DATZ WORLD HOLDINGS CORP.

Current report (Form 8-K) · Jun 12, 2026 · Multiple disclosures including leadership change and acquisition or asset sale

Company

Documents

Primary topic

Leadership change

Filed

Jun 12, 2026

Overview Analysis Documents(14)Full text Exhibits(4)

EX-10.1 · STOCK PURCHASE AGREEMENT

Type

EX-10.1

File

lbuy_ex101.htm

Document text
EX-10.1 · STOCK PURCHASE AGREEMENT EX-10.1 2 lbuy_ex101.htm STOCK PURCHASE AGREEMENT EXHIBIT 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, dated as of May 22, 2026 (this “Agreement”) by and among the individuals listed on Schedule A hereto (each a “Seller” and together the “Sellers”), Jeff Bishop (the “Buyer”) and DATZ World Holding Corp., a Nevada corporation (the “Company”). WHEREAS, each Seller owns the number of shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Shares”) ; and WHEREAS, Buyer wishes to purchase the Series A Shares from each of the Sellers as indicated on Schedule A hereto and each Seller wishes to sell such Series A Shares to Buyer. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Agreement to Buy and Sell . Buyer shall purchase, and each Seller shall sell, that number of Series A Shares listed next to each Seller’s name on Schedule A hereto (the “Shares”). 2. Purchase Price . In exchange for the Shares, Buyer shall pay the price of One Thousand Dollars and no cents ($1,000.00) to be split as directed by the Sellers (the “Purchase Price”). The purchase and sale of the Shares shall take place at the Lucosky Brookman LLP, 101 Wood Avenue South, Woodbridge, New Jersey 08830, at 10:00 A.M. (local tune), on the date hereof (which time and place are designated as the “Closing”). At the Closing, Sellers shall deliver to the Purchaser the certificates representing the Shares duly endorsed or accompanied by stock powers duly endorsed to the Buyer against payment of the Purchase Price therefor by certified check or wire transfer and shall instruct the transfer agent of the Company, or if the Company if there is no transfer agent, to issue a new certificate representing the Shares in the name of the Buyer shall designate by written instruction. Upon delivery of payment of the Purchase Price, each Buyer shall become the legal and beneficial owner of the applicable Shares so being purchased and of all rights and interest therein or related thereto. Promptly following the Closing, the Company shall deliver to each Buyer a certificate representing the number of Shares purchased hereunder. 3. Representations and Warranties of Sellers . Each Seller individually represents and warrants to each Buyer as follows: 3.1 Sellers have good title to the Shares being sold pursuant to this Agreement and such Shares are free and clear of all liens, encumbrances, pledges, security interests or other restrictions on transfer. 3.2 This Agreement constitutes the valid and legally binding obligation of Sellers, enforceable against Sellers in accordance with its terms, subject to (a) the laws of bankruptcy and laws affecting creditors’ rights generally, and (b) the availability of equitable remedies. 3.3 Sellers have received all the information it considers necessary or appropriate for deciding whether to sell the Shares to Buyer pursuant to this Agreement. Sellers further represent that they have had an opportunity to ask questions and receive answers from the Company and its management regarding the business, properties, prospects and financial condition of the Company. Sellers acknowledge (a) Buyer has not made any representation or warranty, express or implied, except as set forth herein, regarding any aspect of the sale and purchase of the Shares, the operation or financial condition of the Company or the value of the Shares, (b) that it they are not relying upon the Company or Buyer in making its decision to sell the Shares to Buyer pursuant to this Agreement, and (c) that Buyer is relying upon the truth of the representations and warranties in this Section 3 in connection with the purchase of the Shares hereunder. 3.3 Sellers hereby acknowledges that, following the Closing, they shall have no rights with respect to the Shares, as a stockholder of the Company or otherwise, with respect to any future sale, acquisition, merger, liquidation, dissolution or other corporate event regarding the Company or its assets (any of the foregoing, a “Corporate Event”). Sellers further expressly acknowledge that any such Corporate Event may result in the payment by the Company or a third party of assets, funds or other proceeds to the Company’s stockholders including Buyer, in a manner such that the value attributed to the Company’s capital stock in such Corporate Event (either in an aggregate amount or on a per share basis) may be greater than the Purchase Price. Sellers hereby acknowledge and agree that they shall have no right to or interest in any such assets, funds or proceeds, and they further agree that they will not make any claim or assert any right or interest, against Buyer, the Company or such third party with respect to any such assets, funds or proceeds (or with respect to the Corporate Event to which such assets, funds or proceeds relate). 3.4 Seller has had an opportunity to review the federal, state and local tax consequences of the sale of the Shares to Buyer and the transactions contemplated by this Agreement with its own tax advisors. Seller is relying solely on such advisors and not on any statements or representations of Buyer or the Company. Seller understands that the Seller (and not Buyer) shall be responsible for its own tax liability that may arise as a result of the transactions contemplated by this Agreement. 3.5 Neither the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default (with or without notice or lapse of time, or both), or an event creating rights of acceleration, termination or cancellation or a loss of rights under (a) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Seller is a party or by which Sellers or any of their properties is bound, (b) any judgment or decree applicable to, or affecting, Sellers or (c) any statute, law or rule to which Sellers are subject. 4. Representations and Warranties of Buyer . The Buyer represents and warrants to each Seller, and understands, as follows: 4.1 Buyer is purchasing the Shares solely for Buyer’s own account for investment purposes and not with a view to or for sale or distribution of the Shares or any portion thereof and without any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction complying with the registration requirements of the Securities Act of 1933, as amended (the “Act”), and applicable state securities or “blue sky” laws, or pursuant to an exemption therefrom. The entire legal and beneficial interest of the Shares that Buyer is purchasing is being purchased for, and will be held for, Buyer’s account only, and specifically is not being purchased in whole or in part for any other person or entity. 4.2 Buyer has been given access to full and complete information regarding the Company, including, in particular, the current financial condition of the Company and the risks associated therewith and has utilized such access to Buyer’s satisfaction for the purpose of obtaining information or verifying information, and particularly, Buyer has either attended or been given reasonable opportunity to attend a meeting with representatives of the Company for the purpose of asking questions of, and receiving answers from, such representatives concerning the Company and the terms and conditions of the purchase of the shares and to obtain any additional information, to the extent reasonably available. 2 4.3 Buyer understands that the Shares as an investment involve an extremely high degree of risk. Buyer understands that the Company may need significant additional capital to be successful, which capital may not be easily available or may only be available upon terms that are substantially dilutive to Buyer. 4.4 Buyer alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that Buyer is capable of evaluating the merits and risks of Buyer’s purchase of the Shares, or has a pre-existing personal or business relationship with the Company or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of the Company or such other person. 4.5 Buyer understands that (a) the Shares have not been registered under the Act, (b) the Shares being purchased are characterized under the Act as “restricted securities” and, therefore, cannot be sold or transferred unless they are subsequently registered under the Act or an exemption from such registration is available, (c) neither the Company nor any of its officers or directors has any obligation to register the Shares being purchased under the Act and (d) there is presently no public market for the Shares and Buyer may not be able to liquidate the investment or pledge the Shares as collateral security for loans. 4.6 Except as set forth in this Agreement, no representations or warranties have been made to Buyer, by any Seller or the Company or any agent, employee or affiliate of Seller or the Company and in entering into this transaction, the Buyer is not relying on any information, other than that contained herein and the results of independent investigation by Buyer. 5. Miscellaneous . 5.1 This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. 5.2 This Agreement shall be governed by the laws of the State of Nevada without application of its choice of law provisions. 5.3 This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute the same instrument. 5.4 The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement. ( The remainder of this page left intentionally blank.) 3 WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. BUYER JEFF BISHOP SELLERS Kurt Rosner Mark Breen Michael Goerner COMPANY DATZ WORLD HOLDING CORP. By: Name: Kurt Rossner Title: Chief Executive Officer 4 SCHEDULE A SELLER BUYER SHARES AMOUNT Kurt Rosner Jeff Bishop 108,109 $ 333.34 Micheal Goerner Jeff Bishop 108,109 $ 333.33 Micheal Goerner Jeff Bishop 108,109 $ 333.33 5

Document text

EX-10.1 · STOCK PURCHASE AGREEMENT

EX-10.1
 2
 lbuy_ex101.htm
 STOCK PURCHASE AGREEMENT

 EXHIBIT 10.1

 STOCK PURCHASE AGREEMENT

 THIS STOCK PURCHASE AGREEMENT, dated as of May 22, 2026 (this “Agreement”) by and among the individuals listed on Schedule A hereto (each a “Seller” and together the “Sellers”), Jeff Bishop (the “Buyer”) and DATZ World Holding Corp., a Nevada corporation (the “Company”).

 WHEREAS, each Seller owns the number of shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Shares”) ; and

 WHEREAS, Buyer wishes to purchase the Series A Shares from each of the Sellers as indicated on Schedule A hereto and each Seller wishes to sell such Series A Shares to Buyer.

 NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

 1.
 Agreement to Buy and Sell . Buyer shall purchase, and each Seller shall sell, that number of Series A Shares listed next to each Seller’s name on Schedule A hereto (the “Shares”).

 2.
 Purchase Price . In exchange for the Shares, Buyer shall pay the price of One Thousand Dollars and no cents ($1,000.00) to be split as directed by the Sellers (the “Purchase Price”). The purchase and sale of the Shares shall take place at the Lucosky Brookman LLP, 101 Wood Avenue South, Woodbridge, New Jersey 08830, at 10:00 A.M. (local tune), on the date hereof (which time and place are designated as the “Closing”). At the Closing, Sellers shall deliver to the Purchaser the certificates representing the Shares duly endorsed or accompanied by stock powers duly endorsed to the Buyer against payment of the Purchase Price therefor by certified check or wire transfer and shall instruct the transfer agent of the Company, or if the Company if there is no transfer agent, to issue a new certificate representing the Shares in the name of the Buyer shall designate by written instruction. Upon delivery of payment of the Purchase Price, each Buyer shall become the legal and beneficial owner of the applicable Shares so being purchased and of all rights and interest therein or related thereto. Promptly following the Closing, the Company shall deliver to each Buyer a certificate representing the number of Shares purchased hereunder.

 3.
 Representations and Warranties of Sellers . Each Seller individually represents and warrants to each Buyer as follows:

 3.1
 Sellers have good title to the Shares being sold pursuant to this Agreement and such Shares are free and clear of all liens, encumbrances, pledges, security interests or other restrictions on transfer.

 3.2
 This Agreement constitutes the valid and legally binding obligation of Sellers, enforceable against Sellers in accordance with its terms, subject to (a) the laws of bankruptcy and laws affecting creditors’ rights generally, and (b) the availability of equitable remedies.

 3.3
 Sellers have received all the information it considers necessary or appropriate for deciding whether to sell the Shares to Buyer pursuant to this Agreement. Sellers further represent that they have had an opportunity to ask questions and receive answers from the Company and its management regarding the business, properties, prospects and financial condition of the Company. Sellers acknowledge (a) Buyer has not made any representation or warranty, express or implied, except as set forth herein, regarding any aspect of the sale and purchase of the Shares, the operation or financial condition of the Company or the value of the Shares, (b) that it they are not relying upon the Company or Buyer in making its decision to sell the Shares to Buyer pursuant to this Agreement, and (c) that Buyer is relying upon the truth of the representations and warranties in this Section 3 in connection with the purchase of the Shares hereunder.

