that waiver. No failure to train, or delay
in exercising, any rights, treatment, energy or privilege arising from this Warrant shall function or be construed as a waiver thereof;
nor shall any single or partial train of any proper, treatment, energy or privilege hereunder preclude another or additional train
thereof or the train of another proper, treatment, energy or privilege.

 

 

21.
Severability. If any time period or prov1s1on of this Warrant is invalid, unlawful or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not have an effect on another time period or provision of this Warrant or invalidate or render unenforceable
such time period or provision in another jurisdiction.

 

22.
Governing Legislation. This Warrant shall be ruled by and construed in accordance with the interior legal guidelines of the State of Wyoming
with out giving impact to any alternative or battle of legislation provision or rule (whether or not of the State of Wyoming or another jurisdiction)
that will trigger the appliance of legal guidelines of any jurisdiction aside from these of the State of Wyoming.

 

23.
Submission to Jurisdiction. Any authorized go well with, motion or continuing arising out of or primarily based upon this Warrant or the transactions
contemplated hereby could also be instituted within the federal courts ofthe United States of America or the courts ofthe State of Wyoming
in every case situated within the and County of Cheyenne, and every social gathering irrevocably submits to the unique jurisdiction of such courts
in any such go well with, motion or continuing. Service of course of, summons, discover or different doc by licensed or registered mail
to such social gathering’s tackle set forth herein shall be efficient service of course of for any go well with, motion or different continuing
introduced in any such court docket. The events irrevocably and unconditionally waive any objection to the laying of venue of any go well with,
motion or any continuing in such courts and irrevocably waive and agree to not plead or declare in any such court docket that any such
go well with, motion or continuing introduced in any such court docket has been introduced in an inconvenient discussion board.

 

24.
Waiver of Jury Trial. Every social gathering acknowledges and agrees that any controversy which can come up below this Warrant is probably going
to contain sophisticated and tough points and, due to this fact, every such social gathering irrevocably and unconditionally waives any proper it
might must a trial by jury in respect of any authorized motion arising out of or referring to this Warrant or the transactions contemplated
hereby.

 

25.
Counterparts. This Warrant could also be executed in counterparts, every of which shall be deemed an authentic, however all of which
collectively shall be deemed to be one and the identical settlement. A signed copy of this Warrant delivered by facsimile, e-mail or different
technique of digital transmission shall be deemed to have the identical authorized impact as supply of an authentic signed copy of this
Warrant.

 

26.
No Strict Building. This Warrant shall be construed with out regard to any presumption or rule requiring development
or interpretation towards the social gathering drafting an instrument or inflicting any instrument to be drafted.

 

Signature
web page follows.

 

 

IN
WITNESS WHEREOF, the Firm has duly executed this Warrant on the Unique Situation Date.

 

 
SLINGER
BAG, INC., a Nevada company 
 
  
By:
  
Identify:
Mike
Ballardie 
Title:
Chief
Govt Officer 

Accepted
and agreed,
  
 
 CHESSLER
HOLDINGS, LLC, a Florida restricted legal responsibility firm
  
 
 By:
 
 Identify:
 
 Title:
Chief
Govt Officer
  

 

 

 

Exhibit 10.8

 
WARRANT

 

THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE
UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND,
IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

 

Warrant
Certificates No.:

 

Unique
Situation Date: 15 April 2021

 

FOR
VALUE RECEIVED, Slinger Bag, Inc., a Nevada company (the “Firm”), hereby certifies that Chessler Holdings LLC,
a Wyoming restricted legal responsibility firm, or its registered assigns (the “Holder”) is entitled to buy from the Firm
TWO HUNDRED THOUSAND (200,000) duly approved, validly issued, totally paid and nonassessable shares of Frequent Inventory at a purchase order
value per share of $0.25 (topic to adjustment as offered herein, the “Train Worth”), all topic to the phrases,
situations and changes set forth beneath on this Warrant. Sure capitalized phrases used herein are outlined in Part 1 hereof.

 

This
Warrant has been issued pursuant to the phrases of the Enterprise Mortgage and Safety Settlement, dated as of even date herewith (the
“Mortgage Settlement”), between the Firm and the Holder.

 

1.
Definitions. As used on this Warrant, the next phrases have the respective meanings set forth beneath:

 

“Combination
Train Worth” means an quantity equal to the product of (a) the variety of Warrant Shares in respect of which this Warrant
is then being exercised pursuant to Part 3 hereof, multiplied by (b) the Train Worth in impact as of the Train Date in
accordance with the phrases of this Warrant.

 

“Board
” means the board of administrators of the Firm.

 

“Enterprise
Day” means any day, besides a Saturday, Sunday or authorized vacation, on which banking establishments within the metropolis of Ann Arbor,
Michigan are approved or obligated by legislation or government order to shut.

 

 

“Frequent
Inventory” means the widespread inventory, par worth $0.001 per share, of the Firm, and any capital inventory into which such Frequent
Inventory shall have been transformed, exchanged or reclassified following the date hereof.

 

“Frequent
Inventory Deemed Excellent” means, at any given time, the variety of shares of Frequent Inventory truly excellent at such time.

 

“Firm”
has the which means set forth within the preamble.

 

“Convertible
Securities” means any securities (immediately or not directly) convertible into or exchangeable for Frequent Inventory, however excluding
Choices.

