SHARE EXCHANGE AGREEMENT

by and among

FINGERMOTION, INC., A DELAWARE CORPORATION,

TELFORGE, INC., A NEVADA CORPORATION,

AND

THE SHAREHOLDERS OF TELFORGE, INC.,

NAMED HEREIN

Dated as of March 18, 2026

SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of March 18, 2026, is by and among FingerMotion, Inc., a Delaware Corporation (“FNGR”), Telforge, Inc., a corporation organized under the laws of Nevada (“Telforge”, or the “Company”), and the Telforge Shareholders set forth on the signature page hereto (the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.

BACKGROUND

A. FNGR is subject to the reporting requirements of the Exchange Act and FNGR’s common shares are quoted for public trading on the Nasdaq Capital Market (the “NASDAQ”).

B. As of the date of this Agreement, FNGR is authorized to issue stock designated as common stock, $0.0001 par value (“FNGR Common Stock”), the total number of shares of which FNGR is authorized to issue being two hundred million (200,000,000). As of the date of this Agreement FNGR has approximately 61,281,308 shares of common stock issued and outstanding. Further, as of the date of this Agreement, FNGR is authorized to issue stock designated as preferred stock (“FNGR Preferred Stock”), the total number of shares of which FNGR is authorized to issue being one million (1,000,000), of which no shares of the FNGR Preferred Stock are issued and outstanding.

C. As of the date of this Agreement Telforge is privately held and is authorized to issue (i) 1,000 shares of common stock, $10 par value (“Telforge Common Stock”), (ii) 4,000,000 shares of common stock, Class A, $0.01 par value, and (iii) 4,000 shares of preferred stock, Class A, with a par value of $0.01, of which 1,000 shares of Telforge Common Stock is issued and outstanding as at the date of this agreement. As of the date of this Agreement, Telforge has 1000 shares of common stock issued and outstanding.

D. The Shareholders have agreed to exchange all of their shares of Telforge Common Stock representing 100% of the equity interests in Telforge in exchange for up to Seven Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (7,333,333) newly issued shares of FNGR Common Stock representing approximately 11.97% of the issued and outstanding shares of FNGR before the Closing occurs, to be issued or granted to the Shareholders (each a “Shareholder”) in accordance with the Shareholder instructions set forth in Exhibit F. The Consideration Shares shall be subject to the terms of distribution as set forth in this Agreement and the resale restrictions as defined herein.

E. The board of directors of FNGR has (i) declared this Agreement and the transactions contemplated hereby (the “Transactions”), including the issuance of Consideration Shares in connection therewith, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of FNGR and (ii) approved this Agreement and the Transactions, including the issuance of Consideration Shares in connection therewith, upon the terms and subject to the conditions set forth herein.

F. The board of directors of Telforge has (i) declared this Agreement and the Transactions, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of Telforge and its shareholders and (ii) approved this Agreement and the Transactions, upon the terms and subject to the conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

Exchange of Shares

1.1. Share Exchange. At the Closing, the Shareholders shall sell, transfer, convey, assign and deliver to FNGR, Telforge Common Stock representing one hundred percent (100%) of Telforge’s Common Stock, free and clear of all Liens and other encumbrances. In consideration therefor, FNGR shall issue to the Shareholders, in the aggregate and in accordance with the Shareholder instructions set forth in Exhibit F, Two Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (2,333,333) shares of FNGR Common Stock (the “Closing Shares”), plus a number of Milestone Shares in accordance with, and subject to the contingencies, set forth in Section 1.2 and the adjustments set forth herein.

1.2. Earnout Consideration. Upon the terms and subject to the conditions set forth in this Article I, the Shareholders shall be entitled to earn, in accordance in accordance with the Shareholder instructions set forth in Exhibit F, up to an aggregate amount of 5,000,000 additional shares of FNGR Common Stock (the “Milestone Shares”, and together with the Closing Shares, the “Consideration Shares”) based on the Cumulative Revenue and Secured Contract Value (each as defined herein) achieved during the periods from the Closing Date and ending on the date that is: (i) three (3) months following the Closing Date (the “First Earnout Period”); and (ii) six (6) months following the Closing Date (the “Second Earnout Period”, and together with the First Earnout Period, the “Earnout Periods”).

The Second Revenue Milestone shall be determined on a cumulative basis from the Closing Date through the end of the Second Earnout Period, inclusive of any Cumulative Revenue and Secured Contract Value recognized during the First Earnout Period. Milestone Shares that are not earned on or before the expiration of the applicable Earnout Period shall be automatically forfeited and cancelled in accordance with Section 1.2(d).

1.6       Adjustments to Consideration

1.7. Closing. The Closing of the Transactions (the “Closing”) shall take place remotely by electronic exchange and delivery of signatures and documents (i.e., email of pdf documents), (i) at or before 5:00 PM PDT on the business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the Transactions (other than conditions with respect to actions that the respective parties will take at Closing) or (ii) such other date and time as the Parties may mutually determine (clauses (i) or (ii) shall be referred to as, the “Closing Date”).

ARTICLE II

Representations and Warranties of the Shareholders

Each Shareholder, severally and not jointly, hereby represents and warrants to FNGR as follows, as of the date hereof and as of each applicable milestone measurement date:

2.1. Good Title. Such Shareholder is the record and beneficial owner, and has good title to its Telforge Common Stock, with the right and authority to sell and deliver such Telforge Common Stock. Upon delivery of any certificate or certificates duly assigned, representing the same as herein contemplated and/or upon registering of FNGR as the new owner of such Telforge Common Stock in the share register of Telforge, FNGR will receive good title to such Telforge Common Stock, free and clear of all Liens and other encumbrances other than restrictions imposed by federal or state securities laws.

2.2. Power and Authority. Such Shareholder has the legal power, capacity and authority to execute and deliver this Agreement and any other documents contemplated by the Transactions to be delivered by it hereunder and to perform its obligations hereunder and thereunder, and to consummate the Transactions. All acts required to be taken by such Shareholders to enter into the Agreement have been properly taken. This Agreement constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally.

2.3. No Conflicts. The execution and delivery of this Agreement by such Shareholder and the performance by such Shareholder of his/her/its obligations hereunder in accordance with the terms hereof: (a) will not require the consent of any third party or Governmental Entity under any Laws; (b) will not violate any Laws applicable to such Shareholder; and (c) will not violate or breach any contractual obligation to which such Shareholder is a party.

2.4. Litigation. There is no pending proceeding against such Shareholder that involves his/her/its shares of Telforge Common Stock or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the Transactions and, to the knowledge of such Shareholder, no such proceeding has been threatened, and no event or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such proceeding.

2.5. No Finder’s Fee. Such Shareholder has not created any obligation for any finder’s, investment banker’s or broker’s fee in connection with the Transactions.

2.6. Purchase Entirely for Own Account. The FNGR Common Stock proposed to be acquired by such Shareholder hereunder will be acquired for investment for his/her/its own account, for investment purposes only, and not with a view to the resale or distribution of any part thereof, and such Shareholder has no present intention of selling or otherwise distributing his/her/its shares of FNGR Common Stock, except in compliance with applicable securities laws.