 3.3
 Sellers hereby acknowledges that, following the Closing, they shall have no rights with respect to the Shares, as a stockholder of the Company or otherwise, with respect to any future sale, acquisition, merger, liquidation, dissolution or other corporate event regarding the Company or its assets (any of the foregoing, a “Corporate Event”). Sellers further expressly acknowledge that any such Corporate Event may result in the payment by the Company or a third party of assets, funds or other proceeds to the Company’s stockholders including Buyer, in a manner such that the value attributed to the Company’s capital stock in such Corporate Event (either in an aggregate amount or on a per share basis) may be greater than the Purchase Price. Sellers hereby acknowledge and agree that they shall have no right to or interest in any such assets, funds or proceeds, and they further agree that they will not make any claim or assert any right or interest, against Buyer, the Company or such third party with respect to any such assets, funds or proceeds (or with respect to the Corporate Event to which such assets, funds or proceeds relate).

 3.4
 Seller has had an opportunity to review the federal, state and local tax consequences of the sale of the Shares to Buyer and the transactions contemplated by this Agreement with its own tax advisors. Seller is relying solely on such advisors and not on any statements or representations of Buyer or the Company. Seller understands that the Seller (and not Buyer) shall be responsible for its own tax liability that may arise as a result of the transactions contemplated by this Agreement.

 3.5
 Neither the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default (with or without notice or lapse of time, or both), or an event creating rights of acceleration, termination or cancellation or a loss of rights under (a) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Seller is a party or by which Sellers or any of their properties is bound, (b) any judgment or decree applicable to, or affecting, Sellers or (c) any statute, law or rule to which Sellers are subject.

 4.
 Representations and Warranties of Buyer . The Buyer represents and warrants to each Seller, and understands, as follows:

 4.1
 Buyer is purchasing the Shares solely for Buyer’s own account for investment purposes and not with a view to or for sale or distribution of the Shares or any portion thereof and without any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction complying with the registration requirements of the Securities Act of 1933, as amended (the “Act”), and applicable state securities or “blue sky” laws, or pursuant to an exemption therefrom. The entire legal and beneficial interest of the Shares that Buyer is purchasing is being purchased for, and will be held for, Buyer’s account only, and specifically is not being purchased in whole or in part for any other person or entity.

 4.2
 Buyer has been given access to full and complete information regarding the Company, including, in particular, the current financial condition of the Company and the risks associated therewith and has utilized such access to Buyer’s satisfaction for the purpose of obtaining information or verifying information, and particularly, Buyer has either attended or been given reasonable opportunity to attend a meeting with representatives of the Company for the purpose of asking questions of, and receiving answers from, such representatives concerning the Company and the terms and conditions of the purchase of the shares and to obtain any additional information, to the extent reasonably available.

 2

 4.3
 Buyer understands that the Shares as an investment involve an extremely high degree of risk. Buyer understands that the Company may need significant additional capital to be successful, which capital may not be easily available or may only be available upon terms that are substantially dilutive to Buyer.

 4.4
 Buyer alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that Buyer is capable of evaluating the merits and risks of Buyer’s purchase of the Shares, or has a pre-existing personal or business relationship with the Company or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of the Company or such other person.

 4.5
 Buyer understands that (a) the Shares have not been registered under the Act, (b) the Shares being purchased are characterized under the Act as “restricted securities” and, therefore, cannot be sold or transferred unless they are subsequently registered under the Act or an exemption from such registration is available, (c) neither the Company nor any of its officers or directors has any obligation to register the Shares being purchased under the Act and (d) there is presently no public market for the Shares and Buyer may not be able to liquidate the investment or pledge the Shares as collateral security for loans.

 4.6
 Except as set forth in this Agreement, no representations or warranties have been made to Buyer, by any Seller or the Company or any agent, employee or affiliate of Seller or the Company and in entering into this transaction, the Buyer is not relying on any information, other than that contained herein and the results of independent investigation by Buyer.

 5.
 Miscellaneous .

 5.1
 This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

 5.2
 This Agreement shall be governed by the laws of the State of Nevada without application of its choice of law provisions.

 5.3
 This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute the same instrument.

 5.4
 The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

 ( The remainder of this page left intentionally blank.)

 3

 WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 BUYER

 JEFF BISHOP

 SELLERS

 Kurt Rosner

 Mark Breen

 Michael Goerner

 COMPANY

 DATZ WORLD HOLDING CORP.

 By:

 Name:
 Kurt Rossner

 Title: Chief Executive Officer

 4

 SCHEDULE A

 SELLER

 BUYER

 SHARES

 AMOUNT

 Kurt Rosner

 Jeff Bishop

 108,109

 $ 333.34

 Micheal Goerner

 Jeff Bishop

 108,109

 $ 333.33

 Micheal Goerner

 Jeff Bishop

 108,109

 $ 333.33

 5

EX-10.2 · MEMBERSHIP INTEREST PURCHASE AGREEMENT

Type

EX-10.2

File

lbuy_ex102.htm

Document text
EX-10.2 · MEMBERSHIP INTEREST PURCHASE AGREEMENT EX-10.2 3 lbuy_ex102.htm MEMBERSHIP INTEREST PURCHASE AGREEMENT EXHIBIT 10.2 MEMBERSHIP INTEREST PURCHASE AGREEMENT This M EMBERSHIP I NTEREST P URCHASE A GREEMENT (this “ Agreement ”) is dated as of May , 2026, by and between DATZ WORLD HOLDINGS CORP., a Nevada corporation (the “ Seller ”), FOUNDATION AI LLC, a Colorado limited liability company (the “ Buyer ”). Each of the Buyer and the Seller may be referred to in this Agreement individually as a “ Party ” and collectively as the “ Parties ”. Capitalized terms used but not defined in this Agreement have the meanings given to such terms in the Merger Agreement (defined below). RECITALS W HEREAS , LB Media Group LLC, a Colorado limited liability company (the “ Company ”), is engaged in the business of providing cannabis-related marketing products and services (the “ Business ”); W HEREAS , the Seller owns 100% of the outstanding membership interests (the “ Interests ”) of the Company; W HEREAS , this Agreement is being entered into in connection with consummation of the transactions contemplated by that certain Agreement and Plan of Merger and Reorganization dated as of November 10, 2025 (the “ Merger Agreement ”), by and among Seller, LB Acquisition Corp., RagingBull.com, LLC, and the other parties thereto, and WHEREAS , pursuant to this Agreement, the Seller desires to sell to the Buyers and the Buyer desires to purchase from the Seller, all of the Interests, on the terms and subject to the conditions set forth in this Agreement. AGREEMENT NOW, THEREFORE , in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: 1. PURCHASE AND SALE. 1.1 Purchase and Sale . Following the closing of the Merger Agreement (the “ Effective Date ”), effective immediately following the Effective Time and the effectiveness of the merger contemplated thereby (the “ Merger ”), and subject to the terms and conditions set forth in this Agreement, the Buyer hereby purchases, accepts and assumes from the Seller, and the Seller hereby sells, transfers, and assigns to the Buyer, all of the Interests, free and clear of any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance (each, an “ Encumbrance ”). 1.2 Closing. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “ Closing ”) shall occur on the Effective Date by electronic exchange of signatures and deliverables, or at such other time, date and place as the Parties may mutually agree in writing. (a) Seller Deliveries. At Closing, Seller shall deliver to Buyer: (i) Interest assignments substantially in the form of Exhibit A hereto transferring the Interests to Buyer, duly executed by Seller; and (ii) such other instruments of transfer as are reasonably necessary to effect the transactions contemplated hereby. (b) Buyer Deliveries. At Closing, Buyer shall deliver to Seller: (i) the Purchase Price; and (ii) such other documents reasonably requested by Seller to evidence Buyer’s authority to consummate the transactions contemplated hereby. 1.3 Assumed Assets and Liabilities. The Parties acknowledge and agree that, from and after the Closing, (a) The Company shall retain all of its contracts related to the Business, assets, intellectual property, liabilities including costs, fees and expenses of auditors and attorneys incurred prior to the date hereof (other than any liabilities related to Seller’s status as a publicly traded company), cash and cash equivalents, and all of the bank accounts in the Company’s name as of Closing. (b) The Company shall assume all liable for, and the Buyers acknowledge and agree that the Company shall be responsible for payment of all obligations arising under or with respect to (i) the Small Business Administration Economic Injury Disaster Loan (the “ SBA EIDL Loan ”) currently outstanding with the Company as borrower and (ii) all repayment and other obligations arising in connection with shareholder loans made to the Company by Kurt Rossner, Mark Breen, and Michael Goerner. 2. C ONSIDERATION . As consideration for the purchase of the Interests, on the Effective Date, the Buyer shall pay the Seller an aggregate amount equal to $750,000 (the “ Purchase Price ”). The Purchase Price shall be paid by the Buyer to the Seller at Closing by wire transfer of immediately available funds to the account designated in writing by the Seller. 2 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER. The Seller hereby represents and warrants to the Buyer as follows: 3.1 Good Standing; Qualification. The Company is a validly existing limited liability company and in good standing under the laws of the State of Colorado and is duly authorized and qualified to conduct business. 3.2 Authority; Binding Agreement. The Seller has the absolute and unrestricted right, power and authority to enter into and to perform the Seller’s obligations under this Agreement and the execution, delivery and performance by the Seller of this Agreement has been duly authorized by all necessary action on the part of the Seller. This Agreement constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with the terms hereof, subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and general equity principles. 3.3 Capitalization. (a) The Interests constitute 100% of the issued and outstanding membership interest in the Company. All of the Interests have been duly authorized and are owned of record and beneficially by the Seller, free and clear of all Encumbrances. Upon the transfer, assignment and delivery of the Interests and payment therefor in accordance with the terms of this Agreement, Buyers shall own all of the Interests, free and clear of all Encumbrances. (b) There are no outstanding or authorized options, warrants, convertible securities, phantom equity, profits interests, or other rights, agreements, or commitments relating to the Interests or obligating the Seller or the Company to issue or sell any membership interests of, or any other interest in the Company. There are no voting trusts, member agreements, proxies, or other agreements in effect with respect to the voting or transfer of any of the Interests except as set forth in the Operating Agreement of the Company, dated as of May 13, 2013, as amended. 3.4 No Consents. No consent, approval, waiver, notice, or filing with any third party or governmental authority is required to be obtained or made by Seller or the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby except such consents, approvals, waivers, notices, and filings as have already been obtained or filed. 3.5 Title to Assets . The Company has good and valid title to, or a valid leasehold interest in or other right to use, all of the tangible and intangible assets, properties and rights used in, or necessary for the conduct of, the Business as currently conducted and as conducted in the ordinary course of business prior to the Effective Date. Such assets, properties and rights constitute all of the assets, properties and rights necessary to conduct the Business in all material respects in the manner in which the Business has been conducted in the ordinary course of business prior to the Effective Date. Except for the security interest or other Encumbrance, if any, securing the SBA EIDL Loan, all such assets, properties and rights are held by the Company free and clear of all Encumbrances. 3 3.6 Taxes . All tax returns required to be filed by the Company for any tax period preceding the Effective Date have been, or will be, timely filed and are, or will be, true, complete and correct in all respects. all taxes due and owing by the Company (whether or not shown on any tax return) have been, or will be, timely paid. The Company has complied with withholding and information reporting obligations. No extensions or waivers of statutes of limitations have been given or requested with respect to any taxes of the Company. There are no pending or threatened actions or proceedings by any taxing authority against the Company. 3.7 Litigation . There is no litigation, action, suit, claim, notice of violation, investigation, audit or proceeding of any nature pending, or to the knowledge of the Seller, threatened, against the Company or any of its managers, officers, members or employees in their respective capacities; nor are there any facts or circumstances that could constitute a reasonable basis therefor; and there are no unsatisfied judgments or other orders made or rendered by any governmental authority against the Company. There is no litigation, action, suit, claim, notice of violation, investigation, audit or proceeding of any nature pending, or to the knowledge of the Seller, threatened, against the Seller or any of its officers, directors, members or employees in their respective capacities in such positions; nor are there any facts or circumstances that could constitute a reasonable basis therefor, in each case, that would reasonably be expected to restrict or impede the transactions contemplated by this Agreement or the Seller or the Company’s right or ability to consummate the transactions contemplated hereby. There are no unsatisfied judgments or other orders made or rendered by any governmental authority against the Seller or the Company. 3.8 Liabilities . Other than the SBA EIDL Loan and amounts billed on credit cards of the Company in the ordinary course of business in connection with the Business, the Company is not, and immediately following the Closing shall not be, liable for any indebtedness for borrowed money or interest thereon, whether as a borrower or a guarantor thereof, and has not otherwise guaranteed or become responsible for any such indebtedness of any other person. The Company is not and immediately following the Closing shall not be liable or responsible for any obligations or liabilities of the Seller, conditional, known, or unknown, including, without limitation, whether arising from or in respect of (a) indebtedness of the Seller, including, without limitation, Marshall Debt and notes issued to Bishop, or (b) the Seller’s status as a publicly traded company and the Seller’s compliance with relevant federal and state laws, rules, and regulations, including, without limitation, federal and state securities laws, reporting requirements, and laws governing the Seller’s obligations to the Seller’s shareholders. 3.9 No Brokers . No broker, finder, investment banker, business intermediary or other person is entitled to any brokerage, finder’s, financial advisory or similar fee, commission or expense reimbursement in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller or the Company. The Seller shall be solely responsible for, and shall indemnify and hold harmless the Buyer, its members and managers, and the Company from and against, any such fee, commission, expense reimbursement or other payment claimed by any such person based upon arrangements made by or on behalf of the Seller or the Company. 4 4. REPRESENTATIONS AND WARRANTIES OF BUYERS. Buyer represents and warrants to Seller as follows: 4.1 Authority; Binding Agreement . Buyer has the absolute and unrestricted right, power and authority to enter into and to perform Buyer’s obligations under this Agreement. This Agreement constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with the terms hereof, subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and general equity principles. 4.2 No Consents . No consent, approval, waiver, notice, or filing with any third party or governmental authority is required to be obtained or made by Buyer in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby except such consents, approvals, waivers, notices, and filings as have already been obtained or filed. 4.3 Litigation . There is no litigation, action, suit, claim, notice of violation, investigation, audit or proceeding of any nature pending, or to the knowledge of Buyer, threatened, against Buyer that would prevent or restrict Buyer’s right or ability to enter into the transactions contemplated by this Agreement. 4.4 No Brokers . No broker, finder, investment banker, business intermediary or other person is entitled to any brokerage, finder’s, financial advisory or similar fee, commission or expense reimbursement in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer. 5. COVENANTS 5.1 Non-Disclosure. Each Party agrees that it will not, at any time during the period commencing on the Effective Date and continuing for a period of two years thereafter, directly or indirectly, use, disclose, or publish any confidential information of the Company that the Seller may have learned or become aware of because of the Seller's prior ownership of or association with the Company, except as required by law or in connection with the enforcement of this Agreement. 5 5.2 Further Assurances. Following the Effective Date, each of the Parties hereto shall, and shall cause their respective affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. 6. INDEMNIFICATION. 6.1 Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend and hold harmless each of the Buyer and the Company, and their respective affiliates, officers, members, managers, employees, agents, successors and assigns (collectively, the “ Buyer Indemnitees”), from and against, and shall pay and reimburse each of them for, any and all losses, damages, liabilities, deficiencies, actions, claims, investigations, proceedings, demands, judgments, interest, awards, penalties, fines, costs or expenses (including, without limitation, all attorneys’ fees, costs and expenses) (collectively, “ Losses ”) arising out of, resulting from or relating to: (a) any inaccuracy in or breach of, or any claim or cause of action that if true would constitute an inaccuracy in or breach of, any representation or warranty of Seller contained in this Agreement; (b) any breach or non-fulfillment of any covenant or agreement of Seller contained in this Agreement; and (c) any claim made by any equity holder or debt or warrant holder of Seller, or any former equity holder of the Company, arising out of or relating to the ownership of the Company or the transactions contemplated hereby, including any claim for fraudulent transfer, successor liability or similar theories asserted against the Company or the Buyers. 6.2 Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold harmless the Seller and its affiliates, officers, directors, employees, agents, successors and assigns (collectively, the “ Seller Indemnitees ”) against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to, or by reason of: (a) any inaccuracy in or breach of any representations or warranties of such Buyer contained in this Agreement; or (b) any breach or non-fulfillment of any covenant or agreement of each Buyer contained in this Agreement. 6 6.3 Procedures; Limitations. The Parties shall reasonably cooperate in the defense, including, without limitation, settlement, of any third-party claim subject to indemnification hereunder. No special, punitive, exemplary, incidental or consequential damages shall be recoverable except to the extent payable to a third party in connection with a third-party claim. The Seller shall promptly, and in any event within three (3) Business Days, advance to the Buyer Indemnitees upon receipt of written notice thereof any amounts owing by the Buyer Indemnitees arising from or in respect of any Losses. 7. RELEASE. 7.1 Seller, on behalf of itself and its successors, assigns, affiliates, officers, directors, employees, agents, representatives, shareholders and any person claiming by, through or under any of them, hereby irrevocably and unconditionally releases, acquits and forever discharges the Buyer, the Company, and each of their respective past, present and future affiliates, members, managers, officers, directors, employees, agents, representatives, successors and assigns (collectively, the “ Buyer Released Parties ”), from any and all claims, demands, causes of action, suits, proceedings, obligations, debts, liabilities, damages, judgments, losses, costs and expenses of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, matured or unmatured, in law or in equity, that Seller now has, ever had, or hereafter may have against any Buyer Released Party arising out of, relating to or in connection with (a) the ownership, operation or conduct of the Business or the Company at any time prior to the Closing, or (b) the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; provided, however, that nothing in this Section shall release, waive or impair any right of Seller to enforce the express terms of this Agreement. 7.2 Seller covenants and agrees that it shall not, and shall cause its successors, assigns, affiliates, officers, directors, employees, agents, representatives, shareholders and any person claiming by, through or under any of them not to, commence, bring, maintain, prosecute, encourage or participate in any action, suit, arbitration or other proceeding against any Buyer Released Party based upon any matter released pursuant to this Section. If Seller or any such person asserts any claim or commences any proceeding in violation of the foregoing covenant, this Section may be pleaded by any Buyer Released Party as a full and complete defense and bar to such claim or proceeding and shall constitute sufficient grounds for dismissal thereof, with prejudice, including by summary judgment or similar dispositive relief. Seller acknowledges and agrees that the release and covenant not to sue set forth in this Section are material inducements to the Buyer’s and the Company’s entry into this Agreement. 7 8. MISCELLANEOUS PROVISIONS. 8.1 Expenses . Except as otherwise set forth herein, each Party shall bear such Party’s own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement. 8.2 Attorneys’ Fees . If any proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against any Party, the prevailing Party shall be entitled to recover from the non-prevailing Party, in addition to any other relief, all costs and expenses incurred by the prevailing Party in connection with the proceeding, including court costs, witness fees and reasonable attorneys’ fees. 8.3 Governing Law; Venue. (a) This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Colorado (without giving effect to principles of conflicts of laws). (b) ANY PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT MAY BE BROUGHT OR OTHERWISE COMMENCED IN ANY STATE OR FEDERAL COURT LOCATED IN DENVER, COLORADO. EACH PARTY TO THIS AGREEMENT: (I) EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE JURISDICTION OF EACH STATE AND FEDERAL COURT LOCATED IN DENVER, COLORADO IN CONNECTION WITH ANY SUCH PROCEEDING; (II) AGREES THAT EACH STATE AND FEDERAL COURT LOCATED IN DENVER, COLORADO SHALL BE DEEMED TO BE A CONVENIENT FORUM; AND (III) AGREES NOT TO ASSERT (BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE), IN ANY SUCH PROCEEDING COMMENCED IN ANY STATE OR FEDERAL COURT LOCATED IN DENVER, COLORADO, ANY CLAIM THAT SUCH PARTY IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF SUCH COURT, THAT SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF SUCH PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURT. (c) EACH PARTY HEREBY WAIVES SUCH PARTY’S RIGHTS TO A TRIAL BY JURY IN ANY PROCEEDING ARISING UNDER OR PURSUANT TO THIS AGREEMENT. 8 8.4 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the Parties and their respective successors and permitted assigns any rights or remedies. 8.5 Amendments . This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of the Parties. 8.6 Entire Agreement. This Agreement, together with the schedules and exhibits hereto, sets forth the entire understanding of the Parties relating to the subject matter hereof and supersedes all prior agreements and understandings among or between any of the Parties relating to the subject matter hereof. 8.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed original signatures. [ Signature Page Follows ] 9 IN WITNESS WHEREOF , the Parties have executed and delivered this Agreement as of the Effective Date. SELLER: DATZ WORLD HOLDING CORP., a Nevada corporation By: /s/ Kurt Rossner Name: Kurt Rossner Title: President BUYER: FOUNDATION AI LLC By: /s/ Kurt Rossner Name: Kurt Rossner Title: Manager 10 Exhibit A Form of Interest Assignment FOR VALUE RECEIVED, the undersigned, DATZ WORLD HOLDINGS CORP., a Nevada corporation (“ Assignor ”), hereby sells, assigns, transfers and conveys to Foundation Ai LLC, a Colorado limited liability company (“ Assignee ”), all of Assignor’s right, title and interest in and to 100% of the issued and outstanding membership interests (the “ Interests ”) of LB Media Group LLC, a Colorado limited liability company (the “ Company ”), standing in the name of Assignor on the books and records of the Company, and irrevocably constitutes and appoints any officer of the Company, and each of them, as the true and lawful attorney-in-fact of the undersigned, with full power of substitution, in the name and on behalf of the undersigned, to make, execute and deliver any instruments of transfer and assignment and to take any and all such further actions as may be necessary or appropriate to transfer the Interests to Assignee on the books and records of the Company. This Membership Interest Assignment is executed and delivered pursuant to, and is subject to, that certain Membership Interest Purchase Agreement dated as of May , 2026, by and among Assignor and Assignee. Dated: , 2026 DATZ WORLD HOLDINGS CORP. By: Name: Anthony Bell Title: CEO 11

Document text

EX-10.2 · MEMBERSHIP INTEREST PURCHASE AGREEMENT

EX-10.2
 3
 lbuy_ex102.htm
 MEMBERSHIP INTEREST PURCHASE AGREEMENT

 EXHIBIT 10.2

 MEMBERSHIP INTEREST PURCHASE AGREEMENT

 This M EMBERSHIP I NTEREST P URCHASE A GREEMENT (this “ Agreement ”) is dated as of May , 2026, by and between DATZ WORLD HOLDINGS CORP., a Nevada corporation (the “ Seller ”), FOUNDATION AI LLC, a Colorado limited liability company (the “ Buyer ”). Each of the Buyer and the Seller may be referred to in this Agreement individually as a “ Party ” and collectively as the “ Parties ”. Capitalized terms used but not defined in this Agreement have the meanings given to such terms in the Merger Agreement (defined below).