 

“Excluded
Issuances” means any issuance or sale (or deemed issuance or sale) by the Firm after the Unique Situation Date of: (a) shares
of Frequent Inventory issued upon the train of this Warrant; (b) shares of Frequent Inventory (as such variety of shares is equitably adjusted
for subsequent inventory splits, inventory mixtures, inventory dividends and recapitalizations) issued immediately or upon the train of
Choices to administrators, officers, workers, or consultants of the Firm in reference to their service as administrators of the
Firm, their employment by the Firm or their retention as consultants by the Firm, in every case approved by the Board
and issued pursuant to the Firm’s service agreements with such individuals and/or the Firm’s World Share Incentive
Plan (2020) (together with all such shares of Frequent Inventory and Choices excellent previous to the Unique Situation Date); or Convertible
Securities issued previous to the Unique Situation Date, offered that such securities will not be amended after the date hereof to extend
the variety of shares of Frequent Inventory issuable thereunder or to decrease the train or conversion value thereof.

 

“Train
Date” means, for any given train of this Warrant, the date on which the situations to such train as set forth in Part
3 shall have been glad at or prior to five:00 p.m., Wyoming time, on a Enterprise Day, together with, with out limitation, the receipt
by the Firm of the Train Settlement, the Warrant and the Combination Train Worth.

 

“Train
Settlement” has the which means set forth in Part 3(a)(i).

 

“Train
Interval” has the which means set forth in Part 2.

 

“Train
Worth” has the which means set forth within the preamble.

 

 

“Honest
Market Worth” means, as of any specific date: (a) the quantity weighted common of the closing gross sales costs of the Frequent
Inventory for such day on all home securities exchanges on which the Frequent Inventory might on the time be listed; (b) if there have
been no gross sales of the Frequent Inventory on any such alternate on any such day, the common of the very best bid and lowest requested costs
for the Frequent Inventory on all such exchanges on the finish of such day; (c) if on any such day the Frequent Inventory will not be listed on a
home securities alternate, the closing gross sales value of the Frequent Inventory as quoted on the OTC Bulletin Board, the Pink OTC Markets
or related citation system or affiliation for such day; or (d) if there have been no gross sales of the Frequent Inventory on the OTC Bulletin
Board, the Pink OTC Markets or related citation system or affiliation on such day, the common of the very best bid and lowest
requested costs for the Frequent Inventory quoted on the OTC Bulletin Board, the Pink OTC Markets or related citation system or affiliation
on the finish of such day; in every case, averaged over twenty (20) consecutive Enterprise Days ending on the Enterprise Day instantly
previous to the day as of which “Honest Market Worth” is being decided; offered, that if the Frequent Inventory is
listed on any home securities alternate, the time period “Enterprise Day” as used on this sentence means Enterprise Days on
which such alternate is open for buying and selling. If at any time the Frequent Inventory will not be listed on any home securities alternate or
quoted on the OTC Bulletin Board, the Pink OTC Markets or related citation system or affiliation, the “Honest Market Worth”
of the Frequent Inventory shall be the truthful market worth per share as decided collectively by the Board and the Holder[; offered, that
if the Board and the Holder are unable to agree on the truthful market worth per share of the Frequent Inventory inside an affordable interval
of time (to not exceed 10 days from the Firm’s receipt of the Train Settlement), such truthful market worth shall be decided
by a mutually agreeable funding banking, accounting or valuation agency. The willpower of such agency shall be ultimate and conclusive,
and the charges and bills of such valuation agency shall be borne equally by the Firm and the Holder.

 

“Holder”
has the which means set forth within the preamble.

 

“Minimal
Assured Sale Worth” has the which means set forth in Part 6.

 

“Choices”
means any warrants or different rights or choices to subscribe for or buy Frequent Inventory or Convertible Securities.

 

“Unique
Situation Date” means 15 April 2021, the date on which the Warrant was issued by the Firm pursuant to the Mortgage Settlement.

 

“Nasdaq”
means The NASDAQ Inventory Market LLC.

 

“OTC
Bulletin Board” means the Monetary Trade Regulatory Authority OTC Bulletin Board digital inter-dealer citation system.

 

“Individual”
means any particular person, sole proprietorship, partnership, restricted legal responsibility firm, company, three way partnership, belief, integrated
group or authorities or division or company thereof.

 

“Pink
OTC Markets” means the OTC Markets Group Inc. digital inter- supplier citation system, together with OTCQX, OTCQB and OTC Pink.

 

 

“Mortgage
Settlement” has the which means set forth within the preamble.

 

“Warrant”
means this Warrant and all warrants issued upon division or mixture of, or in substitution for, this Warrant.

 

“Warrant
Shares” means the shares of Frequent Inventory or different capital inventory of the Firm then purchasable upon train of this Warrant
in accordance with the phrases of this Warrant.

 

2.
Time period of Warrant. Topic to the phrases and situations hereof, at any time or every so often after the date hereof and
prior to five:00 p.m., Wyoming time, on 15 April 2023, or, if such day will not be a Enterprise Day, on the subsequent previous Enterprise Day
(the “Train Interval”), the Holder of this Warrant might train this Warrant for all or any a part of the Warrant Shares
purchasable hereunder (topic to adjustment as offered herein).