2.7. Available Information. Such Shareholder has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of an investment in FNGR. Such Shareholder hereby acknowledges that he/she/it has had the opportunity to review all publicly available information concerning FNGR, including, but not limited to all filings made by FNGR to the SEC pursuant to the Exchange Act. Such Shareholder has been provided access to all information regarding FNGR that such Shareholder deems necessary to make an informed investment decision. Such Shareholder has had the opportunity to ask questions of, and receive answers from, FNGR’s management regarding FNGR and the terms of the transaction.

2.8. Non-Registration. Such Shareholder understands that the Consideration Shares have not been registered under the Securities Act or any applicable state securities law and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Shareholder’s representations as expressed herein. Such Shareholder understands that the Consideration Shares are “restricted securities” and is acquiring the Consideration Shares as principal for its own account with investment intent and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Consideration Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Consideration Shares.

2.9. Restricted Securities. Such Shareholder understands that (i) the shares of FNGR Common Stock are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by such Shareholder pursuant hereto, the FNGR Common Stock would be acquired in a transaction not involving a public offering and (ii) the issuance of the FNGR Common Stock hereunder has not been registered under the Securities Act or the securities laws of any state of the U.S. and that the issuance of the FNGR Common Stock is being effected in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering. Such Shareholder further acknowledges that if the FNGR Common Stock is issued to such Shareholder in accordance with the provisions of this Agreement, such FNGR Common Stock may not be resold without registration under the Securities Act or the existence of an exemption therefrom. Such Shareholder represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

2.10. Investor Status. Each Shareholder represents and warrants, severally and not jointly, that, as of the Closing Date:

will, as a condition of receiving Consideration Shares, be required to deliver a certificate, in the form attached as Exhibit E hereto, as to their status as an accredited investor, together with any supporting information as reasonably requested by FNGR in order to confirm their status and the availability of an exemption from the registration requirements of the Securities Act and applicable state securities laws for the issuance of such Consideration Shares to such Shareholder. Such Shareholder acknowledges that it is acquiring the securities for investment purposes and not with a present view to any resale in violation of the Securities Act, and that it is responsible for evaluating the risks of its investment.

2.11. Legends. Such Shareholder understands and acquiesces that the Consideration Shares will bear the following legend or one substantially similar to the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

2.12. Additional Legend; Milestone Shares. The Milestone Shares will bear a restrictive legend similar to the below:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR BOOK-ENTRY POSITION) ARE DESIGNATED AS “FIRST MILESTONE SHARES” OR “SECOND MILESTONE SHARES” (COLLECTIVELY, THE “MILESTONE SHARES”) AND WERE ISSUED PURSUANT TO THAT CERTAIN SHARE EXCHANGE AGREEMENT AND RELATED ESCROW AGREEMENT (THE “AGREEMENTS”).

THE MILESTONE SHARES ARE SUBJECT TO CONTRACTUAL TRANSFER RESTRICTIONS AND ESCROW PROVISIONS AS SET FORTH IN THE AGREEMENTS. THE MILESTONE SHARES MAY NOT BE SOLD, TRANSFERRED, EXCHANGED, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED, OR OTHERWISE DISPOSED OF, WHETHER DIRECTLY, INDIRECTLY, VOLUNTARILY, INVOLUNTARILY, BY MERGER, CONSOLIDATION, TRANSFER, CONTINUANCE, DOMESTICATION, DIVISION, OPERATION OF LAW, OR OTHERWISE, AND NO ATTEMPTED TRANSFER, SALE, EXCHANGE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION SHALL BE EFFECTIVE, UNLESS AND UNTIL SUCH SHARES ARE RELEASED FROM ESCROW IN ACCORDANCE WITH THE TERMS OF THE AGREEMENTS.

THE MILESTONE SHARES ARE SUBJECT TO FORFEITURE AND CANCELLATION FOR NO CONSIDERATION UPON THE FAILURE TO ACHIEVE CERTAIN REVENUE-BASED MILESTONES BY SPECIFIED OUTSIDE DATES, ALL AS MORE FULLY DESCRIBED IN THE AGREEMENTS. UPON THE OCCURRENCE OF SUCH FAILURE, THE MILESTONE SHARES SHALL AUTOMATICALLY BE FORFEITED AND TRANSFERRED TO THE COMPANY AND CANCELLED FOR NO CONSIDERATION AND SHALL CEASE TO BE OUTSTANDING WITHOUT ANY FURTHER ACTION BY THE HOLDER.

IN ADDITION, THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED UNLESS (A) REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

THE COMPANY SHALL REFUSE TO REGISTER ANY TRANSFER OF THESE SECURITIES NOT MADE IN COMPLIANCE WITH THE FOREGOING RESTRICTIONS.

2.13 Additional Legend; Consent. Additionally, the Consideration Shares will bear any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended. Such Shareholder consents to FNGR making a notation on its records or giving instructions to any transfer agent of FNGR Common Stock in order to implement the restrictions on transfer of the shares.

2.14       Milestones.

2.16       Compliance with Securities Laws

2.17       Non-Affiliate Status. Such Shareholder is not, and immediately after the Closing will not be, an “affiliate” of FNGR as defined in Rule 405 under the Securities Act.

ARTICLE III

Representations and Warranties of Company

Subject to such exceptions as are specifically set forth in the appropriate section or subsection of the disclosure schedule delivered by Company to FNGR on the date hereof and attached hereto as Exhibit B (the “Company Disclosure Schedule”) (it being understood and hereby agreed that (i) the information set forth in the Company Disclosure Schedule shall be disclosed under separate section and subsection references that correspond to the sections and subsections of this Article III to which such information relates, and (ii) the information set forth in each section, subsection, and subclause of the Company Disclosure Schedule shall qualify (A) the representations and warranties set forth in the corresponding section or subsection of this Article III, and (B) any other representations and warranties set forth in this Article III if it is reasonably apparent on the face of such disclosure, without independent knowledge of the matters described therein, that it applies to such other section or subsection of this Article III) Company hereby represents and warrants to FNGR, as of the date hereof and as of the Closing Date, as though made at the Closing Date (except for such representations and warranties set forth herein and made as of a specified date, which are made only as of such specified date), as follows:

3.1. Organization, Standing and Power. Telforge and each of its subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted. Telforge and each of its subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary. Company has delivered to FNGR true and complete copies of the Telforge Charter, the Telforge Bylaws and the comparable charter, organizational documents and other constituent formation and governing documents as amended through the date of this Agreement.

3.2. Subsidiaries; Equity Interests. Telforge has no subsidiaries and does not own, directly or indirectly, any shares or other equity securities of any corporation nor does it have any equity or ownership interest in any business or person. The Corporation is not subject to any obligation or requirement to provide funds to or make any investment in any business or person by way of loan, capital contribution or otherwise, other than those set forth in Section 3.2 of the Company Disclosure Schedule.