 RECITALS

 W HEREAS , LB Media Group LLC, a Colorado limited liability company (the “ Company ”), is engaged in the business of providing cannabis-related marketing products and services (the “ Business ”);

 W HEREAS , the Seller owns 100% of the outstanding membership interests (the “ Interests ”) of the Company;

 W HEREAS , this Agreement is being entered into in connection with consummation of the transactions contemplated by that certain Agreement and Plan of Merger and Reorganization dated as of November 10, 2025 (the “ Merger Agreement ”), by and among Seller, LB Acquisition Corp., RagingBull.com, LLC, and the other parties thereto, and

 WHEREAS , pursuant to this Agreement, the Seller desires to sell to the Buyers and the Buyer desires to purchase from the Seller, all of the Interests, on the terms and subject to the conditions set forth in this Agreement.

 AGREEMENT

 NOW, THEREFORE , in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

 1. PURCHASE AND SALE.

 1.1 Purchase and Sale . Following the closing of the Merger Agreement (the “ Effective Date ”), effective immediately following the Effective Time and the effectiveness of the merger contemplated thereby (the “ Merger ”), and subject to the terms and conditions set forth in this Agreement, the Buyer hereby purchases, accepts and assumes from the Seller, and the Seller hereby sells, transfers, and assigns to the Buyer, all of the Interests, free and clear of any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance (each, an “ Encumbrance ”).

 1.2 Closing. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “ Closing ”) shall occur on the Effective Date by electronic exchange of signatures and deliverables, or at such other time, date and place as the Parties may mutually agree in writing.

 (a) Seller Deliveries. At Closing, Seller shall deliver to Buyer:

 (i) Interest assignments substantially in the form of Exhibit A hereto transferring the Interests to Buyer, duly executed by Seller; and

 (ii) such other instruments of transfer as are reasonably necessary to effect the transactions contemplated hereby.

 (b) Buyer Deliveries. At Closing, Buyer shall deliver to Seller:

 (i) the Purchase Price; and

 (ii) such other documents reasonably requested by Seller to evidence Buyer’s authority to consummate the transactions contemplated hereby.

 1.3 Assumed Assets and Liabilities. The Parties acknowledge and agree that, from and after the Closing,

 (a) The Company shall retain all of its contracts related to the Business, assets, intellectual property, liabilities including costs, fees and expenses of auditors and attorneys incurred prior to the date hereof (other than any liabilities related to Seller’s status as a publicly traded company), cash and cash equivalents, and all of the bank accounts in the Company’s name as of Closing.

 (b) The Company shall assume all liable for, and the Buyers acknowledge and agree that the Company shall be responsible for payment of all obligations arising under or with respect to (i) the Small Business Administration Economic Injury Disaster Loan (the “ SBA EIDL Loan ”) currently outstanding with the Company as borrower and (ii) all repayment and other obligations arising in connection with shareholder loans made to the Company by Kurt Rossner, Mark Breen, and Michael Goerner.

 2. C ONSIDERATION . As consideration for the purchase of the Interests, on the Effective Date, the Buyer shall pay the Seller an aggregate amount equal to $750,000 (the “ Purchase Price ”). The Purchase Price shall be paid by the Buyer to the Seller at Closing by wire transfer of immediately available funds to the account designated in writing by the Seller.

 2

 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER. The Seller hereby represents and warrants to the Buyer as follows:

 3.1 Good Standing; Qualification. The Company is a validly existing limited liability company and in good standing under the laws of the State of Colorado and is duly authorized and qualified to conduct business.

 3.2 Authority; Binding Agreement. The Seller has the absolute and unrestricted right, power and authority to enter into and to perform the Seller’s obligations under this Agreement and the execution, delivery and performance by the Seller of this Agreement has been duly authorized by all necessary action on the part of the Seller. This Agreement constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with the terms hereof, subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and general equity principles.

 3.3 Capitalization.

 (a) The Interests constitute 100% of the issued and outstanding membership interest in the Company. All of the Interests have been duly authorized and are owned of record and beneficially by the Seller, free and clear of all Encumbrances. Upon the transfer, assignment and delivery of the Interests and payment therefor in accordance with the terms of this Agreement, Buyers shall own all of the Interests, free and clear of all Encumbrances.

 (b) There are no outstanding or authorized options, warrants, convertible securities, phantom equity, profits interests, or other rights, agreements, or commitments relating to the Interests or obligating the Seller or the Company to issue or sell any membership interests of, or any other interest in the Company. There are no voting trusts, member agreements, proxies, or other agreements in effect with respect to the voting or transfer of any of the Interests except as set forth in the Operating Agreement of the Company, dated as of May 13, 2013, as amended.

 3.4 No Consents. No consent, approval, waiver, notice, or filing with any third party or governmental authority is required to be obtained or made by Seller or the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby except such consents, approvals, waivers, notices, and filings as have already been obtained or filed.

 3.5 Title to Assets . The Company has good and valid title to, or a valid leasehold interest in or other right to use, all of the tangible and intangible assets, properties and rights used in, or necessary for the conduct of, the Business as currently conducted and as conducted in the ordinary course of business prior to the Effective Date. Such assets, properties and rights constitute all of the assets, properties and rights necessary to conduct the Business in all material respects in the manner in which the Business has been conducted in the ordinary course of business prior to the Effective Date. Except for the security interest or other Encumbrance, if any, securing the SBA EIDL Loan, all such assets, properties and rights are held by the Company free and clear of all Encumbrances.

 3

 3.6 Taxes . All tax returns required to be filed by the Company for any tax period preceding the Effective Date have been, or will be, timely filed and are, or will be, true, complete and correct in all respects. all taxes due and owing by the Company (whether or not shown on any tax return) have been, or will be, timely paid. The Company has complied with withholding and information reporting obligations. No extensions or waivers of statutes of limitations have been given or requested with respect to any taxes of the Company. There are no pending or threatened actions or proceedings by any taxing authority against the Company.

 3.7 Litigation . There is no litigation, action, suit, claim, notice of violation, investigation, audit or proceeding of any nature pending, or to the knowledge of the Seller, threatened, against the Company or any of its managers, officers, members or employees in their respective capacities; nor are there any facts or circumstances that could constitute a reasonable basis therefor; and there are no unsatisfied judgments or other orders made or rendered by any governmental authority against the Company. There is no litigation, action, suit, claim, notice of violation, investigation, audit or proceeding of any nature pending, or to the knowledge of the Seller, threatened, against the Seller or any of its officers, directors, members or employees in their respective capacities in such positions; nor are there any facts or circumstances that could constitute a reasonable basis therefor, in each case, that would reasonably be expected to restrict or impede the transactions contemplated by this Agreement or the Seller or the Company’s right or ability to consummate the transactions contemplated hereby. There are no unsatisfied judgments or other orders made or rendered by any governmental authority against the Seller or the Company.

 3.8 Liabilities . Other than the SBA EIDL Loan and amounts billed on credit cards of the Company in the ordinary course of business in connection with the Business, the Company is not, and immediately following the Closing shall not be, liable for any indebtedness for borrowed money or interest thereon, whether as a borrower or a guarantor thereof, and has not otherwise guaranteed or become responsible for any such indebtedness of any other person. The Company is not and immediately following the Closing shall not be liable or responsible for any obligations or liabilities of the Seller, conditional, known, or unknown, including, without limitation, whether arising from or in respect of (a) indebtedness of the Seller, including, without limitation, Marshall Debt and notes issued to Bishop, or (b) the Seller’s status as a publicly traded company and the Seller’s compliance with relevant federal and state laws, rules, and regulations, including, without limitation, federal and state securities laws, reporting requirements, and laws governing the Seller’s obligations to the Seller’s shareholders.

 3.9 No Brokers . No broker, finder, investment banker, business intermediary or other person is entitled to any brokerage, finder’s, financial advisory or similar fee, commission or expense reimbursement in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller or the Company. The Seller shall be solely responsible for, and shall indemnify and hold harmless the Buyer, its members and managers, and the Company from and against, any such fee, commission, expense reimbursement or other payment claimed by any such person based upon arrangements made by or on behalf of the Seller or the Company.

 4

 4. REPRESENTATIONS AND WARRANTIES OF BUYERS. Buyer represents and warrants to Seller as follows:

 4.1 Authority; Binding Agreement . Buyer has the absolute and unrestricted right, power and authority to enter into and to perform Buyer’s obligations under this Agreement. This Agreement constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with the terms hereof, subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and general equity principles.

 4.2 No Consents . No consent, approval, waiver, notice, or filing with any third party or governmental authority is required to be obtained or made by Buyer in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby except such consents, approvals, waivers, notices, and filings as have already been obtained or filed.

 4.3 Litigation . There is no litigation, action, suit, claim, notice of violation, investigation, audit or proceeding of any nature pending, or to the knowledge of Buyer, threatened, against Buyer that would prevent or restrict Buyer’s right or ability to enter into the transactions contemplated by this Agreement.

 4.4 No Brokers . No broker, finder, investment banker, business intermediary or other person is entitled to any brokerage, finder’s, financial advisory or similar fee, commission or expense reimbursement in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.

 5. COVENANTS

 5.1 Non-Disclosure. Each Party agrees that it will not, at any time during the period commencing on the Effective Date and continuing for a period of two years thereafter, directly or indirectly, use, disclose, or publish any confidential information of the Company that the Seller may have learned or become aware of because of the Seller's prior ownership of or association with the Company, except as required by law or in connection with the enforcement of this Agreement.

 5

 5.2 Further Assurances. Following the Effective Date, each of the Parties hereto shall, and shall cause their respective affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

 6. INDEMNIFICATION.

 6.1 Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend and hold harmless each of the Buyer and the Company, and their respective affiliates, officers, members, managers, employees, agents, successors and assigns (collectively, the “ Buyer Indemnitees”), from and against, and shall pay and reimburse each of them for, any and all losses, damages, liabilities, deficiencies, actions, claims, investigations, proceedings, demands, judgments, interest, awards, penalties, fines, costs or expenses (including, without limitation, all attorneys’ fees, costs and expenses) (collectively, “ Losses ”) arising out of, resulting from or relating to:

 (a) any inaccuracy in or breach of, or any claim or cause of action that if true would constitute an inaccuracy in or breach of, any representation or warranty of Seller contained in this Agreement;

 (b) any breach or non-fulfillment of any covenant or agreement of Seller contained in this Agreement; and

 (c) any claim made by any equity holder or debt or warrant holder of Seller, or any former equity holder of the Company, arising out of or relating to the ownership of the Company or the transactions contemplated hereby, including any claim for fraudulent transfer, successor liability or similar theories asserted against the Company or the Buyers.

