INTELLECTUAL PROPERTY AND TECHNOLOGY ASSET PURCHASE AGREEMENT

This Intellectual Property and Technology Asset Purchase Agreement (“Agreement”), is entered into as of July 6, 2026 by and among FintechWerx International Software Services Inc., a company incorporated pursuant to the laws of the Province of British Columbia, Canada (the “Buyer”) and 1431575 B.C. Ltd., a company incorporated pursuant to the laws of the British Columbia, Canada (the “Seller”).

RECITALS

WHEREAS:

A. The Buyer is a Canadian financial technology company providing onboarding, payments, identity verification, fraud mitigation, and data services to merchants, independent sales organizations, and payment service providers, offering an alternative to the need for a patchwork of providers;

B. The Seller is a private company that owns certain intellectual property and technology pertaining to the Technology (as defined below);

C. The Seller has developed technology (“Ruby Loans”), which is a small and medium-sized lending platform. Ruby Loans places the initialization of a credit enquiry in the hands of the borrower and automates a significant degree of the current manual processes involved in creating a small business loan or mortgage file ready for approval. The platform unites processes and tools and is designed to take the application through a stepped process from enquiry with input gathered from the borrower to the submission and evaluation of key documents along with a financial and risk evaluation. The intended result is a quality loan application being generated prior to the involvement of credit risk personnel (collectively “Technology”); and

D. The Seller wishes to transfer and assign to the Buyer, and the Buyer wishes to acquire from the Seller, all of the Technology and all related Intellectual Property, subject to the terms and conditions set forth herein.

AGREEMENT

NOW THEREFORE, in consideration of the premises and mutual promises herein made, and in consideration of the representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, each of the Buyer and the Seller (each, a “Party” and together, the “Parties”) hereto, intending to be legally bound, hereby agree as follows:

1. Definitions.

1.1 Capitalized terms used herein shall have the meanings set forth in this Section 1.

(a) “1933 Act” means the United States Securities Act of 1933, as amended from time to time;

(b) “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of assessment, notice of reassessment, proceeding, litigation, summons, subpoena or investigation of any nature, civil, criminal, administrative, investigative, regulatory or otherwise, whether at law or in equity;

(c) “Business” means the business as currently conducted by the Seller, including the Purchased Assets;

(d) “Business IT Systems” means all Software, computer hardware, servers, networks, platforms, peripherals, and similar or related items of automated, computerized, or other information technology (IT) networks and systems (including telecommunications networks and systems for voice, data, and video) related to the Technology owned, leased, licensed, or used (including through cloud-based or other third-party service providers) in the conduct of the Business;

(e) “Buyer” means FintechWerx International Software Services Inc.;

(f) “Buyer Indemnites” has the meaning ascribed to it in Section 5.134;

(g) “Cash Consideration” has the meaning ascribed to it in Section 2.2(a);

(h) “Closing” means the closing of the transactions contemplated by this Agreement;

(i) “Closing Date” means the day of the Closing;

(j) “Confidential Information” means any oral, visual or written data and information, now or hereafter existing, relating to the Business and management of the Seller, including without limitation: (i) any proprietary or trade secret technology or knowledge owned or licensed by the Seller, including information and know-how regarding the Technology and the associated Intellectual Property; and (ii) any record, report, document, policy, practice, agreement, customer list, account, ledger or other data or information relating to the business operations of the Seller, including the customer data, to which access is granted to or obtained by the Buyer, but does not include any data or information which: (iii) is or becomes publicly known or available through no breach of the terms of this Agreement by the Buyer, or (iv) is disclosed by the Buyer with the prior written consent of the Seller;

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(k) “Contracts” means all contracts, leases, deeds, mortgages, licences, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral;

(l) “Copyrights” means, collectively, copyrights and works of authorship, whether or not copyrightable, and all registrations, applications for registration, and renewals of any of the foregoing;

(m) “CSE” means the Canadian Securities Exchange;