3.3. Capital Structure. The authorized capital stock of Telforge consists of (i) 1,000 shares of Telforge Common Stock, (ii) 4,000,000 shares of common stock, Class A, $0.01 par value, and (iii) 4,000 shares of preferred stock, Class A, with a par value of $0.01. As of the date hereof, 1,000 shares of Telforge Common Stock are issued and outstanding as set forth in Exhibit A hereto. All outstanding common shares of Telforge are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the laws of the United States, the laws of any U.S. state, the Telforge Charter, the Telforge Bylaws, or any Contract to which Telforge is a party or otherwise bound. No other classes of shares or other voting securities of Telforge are issued or reserved for issuance or outstanding. There are not any bonds, debentures, notes or other indebtedness of Telforge having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Telforge’s common stock or the capital stock of any of its subsidiaries may vote (“Voting Telforge Debt”). As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Telforge is a party or by which any of them is bound (a) obligating Telforge to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Telforge or any Voting Telforge Debt, (b) obligating Telforge to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Telforge or of any of its subsidiaries. As of the date of this Agreement, there are not any outstanding contractual obligations of Telforge to repurchase, redeem or otherwise acquire any common shares of Telforge.

3.4. Authority; Execution and Delivery; Enforceability. Telforge has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery by Telforge of this Agreement and the consummation by Telforge of the Transactions have been duly authorized and approved by the Board of Directors and Shareholders of Telforge and no other corporate proceedings on the part of Telforge are necessary to authorize this Agreement and the Transactions. When executed and delivered, this Agreement will be enforceable against Telforge in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally.

3.5. No Conflicts; Consents. The execution and delivery by Telforge of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Telforge under, any provision of (i) the Telforge Charter, the Telforge Bylaws or the comparable charter or organizational documents of any of its subsidiaries, (ii) any material Contract to which Telforge is a party or by which any of their respective properties or assets is bound or (iii) any material judgment, order or decree or material Law applicable to Telforge or its properties or assets. There are no shareholders’ agreements, pooling agreements, voting trusts, proxies or other similar agreements or understandings with respect to the ownership or voting of any shares of common stock of Telforge or any capital stock of any subsidiaries of Telforge.

3.6. Compliance with Applicable Laws. Except for any required filings under applicable “Blue Sky” or state securities commissions, no consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Telforge in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions. Telforge and each of its subsidiaries have conducted their business and operations in compliance in all material respects with all applicable Laws.

3.7. Brokers. No broker, investment banker or other Person is entitled to any broker’s, finder’s, or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Telforge or any of its subsidiaries.

3.8. Foreign Corrupt Practices. Neither Telforge, nor any of its subsidiaries, nor, to the Company’s Knowledge, any director, officer, agent, employee or other Person acting on behalf of Telforge has, in the course of its actions for, or on behalf of, Telforge (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; or (c) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

3.9. Disclosure. All disclosure provided to FNGR regarding Telforge and its business, furnished by or on behalf of Telforge in connection with this Agreement (including Telforge’s representations and warranties set forth in this Agreement) is complete and accurate in all material respects. No statement herein or in the Company Disclosure Schedule contains any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

3.10. No Additional Agreements. Telforge does not have any agreement or understanding with the Shareholders with respect to the Transactions other than as specified in this Agreement.

3.11 Undisclosed Liabilities. There are no off-balance sheet arrangements to which Telforge or any of its subsidiaries, if any, is a party. Telforge and each of its subsidiaries has no liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise (collectively, “Liabilities”), except: (a) those which have been incurred in the Ordinary Course of Business since December 31, 2025 and which are not, individually or in the aggregate, material in amount; and (b) incurred in connection with the Transactions. In all material respects, the financial records of Telforge disclosed to FNGR, which include the balance sheet of Telforge as at December 31, 2025 (the “Balance Sheet”), present fairly, completely and accurately the assets, liabilities (whether accrued, absolute, contingent or otherwise), as at the applicable date and for the periods to which they relate. The financial position of the Company is, as of the date of this Agreement, and will be, as of Closing, at least as good as that shown by or reflected in the Balance Sheet.

3.12 Intellectual Property.

3.13 Insurance.  The Company does not currently maintain any insurance policies.

3.14 Employee Benefit Matters. Telforge does not have, and is not subject to any present or future obligation or liability under, any written or oral pension plan, deferred compensation plan, incentive compensation plan, retirement income plan, stock option or stock purchase plan, stock appreciation plan, phantom stock option plan, retirement plan, salary continuation plan, termination or severance plan, supplemental unemployment plan, profit sharing plan, commission plan, bonus plan or policy, employee group insurance plan, hospitalization plan, disability plan, health, welfare, medical or dental plan or other benefit plan, program, policy, arrangement or practice, formal or informal, with respect to any of its employees, directors, officers, contractors, consultants, agents, agency employees or other Person, other than plans established pursuant to statute

3.15 Employment Matters.

3.16 Taxes.

3.17 Bank Accounts. Company has disclosed to FNGR, with respect to each account of Company with any bank, broker, merchant processor, or other depository institution: (i) the name and account number of such account; (ii) the name and address of the institution where such account is held; (iii) the name of any person(s) holding a power of attorney with respect to such account, if any; and (iv) the names of all authorized signatories and other persons authorized to withdraw funds from each such account.

3.18 Legal Proceedings; Governmental Orders.

3.19 Real Property; Title to Assets.

3.20 Material Contracts.

3.21 Permits; Compliance with Law.

3.22 Transactions with Affiliates. There are no transactions, arrangements or Contracts between Telforge or any Subsidiary of Telforge, on the one hand, and any stockholder, officer, director, or Affiliate (other than Telforge and its subsidiaries) of Telforge, on the other hand, other than employment relationships, equity arrangements and compensation, benefits, travel advances and employee loans in the ordinary course of business.

3.23 Absence of Certain Changes, Events and Conditions. Since December 31, 2025, the business of the Company has been conducted in the ordinary course of business consistent with past practice, and there has not been, with respect to the Company, any:

(w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;

3.24 Sufficiency of Assets. The properties and assets owned or leased by Company constitute all the property and assets used or held for use in connection with the business of Telforge and its subsidiaries, and are sufficient for the conduct of such business as currently and typically conducted.

ARTICLE IV

Representations and Warranties of FNGR

Subject to such exceptions as are specifically set forth in the appropriate section or subsection of the disclosure schedule delivered by FNGR to the Company on the date hereof and attached hereto as Exhibit C (the “FNGR Disclosure Schedule”) (it being understood and hereby agreed that (i) the information set forth in the FNGR Disclosure Schedule shall be disclosed under separate section and subsection references that correspond to the sections and subsections of this Article IV to which such information relates, and (ii) the information set forth in each section, subsection, and subclause of the FNGR Disclosure Schedule shall qualify (A) the representations and warranties set forth in the corresponding section or subsection of this Article IV, and (B) any other representations and warranties set forth in this Article IV if it is reasonably apparent on the face of such disclosure, without independent knowledge of the matters described therein, that it applies to such other section or subsection of this Article IV) FNGR hereby represents and warrants to the Shareholders and the Company, as of the date hereof and as of the Closing Date, as though made at the Closing Date (except for such representations and warranties set forth herein and made as of a specified date, which are made only as of such specified date), as follows:

4.1 Subsidiaries. FNGR has disclosed to Company, all outstanding voting securities of or other interests in, or any control it has over, any other person.

4.2 FNGR Organization and Name. FNGR is a corporation, duly organized, validly existing and in good standing under the laws of Delaware, its jurisdiction of organization, and has the full power and authority and all necessary licenses, permits and other required authorization to: (i) enter into and execute this Agreement and to perform all of its obligations hereunder; and (ii) own and operate its assets and properties and to conduct and carry on its business as and to the extent now conducted. FNGR is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the character of its business or the ownership or use and operation of its assets or properties requires such qualification. The exact legal name of FNGR is as set forth in the first paragraph of this Agreement, and FNGR has disclosed to Company any other name or trade name under which FNGR has conducted business during the last five (5) years.