 

3.
Train of Warrant.

 

(a)
Train Process. This Warrant could also be exercised every so often on any Enterprise Day throughout the Train Interval, for all or
any a part of the unexercised Warrant Shares, upon:

 

(i)
give up of this Warrant to the Firm at its then principal government places of work (or an indemnification endeavor with respect
to this Warrant within the case of its loss, theft or destruction), along with an Train Settlement within the kind hooked up hereto
as Exhibit A (every, an “Train Settlement”), duly accomplished (together with specifying the variety of Warrant Shares to
be bought) and executed; and

 

(ii)
cost to the Firm of the Combination Train Worth in accordance with Part 3(6).

 

(b)
Fee of the Combination Train Worth. Fee of the Combination Train Worth shall be made, on the possibility of the Holder as
expressed within the Train Settlement, by the next strategies:

 

(i)
by supply to the Firm of a licensed or official financial institution test payable to the order of the Firm or by wire switch of instantly
accessible funds to an account designated in writing by the Firm, within the quantity of such Combination Train Worth;

 

 

(ii)
by instructing the Firm to challenge Warrant Shares then issuable upon train of all or any a part of this Warrant on a internet foundation
such that, with out cost of any money consideration or different instantly accessible funds, the Holder shall give up this Warrant
in alternate for the variety of Warrant Shares as is computed utilizing the next components:

 

The place:

 

X
= the variety of Warrant Shares to be issued to the Holder.

 

Y
= the full variety of Warrant Shares for which the Holder has elected to train this Warrant pursuant to Part 3(a).

 

A=
the Honest Market Worth of 1 Warrant Share as of the relevant Train Date.

 

B
= the Train Worth in impact below this Warrant as of the relevant Train Date.

 

X
= Y(A – B) ..,. A)

 

(iii)
by surrendering to the Firm (x) Warrant Shares beforehand acquired by the Holder with an mixture Honest Market Worth as of
the Train Date equal to such Combination Train Worth and/or (y) different securities of the Firm having a price as of the Train
Date equal to the Combination Train Worth (which worth within the case of debt securities shall be the principal quantity thereof plus
accrued and unpaid curiosity, within the case of most well-liked inventory shall be the liquidation worth thereof plus accrued and unpaid
dividends and within the case of shares of Frequent Inventory shall be the Honest Market Worth thereof); or

 

(iv)
any mixture of the foregoing.

 

In
the occasion of any withholding of Warrant Shares or give up of different fairness securities pursuant to clause (ii), (iii) or (iv)
above the place the variety of shares whose worth is the same as the Combination Train Worth will not be an entire quantity, the variety of shares
withheld by or surrendered to the Firm shall be rounded as much as the closest entire share and the Firm shall make a money cost
to the Holder (by supply of a licensed or official financial institution test or by wire switch of instantly accessible funds) primarily based on
the incremental fraction of a share being so withheld by or surrendered to the Firm in an quantity equal to the product of (x)
such incremental fraction of a share being so withheld or surrendered multiplied by (y) within the case of Frequent Inventory, the Honest
Market Worth per Warrant Share as of the Train Date, and, in all different instances, the worth thereof as of the Train Date decided
in accordance with clause (iii)(y) above.

 

(c)
Supply of Inventory Certificates. Upon receipt by the Firm of the Train Settlement, give up of this Warrant and cost of
the Combination Train Worth (in accordance with Part 3(a) hereof), the Firm shall, as promptly as practicable, and in any
occasion inside 5 (5) Enterprise Days thereafter, execute (or trigger to be executed) and ship (or trigger to be delivered) to the
Holder a certificates or certificates representing the Warrant Shares issuable upon such train, along with money in lieu of
any fraction of a share, as offered in Part 3(d) hereof. The inventory certificates or certificates so delivered shall be, to the
extent doable, in such denomination or denominations because the exercising Holder shall fairly request within the Train Settlement
and shall be registered within the title of the Holder or, topic to compliance with Part 7 beneath, such different Individual’s title
as shall be designated within the Train Settlement. This Warrant shall be deemed to have been exercised and such certificates or
certificates of Warrant Shares shall be deemed to have been issued, and the Holder or another Individual so designated to be named
therein shall be deemed to have develop into a holder of document of such Warrant Shares for all functions, as of the Train Date.

 

 

(d)
Fractional Shares. The Firm shall not be required to challenge a fractional Warrant Share upon train of any Warrant. As to any
fraction of a Warrant Share that the Holder would in any other case be entitled to buy upon such train, the Firm shall pay
to such Holder an quantity in money (by supply of a licensed or official financial institution test or by wire switch of instantly accessible
funds) equal to the product of (i) such fraction multiplied by (ii) the Honest Market Worth of 1 Warrant Share on the Train
Date.

 

(e)
Supply of New Warrant. Except the acquisition rights represented by this Warrant shall have expired or shall have been totally exercised,
the Firm shall, on the time of supply of the certificates or certificates representing the Warrant Shares being issued in
accordance with Part 3(c) hereof, ship to the Holder a brand new Warrant evidencing the rights of the Holder to buy the unexpired
and unexercised Warrant Shares known as for by this Warrant. Such new Warrant shall in all different respects be equivalent to this Warrant.