(n) “Encumbrance” means any encumbrance or restriction of any kind or nature whatsoever and howsoever arising (whether registered or unregistered) and includes a security interest, mortgage, easement, adverse ownership interest, defect on title, condition, right of first refusal, right of first offer, right-of-way, encroachment, building or use restriction, conditional sale agreement, lien, hypothec, pledge, deposit by way of security, hypothecation, assignment, charge, security interest, trust or deemed trust, voting trust or pooling agreement with respect to securities, any adverse claim, grant of any exclusive license or sole license, or any other right, option or claim of others of any kind whatsoever, and includes any agreement to give any of the foregoing in the future, and any subsequent sale or other title retention agreement or lease in the nature thereof, affecting the Purchased Assets;

(o) “Governmental Authority” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, provincial, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, centre, organization, unit, body or Entity and any court or other tribunal);

(p) “Intellectual Property” means any and all rights in, arising out of, or associated with any of the Technology in any jurisdiction throughout the world, including without limitation:

(i) Patents,

(ii) Trademarks,

(iii) Copyrights, internet domain names, uniform resource locators, social media account or user names, handles, and other identifiers, and all associated websites and web pages, social media profiles and pages, and all content and data thereon or relating thereto,

(iv) Trade Secrets, Software, and all other intellectual or industrial property and proprietary rights relating to the Technology;

(q) “Intellectual Property Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions, domain name registration agreements, terms of service, and other Contracts, whether written or oral, relating to Intellectual Property that is used or held for use in the conduct of the Business as currently conducted to which the Seller is a party, beneficiary, or otherwise bound;

(r) “Intellectual Property Assets” means all Intellectual Property, Intellectual Property Agreements, Intellectual Property Registrations and Licensed Intellectual Property that is owned by the Seller and used or held for use in the conduct of the Business as currently conducted;

(s) “Intellectual Property Registrations” means all Intellectual Property Assets that are subject to any issuance, registration, or application by or with any Governmental Authority or authorized private registrar in any jurisdiction, including issued Patents, registered Trademarks, domain names, and Copyrights, and pending applications for any of the foregoing;

(t) “IP Assignments” has the meaning ascribed to it in Section 3.2(a);

(u) “Law” means any statute, law, ordinance, regulation, rule, instrument, code, order, constitution, treaty, common law, judgment, decree or other requirement or rule of law of any Governmental Authority;

(v) “Liabilities” means liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, or otherwise;

(w) “Losses” means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including legal fees, disbursements and charges on a substantial indemnity/solicitor-client basis and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided that “Losses” shall not include (A) punitive or exemplary damages, except in the case of fraud or to the extent actually awarded to a Governmental Authority or other third-party, or (B) consequential, incidental, special, or indirect damages,

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including loss of revenue, loss of profits, loss of business, or diminution of value, except in the case of fraud or to the extent actually awarded to a third-party in connection with a third party claim;

(x) “Licensed Intellectual Property” means all Intellectual Property in which the Seller holds any rights or interests granted by other Person that is used or held for use in the conduct of the Business as currently conducted;

(y) “Milestone Date” has the meaning ascribed to it in Section 2.2;

(z) “Order” means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, or decrees of any Governmental Authority (in each case, whether temporary, preliminary or permanent);

(aa) “Patents” means collectively issued patents and patent applications (whether provisional or non-provisional), including divisionals, continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, and other Governmental Authority-issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility models);

(bb) “Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including any Governmental Authority;

(cc) “Purchase Price” has the meaning ascribed to it in Section 2.2;

(dd) “Purchased Assets” has the meaning ascribed to it in Section 2.1;

(ee) “Reorganization” has the meaning ascribed to it in Section 2.5;

(ff) “Ruby Loans” has the meaning ascribed to it in the recitals;

(gg) “Sales Tax” has the meaning ascribed to it in Section 2.4;