 6.2 Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold harmless the Seller and its affiliates, officers, directors, employees, agents, successors and assigns (collectively, the “ Seller Indemnitees ”) against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to, or by reason of:

 (a) any inaccuracy in or breach of any representations or warranties of such Buyer contained in this Agreement; or

 (b) any breach or non-fulfillment of any covenant or agreement of each Buyer contained in this Agreement.

 6

 6.3 Procedures; Limitations. The Parties shall reasonably cooperate in the defense, including, without limitation, settlement, of any third-party claim subject to indemnification hereunder. No special, punitive, exemplary, incidental or consequential damages shall be recoverable except to the extent payable to a third party in connection with a third-party claim. The Seller shall promptly, and in any event within three (3) Business Days, advance to the Buyer Indemnitees upon receipt of written notice thereof any amounts owing by the Buyer Indemnitees arising from or in respect of any Losses.

 7. RELEASE.

 7.1 Seller, on behalf of itself and its successors, assigns, affiliates, officers, directors, employees, agents, representatives, shareholders and any person claiming by, through or under any of them, hereby irrevocably and unconditionally releases, acquits and forever discharges the Buyer, the Company, and each of their respective past, present and future affiliates, members, managers, officers, directors, employees, agents, representatives, successors and assigns (collectively, the “ Buyer Released Parties ”), from any and all claims, demands, causes of action, suits, proceedings, obligations, debts, liabilities, damages, judgments, losses, costs and expenses of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, matured or unmatured, in law or in equity, that Seller now has, ever had, or hereafter may have against any Buyer Released Party arising out of, relating to or in connection with (a) the ownership, operation or conduct of the Business or the Company at any time prior to the Closing, or (b) the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; provided, however, that nothing in this Section shall release, waive or impair any right of Seller to enforce the express terms of this Agreement.

 7.2 Seller covenants and agrees that it shall not, and shall cause its successors, assigns, affiliates, officers, directors, employees, agents, representatives, shareholders and any person claiming by, through or under any of them not to, commence, bring, maintain, prosecute, encourage or participate in any action, suit, arbitration or other proceeding against any Buyer Released Party based upon any matter released pursuant to this Section. If Seller or any such person asserts any claim or commences any proceeding in violation of the foregoing covenant, this Section may be pleaded by any Buyer Released Party as a full and complete defense and bar to such claim or proceeding and shall constitute sufficient grounds for dismissal thereof, with prejudice, including by summary judgment or similar dispositive relief. Seller acknowledges and agrees that the release and covenant not to sue set forth in this Section are material inducements to the Buyer’s and the Company’s entry into this Agreement.

 7

 8. MISCELLANEOUS PROVISIONS.

 8.1 Expenses . Except as otherwise set forth herein, each Party shall bear such Party’s own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement.

 8.2 Attorneys’ Fees . If any proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against any Party, the prevailing Party shall be entitled to recover from the non-prevailing Party, in addition to any other relief, all costs and expenses incurred by the prevailing Party in connection with the proceeding, including court costs, witness fees and reasonable attorneys’ fees.

 8.3 Governing Law; Venue.

 (a) This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Colorado (without giving effect to principles of conflicts of laws).

 (b) ANY PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT MAY BE BROUGHT OR OTHERWISE COMMENCED IN ANY STATE OR FEDERAL COURT LOCATED IN DENVER, COLORADO. EACH PARTY TO THIS AGREEMENT: (I) EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE JURISDICTION OF EACH STATE AND FEDERAL COURT LOCATED IN DENVER, COLORADO IN CONNECTION WITH ANY SUCH PROCEEDING; (II) AGREES THAT EACH STATE AND FEDERAL COURT LOCATED IN DENVER, COLORADO SHALL BE DEEMED TO BE A CONVENIENT FORUM; AND (III) AGREES NOT TO ASSERT (BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE), IN ANY SUCH PROCEEDING COMMENCED IN ANY STATE OR FEDERAL COURT LOCATED IN DENVER, COLORADO, ANY CLAIM THAT SUCH PARTY IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF SUCH COURT, THAT SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF SUCH PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURT.

 (c) EACH PARTY HEREBY WAIVES SUCH PARTY’S RIGHTS TO A TRIAL BY JURY IN ANY PROCEEDING ARISING UNDER OR PURSUANT TO THIS AGREEMENT.

 8

 8.4 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the Parties and their respective successors and permitted assigns any rights or remedies.

 8.5 Amendments . This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of the Parties.

 8.6 Entire Agreement. This Agreement, together with the schedules and exhibits hereto, sets forth the entire understanding of the Parties relating to the subject matter hereof and supersedes all prior agreements and understandings among or between any of the Parties relating to the subject matter hereof.

 8.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed original signatures.

 [ Signature Page Follows ]

 9

 IN WITNESS WHEREOF , the Parties have executed and delivered this Agreement as of the Effective Date.

 SELLER:

 DATZ WORLD HOLDING CORP.,

 a Nevada corporation

 By:
 /s/ Kurt Rossner

 Name:
 Kurt Rossner

 Title:
 President

 BUYER:

 FOUNDATION AI LLC

 By:
 /s/ Kurt Rossner

 Name:
 Kurt Rossner

 Title:
 Manager

 10

 Exhibit A

 Form of Interest Assignment

 FOR VALUE RECEIVED, the undersigned, DATZ WORLD HOLDINGS CORP., a Nevada corporation (“ Assignor ”), hereby sells, assigns, transfers and conveys to Foundation Ai LLC, a Colorado limited liability company (“ Assignee ”), all of Assignor’s right, title and interest in and to 100% of the issued and outstanding membership interests (the “ Interests ”) of LB Media Group LLC, a Colorado limited liability company (the “ Company ”), standing in the name of Assignor on the books and records of the Company, and irrevocably constitutes and appoints any officer of the Company, and each of them, as the true and lawful attorney-in-fact of the undersigned, with full power of substitution, in the name and on behalf of the undersigned, to make, execute and deliver any instruments of transfer and assignment and to take any and all such further actions as may be necessary or appropriate to transfer the Interests to Assignee on the books and records of the Company.

 This Membership Interest Assignment is executed and delivered pursuant to, and is subject to, that certain Membership Interest Purchase Agreement dated as of May , 2026, by and among Assignor and Assignee.

 Dated: , 2026

 DATZ WORLD HOLDINGS CORP.

 By:

 Name:
 Anthony Bell

 Title:
 CEO

 11

EX-10.3 · LOAN ASSIGNMENT AND ASSUMPTION AGREEMENT

Type

EX-10.3

File

lbuy_ex103.htm

Document text
EX-10.3 · LOAN ASSIGNMENT AND ASSUMPTION AGREEMENT EX-10.3 4 lbuy_ex103.htm LOAN ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 10.3 LOAN ASSIGNMENT AND ASSUMPTION AGREEMENT This LOAN ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Agreement ”) is made and entered into as of May , 2026 (the “ Effective Date ”), by and between DATZ WORLD HOLDINGS CORP., a Nevada corporation formerly known as Leafbuyer Technologies, Inc. (“ Assignor ”), and LB Media Group LLC, a Colorado limited liability company (“ Assignee ”). Kurt Rossner, Mark Breen, and Michael Goerner (collectively, the “ Guarantors ”) are executing this Agreement for the purposes set forth herein. RECITALS W HEREAS , Assignor is the borrower under that certain U.S. Small Business Administration (the “ SBA Lender ”) Economic Injury Disaster Loan, dated as of April 30, 2020, having an initial principal amount equal to $500,000 (“ SBA Loan ”); Whereas , the Guarantors each executed and delivered to the Lender one or more guaranties pursuant to which such Guarantors guaranteed the obligations of Assignor with respect to the Loan; W HEREAS , Assignor is the borrower with respect to loans made to Assignor by the Guarantors (“ Shareholder Lenders ” and, together with the SBA Lender, the “ Lenders ”) from time to time having an aggregate initial principal amount of approximately $415,000 (“ Shareholder Loans ” and, together with the SBA Loan, the “ Loans ”); W HEREAS , Assignor desires to assign to Assignee all of Assignor’s obligation to repay principal and pay interest on the Loans and other liabilities and obligations to Lenders arising in connection with the Loans (the “ Loan Obligations ”), and Assignee desires to assume from Assignor, all of Assignor’s Loan Obligations pursuant this Agreement; and Whereas , the Guarantors desire to acknowledge and agree that their respective guaranty obligations shall remain in full force and effect notwithstanding the assignment and assumption of the SBA Loan and the relevant Loan Obligations pursuant to this Agreement. Now, Therefore , in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, Assignee and, for the limited purposes set forth herein, the Guarantors, hereby agree as follows: 1. Assignment . Effective as of the Effective Date, Assignor hereby assigns, transfers, conveys and delivers to Assignee the Loans and all Loan Obligations. 2. Assumption . Effective as of the Effective Date, Assignee hereby irrevocably accepts the foregoing assignment and assumes and agrees to pay, perform, satisfy and discharge, when due, all duties, liabilities, obligations, covenants and undertakings of Assignor, as borrower, with respect to Loans, including, without limitation, all Loan Obligations, arising under or in connection with the documents evidencing the Loans to which Assignor is a party, whether arising before, on or after the Effective Date, including all indebtedness, liabilities and obligations thereunder, as if Assignee had originally been named therein as the borrower. 3. Indemnity . As between Assignor and Assignee only, Assignee shall be solely responsible for all liabilities and obligations assumed pursuant to Section 2, and Assignee shall indemnify, defend and hold harmless Assignor from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of or relating to such assumed liabilities and obligations. For the avoidance of doubt, nothing in this Agreement shall constitute, or be deemed to constitute, a release of Assignor by any Lender or any other person unless and until such release is expressly granted in writing by such Lender. 4. Guarantor Acknowledgment and Confirmation . Each Guarantor hereby acknowledges and agrees that: (a) this Agreement, the assignment contemplated hereby, and the assumption by Assignee of the Loan Obligations shall not limit, impair, discharge, terminate or otherwise affect such Guarantor’s obligations under any guaranty or other credit document executed by such Guarantor; (b) each such guaranty and related obligation of such Guarantor shall remain in full force and effect after the Effective Date and shall continue to guarantee and secure the prompt payment and performance of all relevant Loan Obligations; (c) references in such guaranty or guaranties to the obligations of Assignor or to the indebtedness, liabilities or obligations guaranteed thereby shall be deemed to include the relevant Loan Obligations as assumed by Assignee pursuant to this Agreement; and (d) each Guarantor consents to the execution, delivery and performance of this Agreement and waives any notice in connection therewith to the extent such notice may be required under such Guarantor’s guaranty or applicable law. 5. Further Assurances . Each party shall execute and deliver such further instruments and documents and take such further actions as may be reasonably requested by another party to effectuate the purposes of this Agreement and the transactions contemplated hereby. 6. Representations and Warranties. (a) Assignor hereby represents and warrants to Assignee that: (i) Assignor has full power and authority to execute, deliver, and perform this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Assignor and constitutes the legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity; and (iii) Assignor has not previously assigned the Loans or the Loan Obligations or any of its rights or obligations thereunder. (b) Assignee hereby represents and warrants to Assignor that: (i) Assignee has full power and authority to execute, deliver and perform this Agreement; and (ii) this Agreement has been duly authorized, executed and delivered by Assignee and constitutes the legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity. 2 (c) Each Guarantor hereby represents and warrants, solely with respect to itself, that such Guarantor has full power and authority to execute and deliver this Agreement and that this Agreement has been duly authorized, executed and delivered by such Guarantor and constitutes the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity. 7. Consent to Assignment . Assignor, Assignee, and the Guarantors shall cooperate, and to obtain the consent to the SBA Lender to the assignment contemplated by this Agreement and Assignee shall bear all costs, fees, and expenses related to obtaining such consent to assignment. 8. Governing Law . This Agreement, and any dispute, claim or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction. 9. Entire Agreement . This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether oral or written, among the parties with respect thereto. 10. Amendments . This Agreement may not be amended, modified or supplemented except by a written instrument executed by Assignor, Assignee and, to the extent such amendment affects its rights or obligations hereunder, the applicable Guarantor. 11. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission in portable document format (.pdf) or by other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be deemed effective as original signatures for all purposes. 12. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 13. Severability . If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 14. Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. [ Signature Page Follows ] 3 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. ASSIGNOR: DATZ World Holdings Corp. By: /s/ Kurt Rossner Name: Kurt Rossner Title: CEO ASSIGNEE: LB Media Group LLC By: /s/ Kurt Rossner Name: Kurt Rossner Title: Manager GUARANTORS: /s/ Kurt Rossner Kurt Rossner /s/ Mark Breen Mark Breen /s/ Michael Goerner Michael Goerner 4