 

(f)
Legitimate Issuance of Warrant and Warrant Shares; Fee of Taxes. With respect to the train of this warrant, the Firm hereby
represents, covenants and agrees:

 

(i)
This Warrant is, and any Warrant issued in substitution for or alternative of this Warrant shall be, upon issuance, duly approved
and validly issued.

 

(ii)
All Warrant Shares issuable upon the train of this Warrant pursuant to the phrases hereof shall be, upon issuance, and the Firm
shall take all such actions as could also be crucial or acceptable so that such Warrant Shares are, validly issued, totally paid
and non-assessable, issued with out violation of any preemptive or related rights of any stockholder of the Firm and free and
away from all taxes, liens and fees.

 

(iii)
The Firm shall take all such actions as could also be crucial to make sure that all such Warrant Shares are issued with out violation
by the Firm of any relevant legislation or governmental regulation or any necessities of any home securities alternate upon which
shares of Frequent Inventory or different securities constituting Warrant Shares could also be listed on the time of such train (apart from
official discover of issuance which shall be instantly delivered by the Firm upon every such issuance).

 

 

(iv)
The Firm shall use its finest efforts to trigger the Warrant Shares, instantly upon such train, to be listed on any home
securities alternate upon which shares of Frequent Inventory or different securities constituting Warrant Shares are listed on the time of
such train.

 

(v)
The Firm shall pay all bills in reference to, and all taxes and different governmental fees which may be imposed with respect
to, the issuance or supply of Warrant Shares upon train of this Warrant; offered, that the Firm shall not be required
to pay any tax or governmental cost which may be imposed with respect to any relevant withholding or the issuance or supply
of the Warrant Shares to any Individual aside from the Holder, and no such issuance or supply shall be made except and till the
Individual requesting such issuance has paid to the Firm the quantity of any such tax, or has established to the satisfaction of
the Firm that such tax has been paid.

 

(g)
Conditional Train. However another provision hereof, if an train of any portion of this Warrant is to be made
in reference to a public providing or a sale of the Firm (pursuant to a merger, sale of inventory, or in any other case), such train
might on the election of the Holder be conditioned upon the consummation of such transaction, wherein case such train shall
not be deemed to be efficient till instantly previous to the consummation of such transaction.

 

(h)
Reservation of Shares. Through the Train Interval, the Firm shall always reserve and maintain accessible out of its approved
however unissued Frequent Inventory or different securities constituting Warrant Shares, solely for the aim of issuance upon the train
of this Warrant, the utmost variety of Warrant Shares issuable upon the train of this Warrant, and the par worth per Warrant
Share shall always be lower than or equal to the relevant Train Worth. The Firm shall not improve the par worth
of any Warrant Shares receivable upon the train of this Warrant above the Train Worth then in impact and shall take all
such actions as could also be crucial or acceptable so that the Firm might validly and legally challenge totally paid and nonassessable
shares of Frequent Inventory upon the train of this Warrant.

 

 

4.
Adjustment to Train Worth and Variety of Warrant Shares. With the intention to forestall dilution of the acquisition rights granted
below this Warrant, the Train Worth and the variety of Warrant Shares issuable upon train of this Warrant shall be topic
to adjustment every so often as offered on this Part 4 (in every case, after bearing in mind any prior changes
pursuant to this Part 4).

 

(a)
Adjustment to Train Worth and Warrant Shares Upon Dividend, Subdivision or Mixture of Frequent Inventory. If the Firm shall,
at any time or every so often after the Unique Situation Date, (i) pay a dividend or make another distribution upon the Frequent
Inventory or another capital inventory of the Firm payable in shares of Frequent Inventory or in Choices or Convertible Securities, or
(ii) subdivide (by any inventory cut up, recapitalization or in any other case) its excellent shares of Frequent Inventory right into a higher quantity
of shares, the Train Worth in impact instantly previous to any such dividend, distribution or subdivision shall be proportionately
decreased and the variety of Warrant Shares issuable upon train of this Warrant shall be proportionately elevated. If the Firm
at any time combines (by mixture, reverse inventory cut up or in any other case) its excellent shares of Frequent Inventory right into a smaller
variety of shares, the Train Worth in impact instantly previous to such mixture shall be proportionately elevated and the
variety of Warrant Shares issuable upon train of this Warrant shall be proportionately decreased. Any adjustment below this
Part 4(a) shall develop into efficient on the shut of enterprise on the date the dividend, subdivision or mixture turns into efficient.

 