(hh) “Seller” means 1431575 B.C. Ltd.;

(ii) “Seller Disclosure Schedule” means the disclosure letter of the Seller to be provided to the Buyer on the Closing Date;

(jj) “Seller Indemnites” has the meaning ascribed to it in Section 5.18;

(kk) “Shares” means common shares in the capital of the Buyer;

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(ll) “Software” means, collectively, computer programs, operating systems, applications, firmware and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof;

(mm) “Technology” has the meaning ascribed to it in the recitals;

(nn) “Trade Secrets” means, collectively, trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein;

(oo) “Trademarks” means, collectively, trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of, any of the foregoing; and

(pp) “VWAP” has the meaning ascribed to the term in Section 2.2.

1.2 Any statement in this Agreement expressed to be made “to the best of the Seller’s knowledge” or any other reference to the knowledge of the Seller will be understood to be made on the basis of the Seller’s actual knowledge, after diligent inquiry, of the relevant subject matter or on the basis of such knowledge of the relevant subject matter as the Seller would have had if it had conducted such diligent inquiry.

1. Purchase and Sale of Technology and Intellectual Property.

2.1 Subject to the terms and conditions set forth herein, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller, free and clear of any Encumbrances, all of the Seller’s right, title and interest in, to and under all of, wherever located and whether now existing or hereafter acquired prior to the Closing Date, which relate to, or are used or held for use in connection with, the Intellectual Property Assets, including any choses in action relating to the Technology and all related Intellectual Property, claims for damages, profits, and costs, both in equity and law for any infringement of the Technology and all related Intellectual Property, together with the good will of the Business symbolized by the Technology and all related Intellectual Property (collectively, the “Purchased Assets”).

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2.2 In consideration of the purchase of the Purchased Assets from the Seller, the Buyer will pay the aggregate purchase price of up to $825,000 (the "Purchase Price") to the Seller as follows:

(a) pay $100,000 in cash to the Seller (the "Cash Consideration") on the Closing Date, of which the Seller acknowledges $30,000 was paid by the Buyer to the Seller on May 8, 2026 as a refundable deposit, and with the remaining $70,000 of Cash Consideration to be paid on the Closing Date;

(b) by allotting and issuing to the Seller on the Closing Date such number of common shares in the capital of the Company (each, a "Share") having an aggregate value of $450,000; and

(c) pay up to an aggregate of $275,000 in tranches upon the successful completion of each of the milestones and deliverables set forth in Schedule “A” hereto, as applicable, by allotting and issuing the applicable number of Shares to the Seller on each Milestone Date (as defined herein), as applicable,

with the number of Shares to be issued pursuant to Section 2.2(b) and Section 2.2(c) calculated by dividing the value of the Shares to be issued at the applicable time by the 10-day volume weighted average price ("VWAP") of the Shares on the CSE, or, in the case of Section 2.2(c), such other stock exchange that the Shares may be listed at the time of issuance, and specifically: (i) for Shares issued under Section 2.2(b), the applicable VWAP will be calculated based on the 10 trading days immediately preceding the date on which the Company posts a CSE Form 9 – Notice of Proposed Issuance of Securities in connection with this Agreement, and (ii) for Shares issued under Section 2.2(c), the applicable VWAP will be calculated based on the 10 trading days immediately preceding the date on which the relevant milestone is achieved, as mutually agreed by the Parties in writing (the "Milestone Date"), in each case, the issuance will be subject to any minimum price requirements imposed by the policies of the CSE.

2.3 The Seller shall deliver all documents, files, and materials related to the Purchased Assets and all related Intellectual Property, including all executed assignment forms required by government offices or registries, access credentials, source files, and other relevant materials to the Purchased Assets and all related Intellectual Property.