Document text

EX-10.3 · LOAN ASSIGNMENT AND ASSUMPTION AGREEMENT

EX-10.3
4
lbuy_ex103.htm
LOAN ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT 10.3

LOAN ASSIGNMENT AND ASSUMPTION AGREEMENT

This LOAN ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Agreement ”) is made and entered into as of May , 2026 (the “ Effective Date ”), by and between DATZ WORLD HOLDINGS CORP., a Nevada corporation formerly known as Leafbuyer Technologies, Inc. (“ Assignor ”), and LB Media Group LLC, a Colorado limited liability company (“ Assignee ”). Kurt Rossner, Mark Breen, and Michael Goerner (collectively, the “ Guarantors ”) are executing this Agreement for the purposes set forth herein.

RECITALS

W HEREAS , Assignor is the borrower under that certain U.S. Small Business Administration (the “ SBA Lender ”) Economic Injury Disaster Loan, dated as of April 30, 2020, having an initial principal amount equal to $500,000 (“ SBA Loan ”);

Whereas , the Guarantors each executed and delivered to the Lender one or more guaranties pursuant to which such Guarantors guaranteed the obligations of Assignor with respect to the Loan;

W HEREAS , Assignor is the borrower with respect to loans made to Assignor by the Guarantors (“ Shareholder Lenders ” and, together with the SBA Lender, the “ Lenders ”) from time to time having an aggregate initial principal amount of approximately $415,000 (“ Shareholder Loans ” and, together with the SBA Loan, the “ Loans ”);

W HEREAS , Assignor desires to assign to Assignee all of Assignor’s obligation to repay principal and pay interest on the Loans and other liabilities and obligations to Lenders arising in connection with the Loans (the “ Loan Obligations ”), and Assignee desires to assume from Assignor, all of Assignor’s Loan Obligations pursuant this Agreement; and

Whereas , the Guarantors desire to acknowledge and agree that their respective guaranty obligations shall remain in full force and effect notwithstanding the assignment and assumption of the SBA Loan and the relevant Loan Obligations pursuant to this Agreement.

Now, Therefore , in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, Assignee and, for the limited purposes set forth herein, the Guarantors, hereby agree as follows:

1. Assignment . Effective as of the Effective Date, Assignor hereby assigns, transfers, conveys and delivers to Assignee the Loans and all Loan Obligations.

2. Assumption . Effective as of the Effective Date, Assignee hereby irrevocably accepts the foregoing assignment and assumes and agrees to pay, perform, satisfy and discharge, when due, all duties, liabilities, obligations, covenants and undertakings of Assignor, as borrower, with respect to Loans, including, without limitation, all Loan Obligations, arising under or in connection with the documents evidencing the Loans to which Assignor is a party, whether arising before, on or after the Effective Date, including all indebtedness, liabilities and obligations thereunder, as if Assignee had originally been named therein as the borrower.

3. Indemnity . As between Assignor and Assignee only, Assignee shall be solely responsible for all liabilities and obligations assumed pursuant to Section 2, and Assignee shall indemnify, defend and hold harmless Assignor from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of or relating to such assumed liabilities and obligations. For the avoidance of doubt, nothing in this Agreement shall constitute, or be deemed to constitute, a release of Assignor by any Lender or any other person unless and until such release is expressly granted in writing by such Lender.

4. Guarantor Acknowledgment and Confirmation . Each Guarantor hereby acknowledges and agrees that: (a) this Agreement, the assignment contemplated hereby, and the assumption by Assignee of the Loan Obligations shall not limit, impair, discharge, terminate or otherwise affect such Guarantor’s obligations under any guaranty or other credit document executed by such Guarantor; (b) each such guaranty and related obligation of such Guarantor shall remain in full force and effect after the Effective Date and shall continue to guarantee and secure the prompt payment and performance of all relevant Loan Obligations; (c) references in such guaranty or guaranties to the obligations of Assignor or to the indebtedness, liabilities or obligations guaranteed thereby shall be deemed to include the relevant Loan Obligations as assumed by Assignee pursuant to this Agreement; and (d) each Guarantor consents to the execution, delivery and performance of this Agreement and waives any notice in connection therewith to the extent such notice may be required under such Guarantor’s guaranty or applicable law.

5. Further Assurances . Each party shall execute and deliver such further instruments and documents and take such further actions as may be reasonably requested by another party to effectuate the purposes of this Agreement and the transactions contemplated hereby.

6. Representations and Warranties.

(a) Assignor hereby represents and warrants to Assignee that: (i) Assignor has full power and authority to execute, deliver, and perform this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Assignor and constitutes the legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity; and (iii) Assignor has not previously assigned the Loans or the Loan Obligations or any of its rights or obligations thereunder.

(b) Assignee hereby represents and warrants to Assignor that: (i) Assignee has full power and authority to execute, deliver and perform this Agreement; and (ii) this Agreement has been duly authorized, executed and delivered by Assignee and constitutes the legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity.

(c) Each Guarantor hereby represents and warrants, solely with respect to itself, that such Guarantor has full power and authority to execute and deliver this Agreement and that this Agreement has been duly authorized, executed and delivered by such Guarantor and constitutes the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity.

7. Consent to Assignment . Assignor, Assignee, and the Guarantors shall cooperate, and to obtain the consent to the SBA Lender to the assignment contemplated by this Agreement and Assignee shall bear all costs, fees, and expenses related to obtaining such consent to assignment.

8. Governing Law . This Agreement, and any dispute, claim or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction.

9. Entire Agreement . This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether oral or written, among the parties with respect thereto.

10. Amendments . This Agreement may not be amended, modified or supplemented except by a written instrument executed by Assignor, Assignee and, to the extent such amendment affects its rights or obligations hereunder, the applicable Guarantor.

11. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission in portable document format (.pdf) or by other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be deemed effective as original signatures for all purposes.

12. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

13. Severability . If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14. Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

ASSIGNOR:

DATZ World Holdings Corp.

By: /s/ Kurt Rossner

Name:
Kurt Rossner

Title: CEO

ASSIGNEE:

LB Media Group LLC

By: /s/ Kurt Rossner

Name:
Kurt Rossner

Title: Manager

GUARANTORS:

/s/ Kurt Rossner

Kurt Rossner

/s/ Mark Breen

Mark Breen

/s/ Michael Goerner

Michael Goerner

EX-10.4 · NOTE EXCHANGE AGREEMENT

Type

EX-10.4

File

lbuy_ex104.htm

Document text
EX-10.4 · NOTE EXCHANGE AGREEMENT EX-10.4 5 lbuy_ex104.htm NOTE EXCHANGE AGREEMENT EXHIBIT 10.4 NOTE EXCHANGE AGREEMENT This NOTE EXCHANGE AGREEMENT, dated May 28 2026 (this “Agreement”), is among DATZ World Holdings Corp., a Nevada corporation (the “Seller” or the “Company”), Jeff Bishop (“Bishop”), Allan Marshall (“Allan”) and MFA Holdings, Corp., a Florida corporation (“MFA and together with Allan, the “Lenders”). W I T N E S S E T H: WHEREAS , on September 18, 2018, the Company made a convertible promissory note in favor of Bishop in the original principal amount of Two Hundred Twenty Thousand Dollars ($220,000) with a maturity date of September 21, 2019, with interest at the rate of ten percent (10%) which remains unpaid as of the date hereof and has accrued interest in the amount of $190,749.41 as of the date hereof (“Loan 1”); WHEREAS , on September 28, 2017, the Company made a promissory note in favor of MFA in the original principal amount of Two Hundred Thousand Dollars ($200,000) with a maturity date of September 30, 2018, without interest of which One Hundred Seventy-Nine Thousand Dollars ($179,000) remains unpaid as of the date hereof (“Loan 2”); WHEREAS , on December 20, 2017, the Company made a promissory note in favor of MFA in the original principal amount of One Hundred Fifty Thousand Dollars ($150,000) with a maturity date of December 28, 2018, without interest of which One Hundred Thousand Dollars ($100,000) remains unpaid as of the date hereof (“Loan 3”); WHEREAS , on February 6, 2018, the Company made a promissory note in favor of Bishop in the original principal amount of One Hundred Fifty Thousand Dollars ($150,000) with a maturity date of August 8, 2019, with interest at the rate of twelve percent (12%) of which One Hundred Fifty Thousand Dollars ($150,000) in principal and One Thirty Thousand Three Hundred Eighty-Four Dollars ($130,384) in interest remains unpaid as of the date hereof (“Loan 4”); WHEREAS , on February 21, 2018, the Company made a promissory note in favor of MFA in the original principal amount of Four Hundred Forty Thousand Dollars ($4400,000) with a maturity date of March 22, 2019, with interest at the rate of ten percent (10%) of which no principal and Three Hundred Thirty-Five Thousand One Hundred Ninety-Eighty Dollars ($335,198) in interest remains unpaid as of the date hereof (“Loan 5”); WHEREAS , on February 15, 2019, the Company made a convertible promissory note in favor of Adam Marshall in the original principal amount of Four Hundred Twenty-Six Thousand Six Hundred Twenty-Six Thousand and 67/100 ($426,666.67) with a maturity date of August 15, 2020, with interest at the rate of seven percent (7%) of which Two Hundred Forty-Four Thousand Eight Hundred One and 75/100 Dollars ($244,801.75) in principal and One Hundred Ninety-One Thousand Seven Hundred Forty-Four and 30/100 Dollars ($191,744.30) remains unpaid as of the date hereof and was acquired by MFA on January 3, 2022 (“Loan 6,” and collectively with Loan 1, Loan 2, Loan 3, Loan 4 and Loan 5, the “Loans”); WHEREAS , on November 10, 2025, the Company, RagingBull.com, LLC, a Delaware limited liability company (RagingBull), the equityholders of RagingBull and RB Acquisition Corp., (“Acquisition”), entered into an Agreement and Plan of Merger and Reorganization whereby RagingBull will merge with and into a subsidiary of the Company whereby RagingBull will be a wholly-owned subsidiary of the Company (the “Merger”). WHEREAS , in connection with the Merger, the Seller shall sell substantially all of the issued and outstanding membership interests of its wholly-owned subsidiary LB Media Group LLC (“Subsidiary”) to Kurt Rossner, Mark Breen and Michael Goerner (the “Buyer”), and the payment of the proceeds from the sale (“Subsidiary Sale”) in exchange for Seven Hundred Fifty Thousand Dollars ($750,000)(the “Subsidiary Sale Proceeds”). NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: Section 1. Subsidiary Sale (a) At the Closing (as defined below), the Buyer shall acquire the Subsidiary and deliver the Subsidiary Sale Proceeds as directed by the Company. (b) The Company agrees that it shall: (i) use, or shall arrange the payment of, the Subsidiary Sale Proceeds to repay MFA for all principal and interest of Loans 2, 3 and 5 in full and repay $135,802 of the principal of Loan 4 (the Loan Repayment Amount”); and (ii) issue MFA a Convertible Promissory Note in the Amount of $627,296; and (iii) issue Bishop a Convertible Promissory Note in the Amount of $364,582, each in the form attached hereto as Exbibit A for any and all amounts currently owed to the Lenders (the “Convertible Note”). Section 2. Closing. At the Closing (as defined below), the Company shall deliver to the Lenders via wire transfer: immediately available funds in the amount of the Loan Repayment Amount; and one or more Convertible Notes in the respective amounts of the Balance of the Loans as directed by MFA. Section 3. Deliveries. (a) On the Closing Date (except as otherwise provided below), the Company shall deliver or cause to be delivered to the Lenders the following: (i) this Agreement duly executed by the Company; (ii) funds in the amount of the Loan Repayment Amount; (iii) the Convertible Note registered in the name “MFA Holdings Corp.”; and (iv) such other documents relating to the transactions contemplated by this Agreement as the Lenders or its counsel may reasonably request. (b) On the Closing Date, the Lenders shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by the Lenders; and (ii) such other documents relating to the transactions contemplated by this Agreement as the Company or its counsel may reasonably request. Section 4. Company Representations. The Company hereby represents and warrants to the Lenders as follows: (a) The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, all of which have been duly authorized by all requisite corporate action. This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Neither the execution and delivery of this Agreement by the Company nor the performance by the Company of its obligations hereunder and thereunder will (i) contravene any provision contained in the Company’s Amended and Restated Articles of Incorporation or Bylaws of the Company, (ii) violate or result in a breach (with or without the lapse of time, the giving of notice or both) of or constitute a default under (A) any material contract, agreement, commitment, indenture, mortgage, lease, pledge, note, license, permit or other instrument or obligation or (B) any judgment, order, decree, law, rule or regulation or other restriction of any governmental authority, in each case to which the Company is a party or by which the Company is bound or to which any of its assets or properties are subject, (iii) result in the creation or imposition of any material lien, claim, charge, mortgage, pledge, security interest, equity, restriction or other encumbrance (collectively, “Encumbrances”) on any of the assets or properties of the Company or any subsidiary, or (iv) result in the acceleration of, or permit any person to accelerate or declare due and payable prior to its stated maturity, any obligation of the Company or any subsidiary. 2 (c) No notice to, filing with, or authorization, registration, consent or approval of any governmental authority or other person is necessary for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or thereby by the Company, except for customary post-closing filings required pursuant to applicable securities laws which will be made in the ordinary course and expect that under Nasdaq rules approvals of stockholders will be required for certain matters as contemplated under the Certificate of Designations (including for conversion of shares beyond permitted limits). (d) The Convertible Note and the shares of Common Stock underlying the conversion of the Convertible Note have been duly and validly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of all Encumbrances. (e) The Convertible Note issued pursuant to this Agreement, will be the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (f) The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of its obligations under this Agreement or the Convertible Note. (g) The Company is not and has never been, an issuer identified in, or subject to, Rule 144(i). More than one (1) year has elapsed from the date that the Company filed its "Form 10 information" with the Commission reflecting its status as an entity that is no longer described in Rule 144(i)(1)(i). Section 4. Lenders Representations. The Lenders represents and warrants to the Company (as to itself only) as follows: (a) Is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, all of which have been duly authorized by all requisite corporate, partnership or limited liability company action, as applicable. This Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding agreement, enforceable against it in accordance with its terms. (b) Neither the execution and delivery of this Agreement nor the performance by it of its obligations hereunder and thereunder will (i) contravene any provision contained in its organizational documents, (ii) violate or result in a breach (with or without the lapse of time, the giving of notice or both) of or constitute a default under (A) any material contract, agreement, commitment, indenture, mortgage, lease, pledge, note, license, permit or other instrument or obligation or (B) any judgment, order, decree, law, rule or regulation or other restriction of any governmental authority, in each case to which it is a party or by which it is bound or to which any of its assets or properties are subject, or (iii) result in the creation or imposition of any material Encumbrances on the Original Notes. 3 (c) No notice to, filing with, or authorization, registration, consent or approval of any governmental authority or other person is necessary for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or thereby by it. (d) Is the legal owner of the Original Notes, free and clear of all Encumbrances except those created pursuant to the Purchase Agreement and the Registration Rights Agreement and those imposed generally by applicable securities laws. Section 5. Other Agreements. (a) The Convertible Notes may only be disposed of in compliance with their terms and with state and federal securities laws. In connection with any permissible transfer the Convertible Note other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Lenders, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Convertible Note under the Securities Act. (b) The Lenders agree to the imprinting, so long as is required by this Section 5(b), of a legend Note substantially in the following form: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL THAT AN EXEMPTION FROM SUCH APPLICABLE LAWS EXIST. (c) Upon issuance and deliver of the Convertible Note to the Lenders, the Lenders hereby irrevocably waives any and all claims, demands, suits, actions, causes of action and rights whatsoever at law or in equity, now existing or arising relating to any accrued and unpaid interest on the Original Notes. The Lenders hereby acknowledges and agrees that it shall not commence or prosecute in any way, or cause to be commenced or prosecuted, any action in any court relating to such accrued and unpaid interest. Section 6. Closing. The Closing shall take place at the offices of Lucosky Brookman LLP, 101 Wood Avenue South, Woodbridge, New Jersey 08830, no later than the second Business Day after the conditions to Closing set forth herein have been satisfied or waived, to the extent permitted by applicable law, or at such other location and on such other date as the Company and the Investors shall mutually agree. As used herein, “Business Day” means a day, other than a Saturday, Sunday or legal holiday, on which commercial banks in New York City are open for the general transaction of business. Section 7. Further Assurances. Subject to the terms and conditions herein provided, each of the parties hereto shall take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. In the event that at any time hereafter any further action is necessary to carry out the purposes of this Agreement, the parties hereto shall take all such action without any further consideration therefor. 4 Section 8. Equitable Remedies. The Company acknowledges that the Lenders would suffer immediate and irreparable harm for which an adequate remedy would not be available at law as a result of any breach of this Agreement. Accordingly, in the event of any breach, or threatened breach, of the provisions of this Agreement, the Lenders shall be entitled to an order of specific performance or other injunctive relief against the Company in addition to any other rights and remedies to which the Lenders may be entitled, whether at law or in equity, and the Company irrevocably and unconditionally consents to the entry of an order providing such relief in the event of any breach or threatened breach of the terms hereof by such party. No party shall be required to post any bond or other security in connection with any such action for specific performance or other injunctive relief. Section 9. Successors and Assigns. This Agreement may only be assigned by the Company hereto without the prior written consent of the Lenders. The Lenders may assign this Agreement without the consent of the Company. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Section 10. Survival; Successors and Assigns. All warranties and representations (as of the date such warranties and representations were made) made herein or in any certificate or other instrument delivered by it or on its behalf under this Agreement shall be considered to have been relied upon by the parties hereto and shall survive the issuance of the Convertible Note. Section 11. Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof. Section 12. Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Section 13 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 8:00 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 8:00 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. 5 Section 14. Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Lenders. Section 15. Entire Agreement. This Agreement, including the Exhibits, constitutes the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof. Section 16. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. Section 17. Construction. Each of the parties hereto acknowledge that this Agreement has been prepared jointly by the parties hereto, and shall not be strictly construed against any party. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. [signature page follows] 6 IN WITNESS WHEREOF , the Holder and the Company have caused their respective signature pages to this Agreement to be duly executed as of the date first written above. COMPANY: DATZ WORLD HOLDINGS CORP. By: /s/ Kurt Rossner Name: Kurt Rossner Title: Chief Executive Officer Address for delivery of Notice : LENDERS: MFA HOLDINGS, CORP. By: /s/ Allan Marshall Name: Allan Marshall Title: President /s/ Allan Marshall ALLAN MARSHALL / s/ Jeff Bishop JEFF BISHOP 7 EXHIBIT A CONVERTIBLE PROMISSORY NOTE 8

Document text

EX-10.4 · NOTE EXCHANGE AGREEMENT

EX-10.4
 5
 lbuy_ex104.htm
 NOTE EXCHANGE AGREEMENT

 EXHIBIT 10.4

 NOTE EXCHANGE AGREEMENT

 This NOTE EXCHANGE AGREEMENT, dated May 28 2026 (this “Agreement”), is among DATZ World Holdings Corp., a Nevada corporation (the “Seller” or the “Company”), Jeff Bishop (“Bishop”), Allan Marshall (“Allan”) and MFA Holdings, Corp., a Florida corporation (“MFA and together with Allan, the “Lenders”).