(b)
Adjustment to Train Worth and Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Within the occasion of
any (i) capital reorganization of the Firm, (ii) reclassification of the inventory of the Firm (aside from a change in par worth
or from par worth to no par worth or from no par worth to par worth or on account of a inventory dividend or subdivision, split-up
or mixture of shares), (iii) consolidation or merger of the Firm with or into one other Individual, (iv) sale of all or considerably
the entire Firm’s belongings to a different Individual or (v) different related transaction (aside from any such transaction coated
by Part 4(a)), in every case which entitles the holders of Frequent Inventory to obtain (both immediately or upon subsequent liquidation)
inventory, securities or belongings with respect to or in alternate for Frequent Inventory, every Warrant shall, instantly after such reorganization,
reclassification, consolidation, merger, sale or related transaction, stay excellent and shall thereafter, in lieu of or in
addition to (because the case could also be) the variety of Warrant Shares then exercisable below this Warrant, be exercisable for the sort
and variety of shares of inventory or different securities or belongings of the Firm or of the successor Individual ensuing from such transaction
to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or related
transaction if the Holder had exercised this Warrant in full instantly previous to the time of such reorganization, reclassification,
consolidation, merger, sale or related transaction and purchased the relevant variety of Warrant Shares then issuable hereunder
on account of such train (with out making an allowance for any limitations or restrictions on the exercisability of this Warrant);
and, in such case, acceptable adjustment (in kind and substance passable to the Holder) shall be made with respect to the
Holder’s rights below this Warrant to insure that the provisions of this Part 4 hereof shall thereafter be relevant,
as practically as doable, to this Warrant in relation to any shares of inventory, securities or belongings thereafter acquirable upon train
of this Warrant (together with, within the case of any consolidation, merger, sale or related transaction wherein the successor or buying
Individual is aside from the Firm, a direct adjustment within the Train Worth to the worth per share for the Frequent Inventory mirrored
by the phrases of such consolidation, merger, sale or related transaction, and a corresponding fast adjustment to the quantity
of Warrant Shares acquirable upon train of this Warrant with out regard to any limitations or restrictions on train, if the
worth so mirrored is lower than the Train Worth in impact instantly previous to such consolidation, merger, sale or related
transaction). The provisions of this Part 4(b) shall equally apply to successive reorganizations, reclassifications, consolidations,
mergers, gross sales or related transactions. The Firm shall not impact any such reorganization, reclassification, consolidation,
merger, sale or related transaction except, previous to the consummation thereof, the successor Individual (if aside from the Firm)
ensuing from such reorganization, reclassification, consolidation, merger, sale or related transaction, shall assume, by written
instrument considerably related in kind and substance to this Warrant and passable to the Holder, the duty to ship
to the Holder such shares of inventory, securities or belongings which, in accordance with the foregoing provisions, such Holder shall
be entitled to obtain upon train of this Warrant. However something on the contrary contained herein, with respect
to any company occasion or different transaction contemplated by the provisions of this Part 4(b), the Holder shall have the suitable
to elect previous to the consummation of such occasion or transaction, to offer impact to the train rights contained in Part
2 as an alternative of giving impact to the provisions contained on this Part 4(b) with respect to this Warrant.

 

 

(c)
Sure Occasions. If any occasion of the sort contemplated by the provisions of this Part 4 however not expressly offered for by such
provisions happens, then the Board shall make an acceptable adjustment within the Train Worth and the variety of Warrant Shares
issuable upon train of this Warrant in order to guard the rights of the Holder in a way in step with the provisions of
this Part 4; offered, that no such adjustment pursuant to this Part 4(c) shall improve the Train Worth or lower
the variety of Warrant Shares issuable as in any other case decided pursuant to this Part 4.

 

(d)
Certificates as to Adjustment.

 

(i)
As promptly as fairly practicable following any adjustment of the Train Worth, however in any occasion not later than twenty (20)
Enterprise Days thereafter, the Firm shall furnish to the Holder a certificates of an government officer setting forth in cheap
element such adjustment and the information upon which it’s primarily based and certifying the calculation thereof.

 

(ii)
As promptly as fairly practicable following the receipt by the Firm of a written request by the Holder, however in any
occasion not later than twenty (20) Enterprise Days thereafter, the Firm shall furnish to the Holder a certificates of an
government officer certifying the Train Worth then in impact and the variety of Warrant Shares or the quantity, if any, of
different shares of inventory, securities or belongings then issuable upon train of the Warrant.

 

 

(e)
Notices. Within the occasion:

 

(i)
that the Firm shall take a document of the holders of its Frequent Inventory (or different capital inventory or securities on the time issuable
upon train of the Warrant) for the aim of entitling or enabling them to obtain any dividend or different distribution, to
vote at a gathering (or by written consent), to obtain any proper to subscribe for or buy any shares of capital inventory of any
class or another securities, or to obtain another safety; or

 

(ii)
of any capital reorganization of the Firm, any reclassification of the Frequent Inventory of the Firm, any consolidation or merger
of the Firm with or into one other Individual, or sale of all or considerably the entire Firm’s belongings to a different Individual;
or

 

(iii)
of the voluntary or involuntary dissolution, liquidation or winding- up of the Firm;

 

then,
and in every such case, the Firm shall ship or trigger to be despatched to the Holder no less than twenty (20) Enterprise Days previous to the
relevant document date or the relevant anticipated efficient date, because the case could also be, for the occasion, a written discover specifying,
because the case could also be, (A) the document date for such dividend, distribution, assembly or consent or different proper or motion, and an outline
of such dividend, distribution or different proper or motion to be taken at such assembly or by written consent, or (B) the efficient
date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is proposed
to happen, and the date, if any is to be fastened, as of which the books of the Firm shall shut or a document shall be taken
with respect to which the holders of document of Frequent Inventory (or such different capital inventory or securities on the time issuable upon
train of the Warrant) shall be entitled to alternate their shares of Frequent Inventory (or such different capital inventory or securities)
for securities or different property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, and the quantity per share and character of such alternate relevant to the Warrant and the Warrant Shares.