2.4 The Buyer and the Seller acknowledge that the Purchase Price does not include any goods and services tax or harmonized sales tax imposed under the Excise Tax Act (Canada) (the "ETA"), or any tax imposed under any provision of any applicable federal or provincial legislation imposing a similar value-added or multi-staged tax (collectively, "Sales Tax"). The Buyer shall pay to the Seller, and the Seller shall collect from the Buyer and remit to the applicable Governmental Authority, all applicable Sales Tax,

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in connection with the purchase by the Buyer from the Seller of the Purchased Assets.

2.5 In the event of any capital reorganization or any reclassification of the capital of the Buyer, including any share subdivision or consolidation, or in the case of the consolidation, merger, amalgamation or other business combination of the Buyer with or into any other company (in each case, a “Reorganization”), the number of Shares to be issued to the Buyer in connection with any issuance of Shares will be adjusted such that the Seller will receive the same proportionate number of Shares (or securities of any entity resulting from such Reorganization) as they would be entitled to receive had the Seller been a shareholder of the Buyer at the time of such Reorganization.

2.6 The Seller acknowledges that each issuance of Shares by the Buyer to the Seller as contemplated herein will be made pursuant to an exemption from the prospectus requirements of applicable securities laws and, if required, will be subject to the approval of the CSE, and the Seller confirms to and covenants with the Buyer that:

(a) it will comply with all requirements of applicable securities laws in connection with the issuance to it of the Shares; and

(b) the Shares have not been registered under the 1933 Act or the securities laws of any state of the United States and the Optionee does not intend to register the Shares under the 1933 Act, or the securities laws of any state of the United States and has no obligation to do so.

2.7 Until such time as is no longer required under applicable securities laws, the certificates representing the Shares will bear the following legend:

“Unless permitted under securities legislation, the holder of this security must not trade the security before [insert the date that is 4 months and a day after the distribution date]”.

1. Closing.

3.1 Subject to the terms and conditions of this Agreement, the Closing shall take place at the offices of Cozen O’Connor LLP, 550 Burrard Street, Suite 2501, Vancouver, BC V6C 2B5, electronically upon solicitors’ undertakings being provided, or such other place, time and date as the Seller and the Buyer may mutually agree upon in writing.

3.2 At the Closing:

(a) the Seller shall deliver to the Buyer an assignment agreement (the “IP Assignment”) duly executed by the Seller, transferring all of

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the Seller's right, title and interest in and to the Intellectual Property Assets to the Buyer;

(b) the Buyer shall use all commercially reasonable efforts to cause FinanceWerx Solutions Inc., a wholly-owned subsidiary of the Buyer, to appoint Fred Zdan as the Executive Chairman and Chief Executive Officer of FinanceWerx Solutions Inc. and following Closing, shall cause FinanceWerx Solutions Inc. to negotiate in good faith, execute and deliver an executive consulting agreement with Fred Zdan for his engagement as Chairman and Chief Executive Officer on terms mutually acceptable to Fred Zdan and FinanceWerx Solutions Inc.;

(c) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement; and

(d) the Buyer shall deliver to the Seller the IP Assignment duly executed by the Buyer.

1. Representations and Warranties.

4.1 In order to induce the Buyer to enter into and perform this Agreement and to consummate the transactions contemplated by this Agreement, the Seller hereby represents and warrants to the Buyer as of the date of this Agreement as follows:

(a) the Seller is a corporation incorporated and validly existing under the laws of the Province of British Columbia and has not been discontinued or dissolved under such law. The Seller has the corporate power and capacity to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by Buyer), this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms;

(b) the execution, delivery and performance by the Seller of this Agreement and the documents to be delivered hereunder, and the

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consummation of the transactions contemplated hereby, do not and will not:

(i) violate or conflict with the articles of incorporation, by-laws or any shareholder agreement of the Seller;

(ii) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Seller or the Purchased Assets;

(iii) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any Contract or other instrument to which the Seller is a party or to which any of the Purchased Assets are subject; or

(iv) result in the creation or imposition of any Encumbrance on the Purchased Assets;