4.3 Authorization; Validity. FNGR has full right, power and authority to enter into this Agreement, as provided herein and to perform all of its duties and obligations under this Agreement and no other action or consent on the part of FNGR, its board of directors, stockholders, or any other person is necessary or required by FNGR to execute this Agreement, consummate the Transactions contemplated herein and perform all of its obligations hereunder. The execution and delivery of this Agreement will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the FNGR Charter and FNGR Bylaws, or other governing documents. All necessary and appropriate corporate action has been taken on the part of FNGR to authorize the execution and delivery of this Agreement. This Agreement is a valid and binding agreement and contract of FNGR, enforceable against FNGR in accordance with its respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. FNGR knows of no reason why it cannot perform any of its obligations under this Agreement or any related agreements.

4.4 Capital Structure. As of the date of this Agreement, the authorized capital stock of FNGR consists of 200,000,000 FNGR Common Stock and 1,000,000 shares of FNGR Preferred Stock. As of the date of this Agreement: (i) 61,281,308 shares of FNGR Common Stock are issued and outstanding; and (ii) no shares of FNGR Preferred Stock are issued and outstanding. All of the issued and outstanding capital stock of FNGR is, and when issued in accordance with the terms hereof, validly issued, fully paid and nonassessable, having been issued in compliance with all foreign, federal and state securities laws and none of such shares were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities, subject to the achievement of the Revenue Milestones with respect to the Milestone Shares. As of the date of this Agreement, no shares of FNGR’s capital stock are subject to preemptive rights or any other similar rights or any liens, claims or encumbrances suffered or permitted by FNGR. The FNGR Common Stock is currently quoted on the NASDAQ under the trading symbol “FNGR”. FNGR has received no notice, either oral or written, with respect to continued eligibility of the FNGR Common Stock for quotation on the NASDAQ, and FNGR has maintained all requirements on its part for the continuation of such quotation. To the extent not already disclosed in the FNGR Financial Statements and other filings with the SEC and except as disclosed in Section 4.4 of the FNGR Disclosure Schedule, there are no (i) outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of FNGR or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which FNGR or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the FNGR or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of FNGR and (ii) outstanding debt securities, notes, credit agreements, credit facilities or other contracts or instruments evidencing indebtedness of FNGR or by which FNGR is or may become bound, (iii) outstanding registration statements with respect to FNGR or any of their respective securities, and there are no outstanding comment letters from the SEC, the NASDAQ, or any other Governmental Entity with respect to any securities of FNGR; and (iv) agreements or arrangements under which FNGR is obligated to register the sale of any of its securities under the Securities Act or any other law of any other Governmental Entity (v) financing statements filed with any Governmental Entity securing any obligations of FNGR or filed in connection with any assets or properties of FNGR; (vi) securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein; and (vii) outstanding securities or instruments of FNGR which contain any redemption or similar provisions, and any contracts or agreements by which FNGR is or may become bound to redeem a security of FNGR (except pursuant to this Agreement). FNGR has furnished to the Company complete and correct copies of the FNGR Charter and FNGR Bylaws, and any other governing or organizational documents, as applicable. Except for the documents delivered to the Company in accordance with the immediately preceding sentence, there are no other shareholder agreements, voting agreements, operating agreements, or other contracts or agreements of any nature or kind that restrict, limit or in any manner impose obligations, restrictions or limitations on the governance of FNGR.

4.5 No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not in any material respects: (i) constitute a violation of or conflict with the FNGR Charter, FNGR Bylaws, or any other organizational or governing documents of FNGR or any of its subsidiaries; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which FNGR is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws and the rules and regulations of the NASDAQ); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other lien, claim or encumbrance with respect to, any permit granted or issued to, or otherwise held by or for the use of, FNGR or its subsidiaries or any of their respective assets. FNGR is not in violation of the FNGR Charter, FNGR Bylaws, or other organizational or governing documents, as applicable, and FNGR is not in default or breach (and no event has occurred which with notice or lapse of time or both could put FNGR in default or breach) under, and FNGR has not taken any action or failed to take any action that would give to any other person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which FNGR is a party or by which any property or assets of FNGR are bound or affected. No business of FNGR is being conducted in material violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, FNGR is not required to obtain any consent or approval of, from, or with any Governmental Entity, or any other person, in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to issue the Consideration Shares in accordance with the terms hereof.

4.6 Issuance of Securities. Assuming the accuracy of the Shareholder’s representations under Article II hereof, the issuance of the Consideration Shares will be exempt from: (i) the registration and prospectus delivery requirements of the Securities Act; (ii) the registration and/or qualification provisions of all applicable state securities and “blue sky” laws; and (iii) any similar registration or qualification requirements of any foreign jurisdiction or other Governmental Entity.

4.7 Compliance With Laws. The nature and transaction of FNGR’s business and operations and the use of its properties and assets, do not and hereafter shall not, violate or conflict with any applicable law, statute, ordinance, rule, regulation or order of any kind or nature, including, without limitation, the provisions of the Fair Labor Standards Act or any zoning, land use, building, noise abatement, occupational health and safety or other laws, any permit or any condition, grant, easement, covenant, condition or restriction, whether recorded or not, except to the extent such violation or conflict would not result in a Material Adverse Effect.

4.8 Environmental Laws and Hazardous Substances. (i) FNGR has not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any hazardous materials, on or off any of the premises of FNGR (whether or not owned by FNGR) in any manner which at any time violates any environmental law or any permit, certificate, approval or similar authorization thereunder; (ii) the operations of FNGR comply in all material respects with all environmental laws and all permits certificates, approvals and similar authorizations thereunder; (iii) there has been no investigation, proceeding, complaint, order, directive, claim, citation or notice by any Governmental Entity or any other person, nor is any pending or, to FNGR’s Knowledge, threatened; and (iv) FNGR has no liability, contingent or otherwise, in connection with a release, spill or discharge, threatened or actual, of any hazardous materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any hazardous material.

4.9 Investment Company. FNGR is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.10 SEC Documents; Financial Statements. FNGR is subject to the reporting requirements of Section 13 of the Exchange Act, and except as disclosed in Section 4.10 of the FNGR Disclosure Schedule, FNGR has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC or any other Governmental Entity (all of the foregoing filed within the two (2) years preceding the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). FNGR is current with its filing obligations under the Exchange Act and all SEC Documents have been filed on a timely basis or FNGR has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. True and complete copies of the SEC Documents are available on the SEC’s website (www.sec.gov) at no charge to Company, and Company acknowledges that it may retrieve all SEC Documents from such website and Company’s access to such SEC Documents through such website shall constitute delivery of the SEC Documents to Company; provided, however, that if Company is unable to obtain any of such SEC Documents from such website at no charge, as a result of such website not being available or any other reason beyond Company’s control, then upon request from the Company, FNGR shall deliver to the Company true and complete copies of such SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in Section 4.10 of the FNGR Disclosure Schedule, (i) none of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof, which amendments or updates are also part of the SEC Documents, and (ii) as of their respective dates, the consolidated financial statements of FNGR included in the SEC Documents (the “FNGR Financial Statements”) complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All of the FNGR Financial Statements have been prepared in accordance with GAAP, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such FNGR Financial Statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of FNGR as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). To FNGR’s Knowledge, no other information provided by or on behalf of FNGR to Company which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

4.11 Absence of Certain Changes. Since the date the last SEC Document was filed with the SEC, none of the following have occurred:

4.12 Litigation and Taxes. Except as disclosed in the SEC Documents, to FNGR’s Knowledge, there are no active or pending Actions against FNGR or any of its officers or directors, or affecting any material assets of FNGR, that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. There are no outstanding judgments, orders, writs, injunctions, or decrees against FNGR or affecting any of its material assets that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the SEC Documents, there is no audit, examination, investigation, or other proceeding pending or, to FNGR’s Knowledge, threatened by any taxing authority with respect to any tax returns filed by FNGR.