 

5.
Buy Rights. Along with any changes pursuant to Part 4 above, if at any time the Firm grants, points
or sells any shares of Frequent Inventory, Choices, Convertible Securities or rights to buy inventory, warrants, securities or different
property professional rata to the document holders of Frequent Inventory (the “Buy Rights”), then the Holder shall be entitled
to accumulate, upon the phrases relevant to such Buy Rights, the combination Buy Rights which the Holder would have acquired
if the Holder had held the variety of Warrant Shares acquirable upon full train of this Warrant instantly earlier than the date
on which a document is taken for the grant, issuance or sale of such Buy Rights, or, if no such document is taken, the date as
of which the document holders of Frequent Inventory are to be decided for the grant, challenge or sale of such Buy Rights. Something
herein on the contrary however, the Holder shall not be entitled to the Buy Rights granted herein with respect to
any Excluded Issuance.

 

 

6.
Minimal Assured Sale Worth.

 

(a)
However something on the contrary herein or in any other case, the Firm ensures to Holder that the gross sale value of the
Warrant Shares offered by Holder shall be no much less, on common, than $1.50 per Warrant Share (the “Minimal Assured Sale Worth”).

 

(b)
The precise gross sale value obtained by Holder on the sale of the Warrant Shares shall be calculated on the sooner of (i) 15
April 2023; or (ii) the date on which the final Warrant Share is offered.

 

(c)
If, for any motive, Holder receives lower than Minimal Assured Sale Worth on the sale of Warrant Shares, the Firm will, inside
two (2) Enterprise Days, challenge to Holder shares of Frequent Inventory, valued at Honest Market Worth, in such quantity such that Holder has
obtained the Minimal Assured Sale Worth.

 

(d)
This obligation of the Firm shall terminate on 15 April 2023.

 

(e)
By the use of instance, if on 20 April 2022: (x) Holder sells the final Warrant Share issued hereunder; (y) the full gross quantity obtained
by Holder for the sale of all of the Warrant Shares is $200,000 (i.e., $1 per Warrant Share); and (z) the Honest Market Worth of the
Firm Frequent Inventory is $1; then previous to the top of enterprise on 22 April 2022, the Firm will challenge Holder 100,000 shares of
Frequent Inventory, which can lead to a deemed internet revenue of $250,000 to the Holder.

 

7.
Switch of Warrant. Topic to the switch situations referred to within the legend endorsed hereon, this Warrant and all
rights hereunder are transferable, in entire or partly, by the Holder with out cost to the Holder, upon give up of this Warrant
to the Firm at its then principal government places of work with a correctly accomplished and duly executed Task within the kind hooked up
hereto as Exhibit B, along with funds ample to pay any switch taxes described in Part 3(f)(v) in reference to
the making of such switch. Upon such compliance, give up and supply and, if required, such cost, the Firm shall execute
and ship a brand new Warrant or Warrants within the title of the assignee or assignees and within the denominations laid out in such instrument
of project, and shall challenge to the assignor a brand new Warrant evidencing the portion of this Warrant, if any, not so assigned and
this Warrant shall promptly be cancelled.

 

 

8.
Holder Not Deemed a Stockholder: Limitations on Legal responsibility. Besides as in any other case particularly offered herein, previous to the
issuance to the Holder of the Warrant Shares to which the Holder is then entitled to obtain upon the due train of this Warrant,
the Holder shall not be entitled to vote or obtain dividends or be deemed the holder of shares of capital inventory of the Firm
for any goal, nor shall something contained on this Warrant be construed to confer upon the Holder, as such, any of the rights
of a stockholder of the Firm or any proper to vote, give or withhold consent to any company motion (whether or not any reorganization,
challenge of inventory, reclassification of inventory, consolidation, merger, conveyance or in any other case), obtain discover of conferences, obtain
dividends or subscription rights, or in any other case. As well as, nothing contained on this Warrant shall be construed as imposing
any liabilities on the Holder to buy any securities (upon train of this Warrant or in any other case) or as a stockholder of the
Firm, whether or not such liabilities are asserted by the Firm or by collectors of the Firm. However this Part 8,
the Firm shall present the Holder with copies of the identical notices and different info given to the stockholders of the Firm
typically, contemporaneously with the giving thereof to the stockholders.

 

9.
Alternative on Loss: Division and Mixture.

 

(a)
Alternative of Warrant on Loss. Upon receipt of proof fairly passable to the Firm of the loss, theft, destruction
or mutilation of this Warrant and upon supply of an indemnity fairly passable to it (it being understood {that a} written
indemnification settlement or affidavit of lack of the Holder shall be a ample indemnity) and, in case of mutilation, upon
give up of such Warrant for cancellation to the Firm, the Firm at its personal expense shall execute and ship to the Holder,
in lieu hereof, a brand new Warrant of like tenor and exercisable for an equal variety of Warrant Shares because the Warrant so misplaced,
stolen, mutilated or destroyed; offered, that, within the case of mutilation, no indemnity shall be required if this Warrant in identifiable
kind is surrendered to the Firm for cancellation.