(c) no consent, approval, waiver or authorization is required to be obtained by the Seller from any person or entity (including any Governmental Authority) in connection with the execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby;

(d) the Seller owns and has good and valid title to the Purchased Assets, free and clear of all Encumbrances;

(e) the Seller is not a non-resident of Canada within the meaning of the Income Tax Act (Canada);

(f) the Seller has complied, and is now complying, in all material respects, with all applicable federal, provincial, territorial and local laws and regulations applicable to ownership and use of the Purchased Assets;

(g) to the Seller’s knowledge, there is no Action of any nature pending or threatened against or by the Seller:

(i) relating to or affecting the Purchased Assets, or

(ii) that challenges or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement,

and no event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action;

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(h) the Seller Disclosure Schedule contains a correct, current, and complete list of: (i) all Intellectual Property used in connection with the Business; (ii) all Intellectual Property Registrations, specifying as to each, as applicable: the jurisdiction in which it has been issued, registered, or filed; the Patent, registration, or application serial number; the filing date and the issue, registration, or grant date; the record owner(s); and the current status; and (iii) all unregistered Trademarks included in the Intellectual Property Assets;

(i) the Seller Disclosure Schedule contains a correct, current, and complete list of all Intellectual Property Agreements: (A) under which the Seller is a licensor or otherwise grants to any Person any right or interest relating to any Intellectual Property Asset; (B) under which the Seller is a licensee or otherwise granted any right or interest relating to the Intellectual Property of any Person; and (C) which otherwise relate to the Seller’s ownership or use of any Intellectual Property in the conduct of the business of the Seller as currently conducted, in each case identifying the Intellectual Property covered by such Intellectual Property Agreement. The Seller has provided the Buyer with true and complete copies of all Intellectual Property Agreements, including all modifications, amendments, and supplements thereto and waivers thereunder;

(j) each Intellectual Property Agreement is valid and binding on the Seller in accordance with its terms and is in full force and effect. Neither the Seller nor, to the best of the Seller’s knowledge, any other party thereto is, or is alleged to be, in breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including by non-renewal), any Intellectual Property Agreement;

(k) the Seller is the sole and exclusive legal and beneficial owner of all right, title, and interest in and to the Intellectual Property Assets, and has the valid and enforceable right to use all other Intellectual Property used in or necessary for the conduct of the Business, in each case, free and clear of all Encumbrances;

(l) the Seller does not have any Intellectual Property Registrations with respect to any of the Intellectual Property Assets;

(m) the Intellectual Property Assets and Intellectual Property licensed under the Intellectual Property Agreements is all of the Intellectual Property necessary to operate the Business as presently conducted;

(n) the Seller has entered into binding, valid and enforceable, written Contracts with each current and former employee and independent contractor who is or was involved in or has contributed to the

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invention, creation, or development of any Intellectual Property during the course of employment or engagement with the Seller whereby such employee or independent contractor (A) acknowledges the Seller's exclusive ownership of all Intellectual Property invented, created, or developed by such employee or independent contractor within the scope of his or her employment or engagement with the Seller; (B) grants to Seller a present, irrevocable assignment of any ownership interest such employee or independent contractor may have in or to such Intellectual Property, to the extent such Intellectual Property does not constitute a "work made for hire" under applicable Law; and (C) irrevocably waives any right or interest, including any moral rights, regarding any such Intellectual Property, to the extent permitted by applicable Law. The Seller has provided the Buyer with true and complete copies of all such Contracts;

(o) all assignments and other instruments necessary to establish, record, and perfect the Seller's ownership interest in the Intellectual Property Registrations have been validly executed, delivered, and filed with the relevant Governmental Authorities and authorized registrars;

(p) neither the execution, delivery, or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of or payment of any additional amounts with respect to, or require the consent of any other Person in respect of, the Buyer's right to own or use any Intellectual Property Assets or Licensed Intellectual Property in the conduct of the Business as currently conducted. Immediately following the Closing Date, all Intellectual Property Assets will be owned or available for use by the Buyer on identical terms as they were owned or available for use by the Seller immediately prior to the Closing;