4.13 Reserved.

4.14 Reserved.

4.15 Reserved.

4.16 Liabilities and Indebtedness of FNGR. Except as disclosed in the SEC Documents or the FNGR Financial Statements, FNGR has no Liabilities or obligations of any nature whatsoever, except: (i) Liabilities and obligations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; or (ii) Liabilities and obligations incurred in its Ordinary Course of Business since the date of the last FNGR Financial Statements filed by FNGR with the SEC which do not or would not, individually or in the aggregate, exceed $3,000,000.

4.17 Real Estate.

4.18 Material Contracts. An accurate, current and complete copy of each “material contract,” as such term is defined in Regulation S-K of the SEC, to which FNGR is party (“FNGR Material Contract”) has been furnished to Company and/or is readily available as part of the SEC Documents, and each of the FNGR Material Contracts constitutes the entire agreement of the respective parties thereto relating to the subject matter thereof. Except for those provided to Company prior to the Closing Date, there are no outstanding offers, bids, proposals or quotations made by FNGR which, if accepted, would create a FNGR Material Contract. Each of the FNGR Material Contracts, to FNGR’s Knowledge, is in full force and effect and is a valid and binding obligation of the parties thereto in accordance with the terms and conditions thereof. To FNGR’s Knowledge, all obligations required to be performed under the terms of each of the FNGR Material Contracts by any party thereto have been fully performed by all parties thereto, and no party to any FNGR Material Contracts is in default with respect to any term or condition thereof, nor has any event occurred which, through the passage of time or the giving of notice, or both, would constitute a default thereunder or would cause the acceleration or modification of any obligation of any party thereto or the creation of any Lien upon any of the assets or properties of FNGR. Further, FNGR has not received any notice, nor does FNGR have any knowledge, of any pending or contemplated termination of any of the FNGR Material Contracts and, no such termination is proposed or has been threatened, whether in writing or orally.

4.19 Title to Assets. FNGR has good and marketable title to, or a valid leasehold interest in, all of its assets and properties which are material to its business and operations as presently conducted, free and clear of all Liens or restrictions on the transfer or use of same. The assets and properties of FNGR are in good operating condition and repair, ordinary wear and tear excepted, and are free of any latent or patent defects which might impair their usefulness, and are suitable for the purposes for which they are currently used and for the purposes for which they are proposed to be used.

4.20 Intellectual Property. FNGR owns or possesses adequate and legally enforceable rights or licenses to use all Intellectual Property rights necessary to conduct its business as now conducted. FNGR has no knowledge of any infringement by FNGR of the Intellectual Property rights of others, and, to FNGR’s Knowledge, there is no Action of any nature being made or brought against, or to FNGR’s Knowledge, being threatened against, FNGR regarding any Intellectual Property infringement; and FNGR is not aware of any facts or circumstances which might give rise to any of the foregoing.

4.21 Labor and Employment Matters. There are no labor disputes nor, to FNGR’s Knowledge, are any such disputes threatened. To FNGR’s Knowledge, none of the employees of FNGR is a member of a union and FNGR believes that its relations with its employees are good. To FNGR’s Knowledge, FNGR has complied in all material respects with all laws, rules, ordinances and regulations relating to employment matters, civil rights and equal employment opportunities.

4.22 Insurance. FNGR does not currently maintain any insurance policies with respect to its business, assets, or operations. FNGR has no reason to believe that it would be unable to obtain insurance coverage of the types and in the amounts customary for companies of similar size operating in the same or similar lines of business as FNGR, at a cost that would not reasonably be expected to result in a Material Adverse Effect, if and when FNGR determines that such coverage is necessary or advisable in connection with the conduct of its business.

4.23 Permits. FNGR possesses all Permits necessary to conduct its business, and FNGR has not received any notice of, or is otherwise involved in, any Actions relating to the revocation or modification of any such permits. All such Permits are valid and in full force and effect and FNGR is in full compliance with the respective requirements of all such permits.

4.24 Reserved.

4.25 Illegal Payments. Neither FNGR, nor any director, officer, member, manager, agent, employee or other person acting on behalf of FNGR has, in the course of his/her actions for, or on behalf of, FNGR: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any similar foreign law or regulation; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

4.26 Related Party Transactions. Except for: (i) transactions disclosed in the FNGR Financial Statements, which transactions are upon terms no less favorable than FNGR could obtain from third parties; and (ii) arm’s length transactions pursuant to which FNGR makes payments in the Ordinary Course of Business upon terms no less favorable than FNGR could obtain from third parties, none of the officers, directors, managers, or employees of FNGR, nor any stockholders, members or partners who own, legally or beneficially, five percent (5%) or more of the ownership interests of FNGR (collectively, “FNGR Related Persons” and each, an “FNGR Related Person”), is presently a party to any transaction with FNGR (other than for services as employees, officers and directors), including any contract providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from, any officer, director or such employee or FNGR Related Person or, to the best knowledge of FNGR, any other person in which any FNGR Related Person has a substantial or material interest in or of which any FNGR Related Person is an officer, director, trustee or partner.

4.27 Reserved.

4.28 Brokerage Fees. There is no person acting on behalf of FNGR who is entitled to or has any claim for any brokerage or finder’s fee or commission in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.

4.29 No General Solicitation. Neither FNGR, nor its respective Affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or issuance of the Consideration Shares.

4.30 Reserved.

4.31 Complete Information. This Agreement and all financial statements, exhibits, schedules, certificates, confirmations, agreements, contracts, and other materials submitted to, or made available to as part of the SEC Documents, the Company in connection with or in furtherance of this Agreement by or on behalf of FNGR fully and fairly states the matters with which they purport to deal, and do not misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made not misleading.

ARTICLE V

Covenants

5.1 Blue Sky Laws. FNGR shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of the Consideration Shares in connection with this Agreement.

5.2. Public Announcements. FNGR and Company will consult with each other before issuing, and provide each other the opportunity to review and reasonably comment upon (and such comments shall be considered in good faith), any press releases or other public statements with respect to this Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

5.3. Fees and Expenses. All fees and expenses incurred in connection with this Agreement shall be paid by the Party incurring such fees or expenses, whether or not this Agreement is consummated.