 W I T N E S S E T H:

 WHEREAS , on September 18, 2018, the Company made a convertible promissory note in favor of Bishop in the original principal amount of Two Hundred Twenty Thousand Dollars ($220,000) with a maturity date of September 21, 2019, with interest at the rate of ten percent (10%) which remains unpaid as of the date hereof and has accrued interest in the amount of $190,749.41 as of the date hereof (“Loan 1”);

 WHEREAS , on September 28, 2017, the Company made a promissory note in favor of MFA in the original principal amount of Two Hundred Thousand Dollars ($200,000) with a maturity date of September 30, 2018, without interest of which One Hundred Seventy-Nine Thousand Dollars ($179,000) remains unpaid as of the date hereof (“Loan 2”);

 WHEREAS , on December 20, 2017, the Company made a promissory note in favor of MFA in the original principal amount of One Hundred Fifty Thousand Dollars ($150,000) with a maturity date of December 28, 2018, without interest of which One Hundred Thousand Dollars ($100,000) remains unpaid as of the date hereof (“Loan 3”);

 WHEREAS , on February 6, 2018, the Company made a promissory note in favor of Bishop in the original principal amount of One Hundred Fifty Thousand Dollars ($150,000) with a maturity date of August 8, 2019, with interest at the rate of twelve percent (12%) of which One Hundred Fifty Thousand Dollars ($150,000) in principal and One Thirty Thousand Three Hundred Eighty-Four Dollars ($130,384) in interest remains unpaid as of the date hereof (“Loan 4”);

 WHEREAS , on February 21, 2018, the Company made a promissory note in favor of MFA in the original principal amount of Four Hundred Forty Thousand Dollars ($4400,000) with a maturity date of March 22, 2019, with interest at the rate of ten percent (10%) of which no principal and Three Hundred Thirty-Five Thousand One Hundred Ninety-Eighty Dollars ($335,198) in interest remains unpaid as of the date hereof (“Loan 5”);

 WHEREAS , on February 15, 2019, the Company made a convertible promissory note in favor of Adam Marshall in the original principal amount of Four Hundred Twenty-Six Thousand Six Hundred Twenty-Six Thousand and 67/100 ($426,666.67) with a maturity date of August 15, 2020, with interest at the rate of seven percent (7%) of which Two Hundred Forty-Four Thousand Eight Hundred One and 75/100 Dollars ($244,801.75) in principal and One Hundred Ninety-One Thousand Seven Hundred Forty-Four and 30/100 Dollars ($191,744.30) remains unpaid as of the date hereof and was acquired by MFA on January 3, 2022 (“Loan 6,” and collectively with Loan 1, Loan 2, Loan 3, Loan 4 and Loan 5, the “Loans”);

 WHEREAS , on November 10, 2025, the Company, RagingBull.com, LLC, a Delaware limited liability company (RagingBull), the equityholders of RagingBull and RB Acquisition Corp., (“Acquisition”), entered into an Agreement and Plan of Merger and Reorganization whereby RagingBull will merge with and into a subsidiary of the Company whereby RagingBull will be a wholly-owned subsidiary of the Company (the “Merger”).

 WHEREAS , in connection with the Merger, the Seller shall sell substantially all of the issued and outstanding membership interests of its wholly-owned subsidiary LB Media Group LLC (“Subsidiary”) to Kurt Rossner, Mark Breen and Michael Goerner (the “Buyer”), and the payment of the proceeds from the sale (“Subsidiary Sale”) in exchange for Seven Hundred Fifty Thousand Dollars ($750,000)(the “Subsidiary Sale Proceeds”).

 NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

 Section 1. Subsidiary Sale

 (a) At the Closing (as defined below), the Buyer shall acquire the Subsidiary and deliver the Subsidiary Sale Proceeds as directed by the Company.

 (b) The Company agrees that it shall: (i) use, or shall arrange the payment of, the Subsidiary Sale Proceeds to repay MFA for all principal and interest of Loans 2, 3 and 5 in full and repay $135,802 of the principal of Loan 4 (the Loan Repayment Amount”); and (ii) issue MFA a Convertible Promissory Note in the Amount of $627,296; and (iii) issue Bishop a Convertible Promissory Note in the Amount of $364,582, each in the form attached hereto as Exbibit A for any and all amounts currently owed to the Lenders (the “Convertible Note”).

 Section 2. Closing. At the Closing (as defined below), the Company shall deliver to the Lenders via wire transfer: immediately available funds in the amount of the Loan Repayment Amount; and one or more Convertible Notes in the respective amounts of the Balance of the Loans as directed by MFA.

 Section 3. Deliveries.

 (a) On the Closing Date (except as otherwise provided below), the Company shall deliver or cause to be delivered to the Lenders the following: (i) this Agreement duly executed by the Company; (ii) funds in the amount of the Loan Repayment Amount; (iii) the Convertible Note registered in the name “MFA Holdings Corp.”; and (iv) such other documents relating to the transactions contemplated by this Agreement as the Lenders or its counsel may reasonably request.

 (b) On the Closing Date, the Lenders shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by the Lenders; and (ii) such other documents relating to the transactions contemplated by this Agreement as the Company or its counsel may reasonably request.

 Section 4. Company Representations. The Company hereby represents and warrants to the Lenders as follows:

 (a) The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, all of which have been duly authorized by all requisite corporate action. This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

 (b) Neither the execution and delivery of this Agreement by the Company nor the performance by the Company of its obligations hereunder and thereunder will (i) contravene any provision contained in the Company’s Amended and Restated Articles of Incorporation or Bylaws of the Company, (ii) violate or result in a breach (with or without the lapse of time, the giving of notice or both) of or constitute a default under (A) any material contract, agreement, commitment, indenture, mortgage, lease, pledge, note, license, permit or other instrument or obligation or (B) any judgment, order, decree, law, rule or regulation or other restriction of any governmental authority, in each case to which the Company is a party or by which the Company is bound or to which any of its assets or properties are subject, (iii) result in the creation or imposition of any material lien, claim, charge, mortgage, pledge, security interest, equity, restriction or other encumbrance (collectively, “Encumbrances”) on any of the assets or properties of the Company or any subsidiary, or (iv) result in the acceleration of, or permit any person to accelerate or declare due and payable prior to its stated maturity, any obligation of the Company or any subsidiary.

 2

 (c) No notice to, filing with, or authorization, registration, consent or approval of any governmental authority or other person is necessary for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or thereby by the Company, except for customary post-closing filings required pursuant to applicable securities laws which will be made in the ordinary course and expect that under Nasdaq rules approvals of stockholders will be required for certain matters as contemplated under the Certificate of Designations (including for conversion of shares beyond permitted limits).

 (d) The Convertible Note and the shares of Common Stock underlying the conversion of the Convertible Note have been duly and validly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of all Encumbrances.

 (e) The Convertible Note issued pursuant to this Agreement, will be the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

 (f) The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of its obligations under this Agreement or the Convertible Note.

 (g) The Company is not and has never been, an issuer identified in, or subject to, Rule 144(i). More than one (1) year has elapsed from the date that the Company filed its "Form 10 information" with the Commission reflecting its status as an entity that is no longer described in Rule 144(i)(1)(i).

 Section 4. Lenders Representations. The Lenders represents and warrants to the Company (as to itself only) as follows:

 (a) Is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, all of which have been duly authorized by all requisite corporate, partnership or limited liability company action, as applicable. This Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding agreement, enforceable against it in accordance with its terms.

 (b) Neither the execution and delivery of this Agreement nor the performance by it of its obligations hereunder and thereunder will (i) contravene any provision contained in its organizational documents, (ii) violate or result in a breach (with or without the lapse of time, the giving of notice or both) of or constitute a default under (A) any material contract, agreement, commitment, indenture, mortgage, lease, pledge, note, license, permit or other instrument or obligation or (B) any judgment, order, decree, law, rule or regulation or other restriction of any governmental authority, in each case to which it is a party or by which it is bound or to which any of its assets or properties are subject, or (iii) result in the creation or imposition of any material Encumbrances on the Original Notes.

 3

 (c) No notice to, filing with, or authorization, registration, consent or approval of any governmental authority or other person is necessary for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or thereby by it.

 (d) Is the legal owner of the Original Notes, free and clear of all Encumbrances except those created pursuant to the Purchase Agreement and the Registration Rights Agreement and those imposed generally by applicable securities laws.

 Section 5. Other Agreements.

 (a) The Convertible Notes may only be disposed of in compliance with their terms and with state and federal securities laws. In connection with any permissible transfer the Convertible Note other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Lenders, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Convertible Note under the Securities Act.

 (b) The Lenders agree to the imprinting, so long as is required by this Section 5(b), of a legend Note substantially in the following form:

 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL THAT AN EXEMPTION FROM SUCH APPLICABLE LAWS EXIST.

 (c) Upon issuance and deliver of the Convertible Note to the Lenders, the Lenders hereby irrevocably waives any and all claims, demands, suits, actions, causes of action and rights whatsoever at law or in equity, now existing or arising relating to any accrued and unpaid interest on the Original Notes. The Lenders hereby acknowledges and agrees that it shall not commence or prosecute in any way, or cause to be commenced or prosecuted, any action in any court relating to such accrued and unpaid interest.

 Section 6. Closing. The Closing shall take place at the offices of Lucosky Brookman LLP, 101 Wood Avenue South, Woodbridge, New Jersey 08830, no later than the second Business Day after the conditions to Closing set forth herein have been satisfied or waived, to the extent permitted by applicable law, or at such other location and on such other date as the Company and the Investors shall mutually agree. As used herein, “Business Day” means a day, other than a Saturday, Sunday or legal holiday, on which commercial banks in New York City are open for the general transaction of business.

 Section 7. Further Assurances. Subject to the terms and conditions herein provided, each of the parties hereto shall take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. In the event that at any time hereafter any further action is necessary to carry out the purposes of this Agreement, the parties hereto shall take all such action without any further consideration therefor.

 4

 Section 8. Equitable Remedies. The Company acknowledges that the Lenders would suffer immediate and irreparable harm for which an adequate remedy would not be available at law as a result of any breach of this Agreement. Accordingly, in the event of any breach, or threatened breach, of the provisions of this Agreement, the Lenders shall be entitled to an order of specific performance or other injunctive relief against the Company in addition to any other rights and remedies to which the Lenders may be entitled, whether at law or in equity, and the Company irrevocably and unconditionally consents to the entry of an order providing such relief in the event of any breach or threatened breach of the terms hereof by such party. No party shall be required to post any bond or other security in connection with any such action for specific performance or other injunctive relief.

 Section 9. Successors and Assigns. This Agreement may only be assigned by the Company hereto without the prior written consent of the Lenders. The Lenders may assign this Agreement without the consent of the Company. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

 Section 10. Survival; Successors and Assigns. All warranties and representations (as of the date such warranties and representations were made) made herein or in any certificate or other instrument delivered by it or on its behalf under this Agreement shall be considered to have been relied upon by the parties hereto and shall survive the issuance of the Convertible Note.

 Section 11. Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

 Section 12. Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

 Section 13 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 8:00 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 8:00 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given.

 5

 Section 14. Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Lenders.

 Section 15. Entire Agreement. This Agreement, including the Exhibits, constitutes the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

 Section 16. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

 Section 17. Construction. Each of the parties hereto acknowledge that this Agreement has been prepared jointly by the parties hereto, and shall not be strictly construed against any party. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 [signature page follows]

 6

 IN WITNESS WHEREOF , the Holder and the Company have caused their respective signature pages to this Agreement to be duly executed as of the date first written above.

 COMPANY:

 DATZ WORLD HOLDINGS CORP.

 By:
 /s/ Kurt Rossner

 Name:
 Kurt Rossner

 Title:
 Chief Executive Officer

 Address for delivery of Notice :

 LENDERS:

 MFA HOLDINGS, CORP.

 By:
 /s/ Allan Marshall

 Name:
 Allan Marshall

 Title:
 President

 /s/ Allan Marshall

 ALLAN MARSHALL

 / s/ Jeff Bishop

 JEFF BISHOP

 7

 EXHIBIT A

 CONVERTIBLE PROMISSORY NOTE

 8

Open on SEC

All SEC filings Signals