(q) all of the Intellectual Property Assets and Licensed Intellectual Property are valid and enforceable, and all Intellectual Property Registrations are subsisting and in full force and effect;

(r) the Seller has taken all reasonable and necessary steps to maintain and enforce the Intellectual Property Assets and Licensed Intellectual Property and to preserve the confidentiality of all Trade Secrets included therein, including by requiring all Persons having access thereto to execute binding, written non-disclosure agreements;

(s) the conduct of the Business as currently and formerly conducted, including the use of the Intellectual Property Assets and Licensed Intellectual Property in connection therewith, and the products,

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processes, and services of the Business have not infringed, misappropriated, or otherwise violated, the Intellectual Property or other rights of any Person;

(t) to the best of the Seller’s knowledge, no Person has infringed, misappropriated, or otherwise violated any Intellectual Property Assets or Licensed Intellectual Property;

(u) to the best of the Seller’s knowledge, there are no Actions (including any opposition, cancellation, revocation, review, or other proceeding), whether settled, pending, or threatened (including in the form of offers to obtain a license) (A) alleging any infringement, misappropriation, or other violation of the Intellectual Property of any Person by the Seller in the conduct of the Business; (B) challenging the validity, enforceability, registrability, patentability, or ownership of any Intellectual Property Assets or the Seller’s rights with respect to any Intellectual Property Assets or Licensed Intellectual Property; or (C) by the Seller or any other Person alleging any infringement, misappropriation, or other violation by any Person of any Intellectual Property Assets. The Seller is not aware of any facts or circumstances that could reasonably be expected to give rise to any such Action;

(v) the Seller is not subject to any outstanding or prospective Order (including any motion or petition therefor) that does or could reasonably be expected to restrict or impair the ownership or use of any Intellectual Property Assets or Licensed Intellectual Property;

(w) all Business IT Systems are in good working condition and are sufficient for the operation of the Business as currently conducted. In the past, there has been no malfunction, failure, continued substandard performance, denial-of-service, or other cyber incident, including any cyberattack, or other impairment of the Business IT Systems that has had or would reasonably be expected to have a material adverse effect on the Business. The Seller has taken commercially reasonable steps to safeguard the confidentiality, availability, security, and integrity of the Business IT Systems, including implementing and maintaining appropriate backup, disaster recovery, and Software and hardware support arrangements; and

(x) to the best of the Seller’s knowledge, the Seller has complied in all material respects with all applicable Laws and all publicly posted policies, notices, and statements concerning the collection, use, processing, storage, transfer, and security of personal information in the conduct of the business of the Seller. In the past, the Seller has not (i) experienced any actual, alleged, or suspected data breach or

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other security incident involving personal information in its possession or control or (ii) been subject to or received any notice of any audit, investigation, complaint, or other Action by any Governmental Authority or other Person concerning the Seller's collection, use, processing, storage, transfer, or protection of personal information or actual, alleged, or suspected violation of any applicable law concerning privacy, data security, or data breach notification, in each case in connection with the conduct of the business of the Seller, and to the Seller's knowledge, there are no facts or circumstances that could reasonably be expected to give rise to any such Action.

4.2 In order to induce the Seller to enter into and perform this Agreement and to consummate the transactions contemplated by this Agreement, the Buyer hereby represents and warrants to the Seller as of the date of this Agreement as follows:

(a) the Buyer is a corporation incorporated and validly existing under the law of the Province of British Columbia and has not been discontinued or dissolved under such Law. The Buyer has the corporate power and capacity to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Buyer of this Agreement and the documents to be delivered hereunder and the consummation of the transactions hereby have been duly authorized by all requisite corporate action on the part of the Buyer. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by the Buyer, and (assuming due authorization, execution and delivery by the Seller) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of the Buyer enforceable against the Buyer in accordance with their respective terms;