5.4. Reserved.

5.5 Financial Statements. If FNGR in good faith at any time determines that the acquisition of the Telforge Common Stock from the Shareholders would be considered a significant acquisition of a business under current Securities and Exchange Commission (“SEC”) regulations, the Company shall deliver to FNGR unaudited consolidated financial statements for its fiscal years 2024 and 2025, and any interim stub period in fiscal 2026 (the “Company Financial Statements”), on or before Thirty (30) Days from the Closing Date. As of their respective dates, the Company Financial Statements will comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All of the Company Financial Statements have been prepared in accordance with GAAP, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such Company Financial Statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

5.6 Continued Efforts. Each Party shall use commercially reasonable efforts to (a) take all action reasonably necessary to consummate the Transactions, and (b) take such steps and do such acts as may be necessary to keep all of its representations and warranties true and correct as of the Closing Date with the same effect as if the same had been made, and this Agreement had been dated, as of the Closing Date.

5.7 Registration Rights.

For the avoidance of doubt:

The Registration Statement shall clearly disclose:

Provided that FNGR has received all required information from the Shareholders and that consolidated financial statements necessary for filing are available and audit-ready, the Registration Statement shall be substantially complete within thirty (30) business days following the commencement of the registration process.

FNGR shall:

For purposes of this Agreement, “substantially complete” means that the Registration Statement has been prepared in a form that FNGR in good faith reasonably believes is eligible for filing with the SEC. For the avoidance of doubt, a Registration Statement shall be deemed “substantially complete” notwithstanding the absence of final PCAOB audit opinions, auditor consents, XBRL tagging, or other items customarily finalized immediately prior to filing or effectiveness, provided that drafts thereof are substantially finalized.

If any Milestone Shares are cancelled pursuant to Section 1.2:

No cancellation of Milestone Shares shall constitute a breach of this Registration Rights section.

Upon delivery of the required PCAOB-compliant financial statements and audit opinions, all applicable filing deadlines shall resume, and FNGR shall file the Registration Statement as promptly as practicable thereafter.

5.8 NASDAQ Listing. FNGR shall make all filings and notices required by the NASDAQ as a result of the Transactions, including any notices or filings required by NASDAQ Listing Standards.

5.9 NASDAQ Compliance.

5.10 Delivery of Documents. At the Closing, FNGR shall deliver to the Shareholders and Company, and Shareholders and Company shall deliver to FNGR, such other documents as the other Party may reasonably request for the purpose of facilitating the consummation of the Transactions.

5.11 Telforge Board of Directors.

Telforge and the Shareholders shall take all actions reasonably necessary to cause such individuals to be duly appointed or elected as directors effective as of the Closing in accordance with applicable law.

5.12 Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by FNGR (which consent shall not be unreasonably withheld, conditioned or delayed), Company shall, (x) conduct the business of the Company in the Ordinary Course of Business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, the Company shall:

5.13 Notice of Certain Events.

(i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 6.1 to be satisfied;

5.14 FNGR Minimum Financing.

5.15 Telforge Use of Proceeds. Telforge and FNGR covenant and agree that the Closing Capitalization Amount shall be used solely in accordance with the use of proceeds identified on Exhibit D hereto.

ARTICLE VI

Conditions to Closing

6.1. Company Closing Conditions. The obligations of the Shareholders and Company to enter into and complete the Closing are subject, at the option of the Shareholders and Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Company and the Shareholders in writing.

6.2. FNGR Closing Conditions. The obligations of FNGR to enter into and complete the Closing is subject, at the option of FNGR, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by FNGR in writing.

ARTICLE VII

Indemnification

7.1. Survival of Representations, Warranties and Covenants. The representations and warranties made by Company and the Shareholders herein shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is two (2) years from the Closing Date. Notwithstanding the foregoing, any claims which are timely asserted in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

7.2 Obligation of Company and Shareholders to Indemnify. Subject to other terms and conditions in this Article VII, Company and the Shareholders (each a “Company Indemnifying Party” and collectively, the “Company Indemnifying Parties”) shall jointly and severally indemnify, defend and hold harmless FNGR and its directors, officers, employees, affiliates, stockholders, debenture holders, agents, attorneys, successors and assigns (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (each a “FNGR Indemnitee” and collectively, the “FNGR Indemnitees”) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys’ and consultants’ fees and disbursements) (collectively, “Losses”) based upon, arising out of or otherwise in respect of any (i) inaccuracy in or breach of any representation or warranty of Company Indemnifying Parties contained in this Agreement or (ii) breach or non-fulfillment by Company Indemnifying Parties of any covenant or agreement contained in this Agreement, in each case so long as such representations, warranties, covenants or agreements survive the Closing Date. The rights to indemnification of the FNGR Indemnitee under this Section 7.2 shall apply notwithstanding any inspection or inquiries made by or on behalf of any of the FNGR Indemnitee, or any knowledge acquired or capable of being acquired by any of the FNGR Indemnitee or facts actually known to any of the FNGR Indemnitee or which a reasonable Person ought to have known (whether before or after the execution and delivery of this Agreement and whether before or after Closing). The waiver of any condition shall not affect the rights to indemnification, reimbursement or other remedy based upon such representation, warranty or covenant.

7.3 Obligations of FNGR to Indemnify. Subject to the other terms and conditions of this Article VII, FNGR shall indemnify and defend each Shareholder and each Shareholder’s Affiliates and each of their respective officers, directors, employees, Shareholders, agents, assigns and successors (collectively, the "Company Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, all Losses based upon, arising out of or otherwise in respect of any (i) material inaccuracy in or material breach of any of the representations or warranties of FNGR contained in this Agreement; or (ii) material breach or non-fulfillment by FNGR of any covenant or agreement contained in this Agreement, in each case so long as such representations, warranties, covenants or agreements survive the Closing Date.

7.4 Notice and Opportunity to Defend. Promptly after receipt by any person entitled to indemnity under this Agreement (an “Indemnitee”) of notice of any demand, claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an “Asserted Liability”) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the “Claims Notice”) to any other party (or parties) who is or may be obligated to provide indemnification pursuant to this Article VII (the “Indemnifying Party”). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee.

7.5 Procedure. The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within 30 days after the date the Claims Notice is given (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability and all reasonable expenses incurred by the Indemnitee in defending or compromising such Asserted Liability, all amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and amounts required to be paid in connection with any compromise or settlement consented to by the Indemnitee, shall be borne by the Indemnifying Party. Except as otherwise provided in the immediately preceding sentence, the Indemnitee may not settle or compromise any claim over the objection of the Indemnifying Party. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but the Indemnitee may not control) the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense.

7.6 Indemnification for Misstatement of Milestone Revenue

7.7. Milestone Set-Off.

7.8. Cumulative Remedies. The rights and remedies provided for in this Article VII are cumulative and are in addition to and not in substitution for any other rights and remedies available at Law or in equity or otherwise.

ARTICLE VIII

Termination

8.1. Subject to Section 8.2, by notice given prior to or at the Closing, this Agreement may be terminated as follows:

8.2 Effect of Termination. Each Party’s right of termination under Section 8.1 is in addition to any other right it may have under this Agreement or otherwise, and the exercise of a Party’s right of termination will not constitute an election of remedies. If this Agreement is terminated pursuant to Section 8.1, this Agreement will be of no further force or effect; provided, however, that (i) this Section 8.2, Article VII and Article IX will survive the termination of this Agreement and will remain in full force and effect, and (ii) the termination of this Agreement will not relieve any Party from any liability for any breach of this Agreement occurring prior to termination.