 

(b)
Division and Mixture of Warrant. Topic to compliance with the relevant provisions of this Warrant as to any switch or
different project which can be concerned in such division or mixture, this Warrant could also be divided or, following any such division
of this Warrant, subsequently mixed with different Warrants, upon the give up of this Warrant or Warrants to the Firm at its
then principal government places of work, along with a written discover specifying the names and denominations wherein new Warrants
are to be issued, signed by the respective Holders or their brokers or attorneys. Topic to compliance with the relevant provisions
of this Warrant as to any switch or project which can be concerned in such division or mixture, the Firm shall at its
personal expense execute and ship a brand new Warrant or Warrants in alternate for the Warrant or Warrants so surrendered in accordance
with such discover. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable
within the mixture for an equal variety of Warrant Shares because the Warrant or Warrants so surrendered in accordance with such
discover.

 

 

10.
No Impairment. The Firm shall not, by modification of its Certificates of Incorporation or Bylaws, or by means of any reorganization,
switch of belongings, consolidation, merger, dissolution, challenge or sale of securities, or another voluntary motion, keep away from or search
to keep away from the observance or efficiency of any of the phrases to be noticed or carried out by it hereunder, however shall always
in good religion help within the finishing up of all of the provisions of this Warrant and within the taking of all such motion as might fairly
be requested by the Holder with the intention to shield the train rights of the Holder towards dilution or different impairment, constant
with the tenor and goal of this Warrant.

 

11.
Compliance with the Securities Act.

 

(a)
Settlement to Adjust to the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to conform in all respects
with the provisions of this Part 11 and the restrictive legend necessities set forth on the face of this Warrant and additional
agrees that such Holder shall not provide, promote or in any other case eliminate this Warrant or any Warrant Shares to be issued upon train
hereof besides below circumstances that won’t lead to a violation of the Securities Act of 1933, as amended (the “Securities
Act”). This Warrant and all Warrant Shares issued upon train of this Warrant (except registered below the Securities
Act) shall be stamped or imprinted with a legend in considerably the next kind:

 

“THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE
UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND,
IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL. II

 

(b)
Representations of the Holder. In reference to the issuance of this Warrant, the Holder particularly represents, as of the
date hereof, to the Firm by acceptance of this Warrant as follows:

 

(i)
The Holder is an “accredited investor” as outlined in Rule 501(a) of Regulation D promulgated below the Securities
Act. The Holder is buying this Warrant and the Warrant Shares to be issued upon train hereof for funding for its personal
account and never with a view in direction of, or for resale in reference to, the general public sale or distribution of this Warrant or the
Warrant Shares, besides pursuant to gross sales registered or exempted below the Securities Act.

 

 

(ii)
The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon train hereof are “restricted
securities” below the federal securities legal guidelines inasmuch as they’re being acquired from the Firm in a transaction not
involving a public providing and that, below such legal guidelines and relevant laws, such securities could also be resold with out registration
below the Securities Act solely in sure restricted circumstances. As well as, the Holder represents that it’s accustomed to Rule
144 below the Securities Act, as presently in impact, and understands the resale limitations imposed thereby and by the Securities
Act.

 

(iii)
The Holder acknowledges that it could possibly bear the financial and monetary danger of its funding for an indefinite interval, and has such
data and expertise in monetary or enterprise issues that it’s able to evaluating the deserves and dangers of the funding
within the Warrant and the Warrant Shares. The Holder has had a possibility to ask questions and obtain solutions from the Firm
relating to the phrases and situations of the providing of the Warrant and the enterprise, properties, prospects and monetary situation
of the Firm.

 

12.
Warrant Register. The Firm shall maintain and correctly keep at its principal government places of work books for the registration
of the Warrant and any transfers thereof. The Firm might deem and deal with the Individual in whose title the Warrant is registered on
such register because the Holder thereof for all functions, and the Firm shall not be affected by any discover on the contrary, besides
any project, division, mixture or different switch of the Warrant effected in accordance with the provisions of this Warrant.

 

13.
Notices. All notices, calls for, requests, consents, approvals, and different communications required or permitted hereunder
shall be in writing and, except in any other case specified herein, shall be (i) personally served, (ii) deposited within the mail, registered
or licensed, return receipt requested, postage pay as you go, (iii) delivered by respected air courier service with fees pay as you go,
or (iv) transmitted by hand supply, telegram, or facsimile, addressed as set forth within the Preamble above or to such different
tackle as such social gathering shall have specified most lately by written discover. Any discover or different communication required or permitted
to be given hereunder shall be deemed efficient {a) upon hand supply or supply by facsimile, with correct affirmation generated
by the transmitting facsimile machine, on the tackle or quantity designated beneath (if delivered on a Enterprise Day throughout regular
enterprise hours the place such discover is to be obtained), or the primary Enterprise Day following such supply (if delivered aside from
on a Enterprise Day throughout regular enterprise hours the place such discover is to be obtained) or (b) on the second Enterprise Day following
the date of mailing by respected courier service, totally pay as you go, addressed to such tackle, or upon precise receipt of such mailing,
whichever shall first happen. Any social gathering hereto might every so often change its tackle for notices below this Part by giving
no less than ten (10) days’ prior written discover of such modified tackle or facsimile quantity to the opposite social gathering hereto.

 

 

14.
Cumulative Treatments. Besides to the extent expressly offered in Part 8 on the contrary, the rights and treatments offered
on this Warrant are cumulative and will not be unique of, and are along with and never in substitution for, another rights
or treatments accessible at legislation, in fairness or in any other case.