(b) the execution, delivery and performance by the Buyer of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not:

(i) violate or conflict with the articles of incorporation, by-laws or any shareholder agreement of the Buyer;

(ii) violate or conflict with or result any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Buyer;

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(iii) conflict with, or result in (with or without notice or lapse of time, or both) any violation of, as default under, or give use to a right of termination, acceleration or modification of any obligation or loss of any benefit under any Contract or other instrument to which the Buyer is a Party;

(c) no consent, approval, waiver or authorization is required to be obtained by the Buyer from any person or entity (including any Governmental Authority) in connection with the execution, delivery and performance by the Buyer of this Agreement and the consummation of the transactions contemplated hereby;

(d) the Buyer is the registered and beneficial owner of all the issued and outstanding securities of FinanceWerx Solutions Inc.;

(e) the Shares are listed for trading on the CSE and are not subject to any cease trade order or any other order of any applicable securities regulatory authority, and, to the knowledge of the Buyer, no investigation or other proceedings involving the Buyer that may operate to prevent or restrict trading of any securities of the Buyer are currently in progress or pending before any applicable securities regulatory authority; and

(f) the Buyer is a reporting issuer in good standing in the provinces of British Columbia and Ontario, and is in material compliance with applicable securities laws and the policies of the CSE.

4.3 Unless otherwise required by applicable law or stock exchange requirements, neither Party shall make any public announcements regarding this Agreement, or the transactions contemplated hereby, without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed).

4.4 Following the Closing, each of the Parties shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder.

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1. General Provisions.

5.1 This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of British Columbia. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia in the City of Vancouver.

5.2 Except as expressly allowed herein, the Buyer will hold in confidence and not use, copy or disclose any Confidential Information of the Seller and shall similarly bind its employees and contractors in writing. Nothing herein shall permit the Buyer to disclose or use, except as explicitly permitted elsewhere in this Agreement, Confidential Information of the Seller and then only on an “as needed” basis for purposes of this Agreement.

5.3 Each Party shall, upon the reasonable request of the other Party, promptly execute and deliver such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.

5.4 All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

5.5 All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given:

(a) when delivered by hand (with written confirmation of receipt);

(b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested);

(c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or

(d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 5.5):

If to the Seller:

^{}[] 1431575 B.C. Ltd.

^{}[] Email:

^{}[] [Redacted - Personal Information]

with a copy, which shall not constitute notice, to:

DLA Piper (Canada) LLP
2700 – 1133 Melville Street
Vancouver, British Columbia V6E 4E5
Email: [email protected]

If to the Buyer:

FintechWerx International Software Services Inc.
1275 W 6th Ave, Suite 315
Vancouver, British Columbia V6H 1A6]
Email: [email protected]

with a copy, which shall not constitute notice, to:

Cozen O'Connor LLP
550 Burrard Street, Suite 2501
Vancouver, BC V6C 2B5
Facsimile: 778-357-3313
Email: [email protected]

5.6 The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

5.7 If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

5.8 This Agreement shall be binding upon and shall enure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning Party of any of its obligations hereunder.

5.9 This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or

equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

5.10 The Parties acknowledge and agree that Cozen O'Connor LLP (“Cozen O'Connor”) has acted as legal counsel to the Buyer only, and not to any other Party, and that Cozen O'Connor has not been engaged to protect the rights and interests of any other Party. The Seller acknowledges and agrees that they have been advised and have had adequate opportunity to seek, independent legal and taxation advice with respect to the subject matter of this Agreement and for the purpose of ensuring their rights and interests are protected. The Seller represents and warrants to the Buyer and Cozen O'Connor that they have sought independent legal and taxation advice or have consciously chosen not to do so with full knowledge of the risks associated with not obtaining such independent legal or taxation advice.