ARTICLE IX

Miscellaneous

9.1. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the Parties at the addresses set forth on the signature page hereof (or at such other address for a Party as shall be specified by like notice):

9.2. Further Assurances. The Parties agree to execute any and all such other further instruments and documents, and to take any and all such further actions which are reasonably required to effectuate this Agreement and the intents and purposes hereof.

9.3. Non-Waiver. Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition or provision hereof shall not be deemed a waiver of such breach or failure and (iii) no waiver by any party of one breach by another party shall be construed as a waiver of any other or subsequent breach.

9.4. Modifications. This Agreement may not be amended, changed, modified, extended, terminated or discharged orally, but only by an agreement in writing signed by all of the parties to this Agreement.

9.5. Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Shareholders, FNGR and Company will be entitled to specific performance under this Agreement. The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

9.6. Confidentiality. Each Party acknowledges that, in connection with the negotiation and performance of this Agreement and the Transactions, it may receive or have access to confidential or proprietary information of the other Parties, including non-public financial, technical, operational and business information (“Confidential Information”). Each Party agrees to keep confidential and not to disclose, publish or otherwise disseminate any Confidential Information to any third party, and to use such Confidential Information solely for the purposes of evaluating and consummating the Transactions and performing its obligations under this Agreement. The foregoing obligations shall not apply to information that: (i) is or becomes generally available to the public other than as a result of a breach of this Section 9.6; (ii) was already known to the receiving Party on a non-confidential basis prior to disclosure by the disclosing Party; (iii) becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party, provided that such source is not known by the receiving Party to be bound by a confidentiality obligation to the disclosing Party; or (iv) is independently developed by the receiving Party without use of or reference to the Confidential Information. Notwithstanding the foregoing, a Party may disclose Confidential Information to the extent required by applicable Law, regulation, legal process or the rules or regulations of any stock exchange or listing authority, provided that the disclosing Party shall, to the extent legally permitted and reasonably practicable, provide the other Party with prompt written notice of such requirement so that such other Party may seek a protective order or other appropriate remedy. For the avoidance of doubt, the Parties acknowledge that this Agreement and certain related documents may be required to be filed with the SEC or otherwise made publicly available pursuant to applicable securities Laws and listing requirements, and no such filing shall constitute a breach of this Section 9.6. The obligations under this Section 9.6 shall survive the Closing or any termination of this Agreement for a period of two (2) years.

9.7. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.

9.8. Counterparts; Facsimile and Electronic Execution. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes. A party may electronically sign an electronic copy of this agreement via DocuSign or similar applications and bind itself accordingly. This will satisfy all other requirements for this document to be in writing and signed by that party. The parties intend that any electronic copy so signed will constitute an executed original counterpart, and any print-out of the copy with the relevant signatures appearing will also constitute an executed original counterpart.

9.9. Entire Agreement; Third Party Beneficiaries. This Agreement, together with the Exhibits (a) constitutes the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the Transactions and (b) are not intended to confer upon any person other than the Parties any rights or remedies.

9.10. Binding upon Execution and Delivery. No party to this Agreement shall be bound hereby until fully executed counterparts to this Agreement have been executed by, and delivered to, each party, or their respective attorneys, by all other parties or their respective attorneys.

9.11 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent the laws of Delaware are mandatorily applicable to the Transactions.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Share Exchange Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

[Signature Page to Share Exchange Agreement]

[Signature Page to Share Exchange Agreement]

[Signature Page to Share Exchange Agreement]

ANNEX A

Definitions

“Action” shall mean any claim, action, suit, complaint, charge, arbitration, litigation, investigation, audit or other proceeding by or before any Governmental Entity.

“Telforge Bylaws” means the Bylaws of Telforge, as amended to the date of this Agreement.

“Telforge Charter” means the Certificate of Incorporation of Telforge, as amended to the date of this Agreement.

“Company’s Knowledge” means the actual or constructive knowledge (after reasonable inquiry of his or her direct reports) of the officers or directors of Telforge.

“Company Incorporation Date” means November 17, 2025 as it pertains to Telforge.

“Contract” shall mean any written or oral lease, contract, license, arrangement, option, instrument or other agreement or legally binding undertaking of any nature, including exhibits and schedules thereto.

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

“FNGR Bylaws” means the Bylaws of FingerMotion, Inc., as amended to the date of this Agreement.

“FNGR Charter” means the Articles of Incorporation of FingerMotion, Inc., as amended to the date of this Agreement.

“FNGR’s Knowledge” means the actual knowledge (after reasonable inquiry of his or her direct reports) of Martin Shen.

“Governmental Entity” means any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign.

“Intellectual Property” means, collectively, any and all intellectual property, proprietary or similar rights, throughout the world, including rights in and to (i) Patents, (ii) trademarks, service marks, logos and all related goodwill, (iii) domain names, web addresses, social media accounts (iv) works of authorship and copyrights, regardless of the medium of fixation or means of expression, (v) data, databases, software and computer programs, (vi) know-how, trade secrets, and all confidential and proprietary information, and (vii) any registrations or applications for registration for any of the foregoing, and any provisionals, divisionals, continuations, continuations in part, renewals, reissuances, re-examinations and extensions of any of the foregoing (as applicable).

“Law” means any statute, law, ordinance, rule, regulation, order, writ, injunction, judgment, or decree.

“Lien” means any lien, security interest, pledge, equity and claim of any kind, voting trust, stockholder agreement and other encumbrance.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of a Party, or (b) the ability of a Party to consummate the transactions contemplated hereby on a timely basis; provided, however, that "Material Adverse Effect" shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Party operates; (iii) any changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of FNGR; (vi) any changes in applicable Laws or accounting rules, including GAAP; (vii) the public announcement, pendency or completion of the transactions contemplated by this Agreement; (viii) any natural or man-made disasters or acts of God; or (ix) any failure by a Party to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (i) through (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on a Party compared to other participants in the industries in which the Party conducts its businesses (in which case, only the incremental disproportionate adverse effect may be taken into account in determining whether a Material Adverse Effect has occurred).

“Ordinary Course of Business” shall mean the ordinary course of business, consistent with past practices.

“Patents” means all rights in and to patents and patent applications, inventions and invention disclosures (whether or not patentable), and any provisionals, divisionals, continuations, continuations in part, renewals, reissuances, re-examinations and extensions of any of the foregoing.