 

15.
Equitable Aid. Every of the Firm and the Holder acknowledges {that a} breach or threatened breach by such social gathering of any
of its obligations below this Warrant might give rise to irreparable hurt to the opposite social gathering hereto for which financial damages might
not be an enough treatment and hereby agrees that within the occasion of a breach or a threatened breach by such social gathering of any such obligations,
the opposite social gathering hereto shall, along with any and all different rights and treatments which may be accessible to it in respect of such
breach, be entitled to hunt equitable aid, together with a restraining order, an injunction, particular efficiency and another
aid which may be accessible from a court docket of competent jurisdiction.

 

16.
Total Settlement. This Warrant and the Mortgage Settlement, along with the Mortgage Paperwork (as outlined within the Mortgage Settlement),
constitutes the only and full settlement of the events to this Warrant with respect to the subject material contained herein,
and supersedes all prior and contemporaneous understandings and agreements, each written and oral, with respect to such topic
matter.

 

17.
Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the profit
of the events hereto and the successors of the Firm and the successors and permitted assigns of the Holder. Such successors
and/or permitted assigns of the Holder shall be deemed to be a Holder for all functions hereunder.

 

18.
No Third-Social gathering Beneficiaries. This Warrant is for the only advantage of the Firm and the Holder and their respective successors
and, within the case of the Holder, permitted assigns and nothing herein, categorical or implied, is meant to or shall confer upon
another Individual any authorized or equitable proper, profit or treatment of any nature in any respect, below or by motive of this Warrant.

 

19.
Headings. The headings on this Warrant are for reference solely and shall not have an effect on the interpretation of this Warrant.

 

20.
Modification and Modification: Waiver. Besides as in any other case offered herein, this Warrant might solely be amended, modified or
supplemented by an settlement in writing signed by every social gathering hereto. No waiver by the Firm or the Holder of any of the provisions
hereof shall be efficient except explicitly set forth in writing and signed by the social gathering so waiving. No waiver by any social gathering shall
function or be construed as a waiver in respect of any failure, breach or default not expressly recognized by such written waiver,
whether or not of an analogous or totally different character, and whether or not occurring earlier than or after that waiver. No failure to train, or delay
in exercising, any rights, treatment, energy or privilege arising from this Warrant shall function or be construed as a waiver thereof;
nor shall any single or partial train of any proper, treatment, energy or privilege hereunder preclude another or additional train
thereof or the train of another proper, treatment, energy or privilege.

 

 

21.
Severability. If any time period or prov1s1on of this Warrant is invalid, unlawful or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not have an effect on another time period or provision of this Warrant or invalidate or render unenforceable
such time period or provision in another jurisdiction.

 

22.
Governing Legislation. This Warrant shall be ruled by and construed in accordance with the interior legal guidelines of the State of Wyoming
with out giving impact to any alternative or battle of legislation provision or rule (whether or not of the State of Wyoming or another jurisdiction)
that will trigger the appliance of legal guidelines of any jurisdiction aside from these of the State of Wyoming.

 

23.
Submission to Jurisdiction. Any authorized go well with, motion or continuing arising out of or primarily based upon this Warrant or the transactions
contemplated hereby could also be instituted within the federal courts ofthe United States of America or the courts ofthe State of Wyoming
in every case situated within the and County of Cheyenne, and every social gathering irrevocably submits to the unique jurisdiction of such courts
in any such go well with, motion or continuing. Service of course of, summons, discover or different doc by licensed or registered mail
to such social gathering’s tackle set forth herein shall be efficient service of course of for any go well with, motion or different continuing
introduced in any such court docket. The events irrevocably and unconditionally waive any objection to the laying of venue of any go well with,
motion or any continuing in such courts and irrevocably waive and agree to not plead or declare in any such court docket that any such
go well with, motion or continuing introduced in any such court docket has been introduced in an inconvenient discussion board.

 

24.
Waiver of Jury Trial. Every social gathering acknowledges and agrees that any controversy which can come up below this Warrant is probably going
to contain sophisticated and tough points and, due to this fact, every such social gathering irrevocably and unconditionally waives any proper it
might must a trial by jury in respect of any authorized motion arising out of or referring to this Warrant or the transactions contemplated
hereby.

 

25.
Counterparts. This Warrant could also be executed in counterparts, every of which shall be deemed an authentic, however all of which
collectively shall be deemed to be one and the identical settlement. A signed copy of this Warrant delivered by facsimile, e-mail or different
technique of digital transmission shall be deemed to have the identical authorized impact as supply of an authentic signed copy of this
Warrant.

 

26.
No Strict Building. This Warrant shall be construed with out regard to any presumption or rule requiring development
or interpretation towards the social gathering drafting an instrument or inflicting any instrument to be drafted.

 

Signature
web page follows.

 

 

IN
WITNESS WHEREOF, the Firm has duly executed this Warrant on the Unique Situation Date.

 

 
SLINGER
BAG, INC., a Nevada company 
 
  
By:
  
Identify:
Mike
Ballardie 
Title:
Chief
Govt Officer 

Accepted
and agreed,
  
 
 CHESSLER
HOLDINGS, LLC, a Florida restricted legal responsibility firm
  

 

 

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