5.11 No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

5.12 The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

5.13 The representations and warranties of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of one (1) year from the Closing Date (the “Survival Period”), after which time they shall expire and be of no further force and effect. No claim for indemnification for breach of any representation or warranty may be brought after the expiration of the applicable Survival Period, unless a Claim Notice with respect thereto has been delivered to the indemnifying Party prior to such expiration.

5.14 Subject to the other terms and conditions of this Section 5.134, from and after the Closing Date, the Seller shall indemnify and defend the Buyer and its respective Representatives (collectively, the “Buyer Indemnites”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnites based upon, arising out of, with respect to or by reason of:

18

(a) any inaccuracy in or breach of any of the representations or warranties of the Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement.

5.15 Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to indemnify the Buyer Indemnitees:

(a) for any Losses in excess of an aggregate amount equal to the Purchase Price actually paid to the Seller at the date of any claim; and

(b) for any Losses to the extent such Losses are covered by insurance proceeds actually received by the Buyer Indemnitees, net any costs of collection.

5.16 The limitation set forth in the above Section 5.15 shall not apply to Losses arising from fraud or intentional misrepresentation by the Seller.

5.17 The indemnification provisions of this Article 5 shall constitute the sole and exclusive remedy of each Party with respect to any breach of any representation, warranty, covenant, or agreement contained in this Agreement, except for claims based on fraud or intentional misrepresentation, and except that nothing herein shall limit any Party's right to seek relief pursuant to Section 5.14.

5.18 Subject to the other terms and conditions of this Section 5.158, from and after the Closing Date, Buyer shall indemnify and defend the Seller and its respective Representatives (collectively, the "Seller Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of the Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties

^{}[] 19

that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Buyer pursuant to this Agreement.

5.19 This Agreement may be terminated prior to the Closing:

(a) by mutual written agreement of the Buyer and the Seller;

(b) by either Party, upon written notice to the other Party, if the Closing shall not have occurred on or before the date that is ninety (90) days after the date of this Agreement (the “Outside Date”); provided that the right to terminate this Agreement under this section shall not be available to any Party whose breach of any provision of this Agreement has been the principal cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date; or

(c) by either Party, upon written notice to the other Party, if any Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining, or otherwise prohibiting the transactions contemplated by this Agreement, and such Order or action shall have become final and non-appealable.

5.20 In the event of termination of this Agreement pursuant to this section, this Agreement shall become void and of no further force and effect (except for this section, Section 5.1 (Governing Law), Section 5.2 (Confidentiality), and Section 5.4 (Expenses), which shall survive any termination of this Agreement), and there shall be no liability on the part of any Party; provided, that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to such termination, including any willful breach.

5.21 This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and the relationship between the Parties, and supersedes all other representations, understandings, or agreements, whether oral or written entered into or made prior to the date that this Agreement is signed by the Parties. No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by the Party against whom enforcement is sought.

5.22 This Agreement may be modified or amended only by a written instrument duly executed by the Parties.

5.23 This Agreement may be executed in multiple counterparts and by electronic signature, each of which shall be deemed an original and all of which

^{}[] 20

together shall constitute one instrument. Delivery of an executed counterpart of the signature page to this Agreement by facsimile, email or other functionally equivalent electronic means of transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

[Remainder of the page intentionally left blank – signature pages follow]

^{}[] 21

IN WITNESS WHEREOF, the parties hereto have by themselves or, as appropriate, their duly authorized representatives executed this Agreement as of the day and year first above written.

FINTECHWERX INTERNATIONAL
SOFTWARE SERVICES INC.

By: “Francisco Carasquero”
Name: Francisco Carasquero
Title: Executive Chair, CFO

1431575 B.C. LTD.

By: “Fred Zdan”
Name: Fred Zdan
Title: Founder, Ruby Loans

^{}[] 22

^{}[] 23

Schedule “A”

Milestone Payments

Schedule “B”
Seller Disclosure Letter

[Redacted - Description of Intellectual Property]

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