“Permitted Liens” means (i) Liens for current Taxes or other governmental charges not yet due and payable or for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves in the financial statements have been established and provided for, (ii) Liens arising in the ordinary course of business in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, construction or similar Liens, (iii) Liens affecting the interest of the grantor of any easements benefiting owned real property and Liens of record attaching to real property, fixtures or leasehold improvements that would not, individually or in the aggregate, reasonably be expected to materially impair the continued use and operation of the assets to which they relate in the business of such entity and its Subsidiaries as presently conducted, (iv) Liens granted pursuant to the Company’s existing credit facility or reflected in the Company Financial Statements, (v) Liens, exceptions, defects or irregularities in title, easements, imperfections of title, claims, charges, security interests, rights-of-way, covenants, restrictions, and other similar matters that would not, individually or in the aggregate, materially impair the continued use and operation of the assets to which they relate in the business of such entity and its subsidiaries as presently conducted and (vi) any non-exclusive license, covenant or other right to or under Intellectual Property granted in the Ordinary Course of Business.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

EXHIBITS

EXHIBIT A

Company Shareholder List/Chart

EXHIBIT B

Company Disclosure Schedule

[Attached]

EXHIBIT C

FNGR Disclosure Schedule

[Attached]

EXHIBIT D

Budget and Use of Proceeds

Permitted uses of the Closing Capitalization Amount shall include, without limitation:

EXHIBIT E

U.S. Representation Letter for U.S. Vendors

TO: FINGERMOTION, INC. (the “Purchaser”)

RE: ACQUISITION OF SHARES OF TELFORGE, INC.

Capitalized terms not specifically defined in this certification have the meaning ascribed to them in the Share Exchange Agreement (the “Agreement”) to which this Exhibit is attached. In the event of a conflict between the terms of this certification and such Agreement, the terms of this certification shall prevail.

In addition to the covenants, representations and warranties contained in the Agreement, the undersigned (the “U.S. Vendor”) covenants, represents and warrants to the Purchaser that:

(i) an “accredited investor” as defined in Rule 501(a) of Regulation D by virtue of meeting one of the following criteria set forth in Appendix A hereto (please hand-write your initials on the appropriate lines on Appendix A), which Appendix A forms an integral part hereof; or

(ii) is not an “accredited investor” as defined in Rule 501(a) of Regulation D and has completed Appendix B hereto, which forms an integral part hereof.

(i) to the Purchaser;

(ii) outside the United States in an “offshore transactions” meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act, if available, and in compliance with applicable local laws and regulations;

(iii) in compliance with the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable U.S. state securities laws; or

(iv) in a transaction that does not require registration under the U.S. Securities Act or any applicable U.S. state securities laws governing the offer and sale of securities,

and, in the case of each of (iii) and (iv) above, it has prior to such sale furnished to the Purchaser and opinion of counsel or recognized standing in form and substance reasonably satisfactory to the Purchaser stating that such transaction is exempt from registration under the U.S. Securities Act and that the legend referred to in paragraph (k) below may be removed.

(k) The certificates, or ownership statements issued under a direct registration system or other electronic book entry system, as applicable, representing the Securities issued hereunder, as well as all certificates or other instruments issued in exchange for or in substitution of the foregoing, until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act, will bear, on the face of such certificate or other instrument, the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

provided, however, if any Securities are being sold, the legend may be removed by delivery to the registrar and transfer agent and the Purchaser of an opinion of counsel, of recognized standing reasonably satisfactory to the Purchaser, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

The foregoing representations contained in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the date of issuance of the Securities by the Purchaser (the “Time of Issuance”). If any such representations shall not be true and accurate prior to the Time of Issuance, the undersigned shall give immediate written notice of such fact to the Purchaser prior to the Time of Issuance.

[Signature page follows]

ONLY U.S. VENDORS NEED TO COMPLETE AND SIGN THIS CERTIFICATE

Dated _____________________ 2026.

Appendix “A” to

U.S. Representation Letter for U.S. Vendors

To be completed by U.S. Vendors that are U.S. Accredited Investors

In addition to the covenants, representations and warranties contained in the Share Exchange Agreement and the Exhibits thereto to which this Appendix is attached, the undersigned (the “U.S. Vendor”) covenants, represents and warrants to the Purchaser that the U.S. Vendor is an “accredited investor” as defined in Rule 501(a) of Regulation D of the U.S. Securities Act (a “U.S. Accredited Investor”) by virtue of meeting one of the following criteria (please hand-write your initials on the appropriate lines):

Dated ____________________ 2026.

Appendix “B” to

U.S. Representation Letter for U.S. Vendors

To be completed by U.S. Vendors that are not U.S. Accredited Investors

In addition to the covenants, representations and warranties contained in the Share Exchange Agreement and the Exhibit thereto to which this Appendix is attached, the undersigned (the “U.S. Vendor”) covenants, represents and warrants to FNGR (also referred to herein as the “Company”) that the U.S. Vendor understands that the Securities have not been and will not be registered under the U.S. Securities Act and that the offer and sale of the securities to the U.S. Vendor contemplated by the Agreement is intended to be a private offering pursuant to Section 4(a)(2) of the U.S. Securities Act.

Your answers will at all times be kept strictly confidential. However, by signing this suitability questionnaire (the “Questionnaire”) the U.S. Vendor agrees that the Company may present this Questionnaire to such parties as may be appropriate if called upon to verify the information provided or to establish the availability of an exemption from registration of the private offering under the federal or state securities laws or if the contents are relevant to issue in any action, suit or proceeding to which the Company is a party or by which it is or may be bound. A false statement by the U.S. Vendor may constitute a violation of law, for which a claim for damages may be made against the U.S. Vendor. Otherwise, your answers to this Questionnaire will be kept strictly confidential.

Please complete this Questionnaire:

1. Relationship to the Officers of Directors

2. Close Friend of Officer or Director

A close personal friend is an individual who has known the director, senior officer or control person for a sufficient period of time to be in a position to assess the capabilities and trustworthiness of the director, senior officer or control person. An individual is not a close personal friend solely because the individual is a member of the same organization, association or religious group.

3. Close Business Associate of an Officer or Director

A close business associate is an individual who has had sufficient prior business dealings with the director, senior officer or control person to be in a position to assess the capabilities and trustworthiness of the director, senior officer or control person. A casual business associate or a person introduced or solicited for the purpose of purchasing securities is not a close business associate. An individual is not a close business associate solely because the individual is a client or former client. For example, an individual is not a close business associate of a registrant or former registrant solely because the individual is a client or former client of that registrant or former registrant. The relationship between the individual and the director, senior officer or control person must be direct. For example, the exemption is not available for a close business associate of a close business associate of a director, senior officer or control person.

4. Income

“income” shall mean adjusted gross income as reported for federal tax purposes reduced by (a) any deduction for long term capital gain, (b) any deduction for depletion, (c) any exclusion for interest and (d) any losses allocated to the U.S. Vendor as an individual

Yes ______ No ______

Yes ______ No ______

Yes ______ No ______

Yes ______ No ______

If so, when, why and to what amount will that income change?

____ 10% of your net worth (excluding your personal residence, home furnishings and automobiles)?

____ 20% of your net worth (excluding your personal residence, home furnishings and automobiles)?

( ) Often; ( ) Occasionally; ( ) Seldom; ( ) Never.

( ) Often; ( ) Occasionally; ( ) Seldom; ( ) Never.

( ) Often; ( ) Occasionally; ( ) Seldom; ( ) Never.

( ) Often; ( ) Occasionally; ( ) Seldom; ( ) Never.

( ) Often; ( ) Occasionally; ( ) Seldom; ( ) Never.

Yes ___________ No ___________

If you answered “Yes,” please provide the following information:

Yes ___________ No ___________

Yes ___________ No ___________

You hereby acknowledge that the foregoing statements are true and accurate to the best of your information and belief and that you will promptly notify the Company of any changes in the foregoing answers.

Dated ___________________ 2026.

EXHIBIT F

Share Exchange Chart at Closing