Exhibit 10.1

AMENDED AND RESTATED

SHARE EXCHANGE AGREEMENT

This AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into effective as of the 30th day of January 2023 by and among Vado Corp., a Nevada corporation (“VADO”), Socialcom, Inc, d/b/a AudienceX, a California corporation (“AX”), the shareholders of AX listed on Schedule 1.01(a) hereto who are executing this Agreement in their capacity as shareholders of AX as provided herein (the “AX Shareholders”), and Jason Wulfsohn in his capacity as a representative of the AX Shareholders for certain purposes described herein (the “AX Shareholder Representative”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

This Agreement amends and restates in its entirety the original Share Exchange Agreement originally executed by the parties on January 30, 2023. 

RECITALS:

A.    The boards of directors of VADO and AX  have determined that an acquisition of all or substantially all of the issued and outstanding shares of capital stock of AX by VADO through a share exchange upon the terms and subject to the conditions set forth in this Agreement (the “Share Exchange”) would be in the best interests of VADO and AX, and the boards of directors of VADO and AX have each approved the Share Exchange, pursuant to which all of the right, title and interest in and to all or substantially all of the issued and outstanding shares of capital stock (the “AX Shares”) of AX (collectively, the “Ownership Interest”) will be exchanged at the “Exchange Ratio” (as such term is defined herein) for a total of 169,434,641 shares of VADO Common Stock, or such other number as equals the “Stated Percentage” (as such term is defined herein) as of the Closing (the “Exchange Shares”).

B.    This Agreement shall become effective in accordance with its terms when executed by each of VADO and AX and the AX Shareholders identified in Schedule 1.01(a) as “Initial AX Shareholders;” and it is a condition of the Parties to consummate the Share Exchange that AX Shareholders collectively owning not less than 19,363,959 of the outstanding AX Shares join in this Agreement and participate in the Share Exchange.

C.    The Parties acknowledge and agree that it is a condition of the obligations of AX and the AX Shareholders to consummate the Share Exchange, that VADO, concurrently with the Closing, shall have received $750,000 of cash proceeds from the sale of VADO Series A Convertible Preferred Stock (the “VADO Series A Preferred Stock”) as part of the “Secondary Financing” substantially in accordance with the “Stock Purchase Agreement” (as such terms are defined herein) executed by the parties thereto and previously delivered to AX, and on such other terms and conditions as are satisfactory to VADO and AX, as further provided in this Agreement.

D.    The Parties desire to make certain representations, warranties, covenants and agreements in connection with the Share Exchange and also to prescribe various conditions to the Share Exchange.

E.    For federal income tax purposes, the parties intend that the Share Exchange shall qualify as reorganization under the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the Parties agree as follows:

ARTICLE I.
THE SHARE EXCHANGE

1.01  Share Exchange. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Parties shall do the following:

(a)    Each AX Shareholder shall transfer, convey, assign, and deliver all AX Shares owned by such AX Shareholder to VADO in exchange for shares of Vado Common Stock at the exchange ratio of 8.75 shares of Vado Common Stock (the “Exchange Ratio”) for each AX Share, as set forth on Schedule 1.01(a), together with such documents evidencing the transfer and assignments of their respective interests in AX in the form satisfactory to VADO.  The AX Shares transferred to VADO at the Closing (as defined in Section 1.02), which is set forth on Schedule 1.01(a), will constitute 100% of the issued and outstanding shares of capital stock of AX, or such lesser percentage as provided in Section 6.01 of this Agreement. Only AX Shareholders who are an accredited investors as such term defined by Rule 501(a) under the Securities Act of 1933 (the “Securities Act”) shall be eligible to be a party to this Agreement.

(b)    As consideration for its acquisition of the AX Shares, at the Closing VADO shall issue the VADO Exchange Shares to the AX Shareholders at the Exchange Ratio in the amounts set forth opposite each AX Shareholder’s name on Schedule 1.01(a) hereto by issuing or causing the issuance of such Exchange Shares to the AX Shareholders in book entry form with VADO’s transfer agent. A copy of the pro forma capitalization table immediately following the Closing is set forth in Schedule 1.01(b).

(c)    Immediately following the Closing (as hereinafter defined), all outstanding AX stock options and restricted stock units (together, “AX Employee Awards”), issued pursuant to AX employee benefit plans shall be assumed by VADO under a newly adopted equity incentive plan of VADO (the “VADO Equity Incentive Plan”) in form and substance satisfactory to AX, and exchanged for VADO stock options and restricted stock units, as applicable (together, “VADO Awards”) at the Exchange Ratio, as set forth in Schedule 1.01(c) and otherwise on terms consistent, insofar as is practicable, with the terms of such AX Employee Awards, including the general vesting terms of the AX Employee Awards but excluding any change of control provisions providing for accelerated vesting which may have otherwise been triggered by this Agreement, and AX will obtain, execute and deliver such waivers or agreements with the holders of such AX Employee Awards as are necessary and in such forms as VADO and AX shall approve to amend such vesting provisions in accordance with the foregoing.

(d)    For federal income tax purposes, the Share Exchange is intended to constitute a “reorganization” within the meaning of Section 368(a)(1)(B) of the Code and the parties shall report the transactions contemplated by this Agreement consistent with such intent and shall take no position in any tax filing or legal proceeding inconsistent therewith. Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that no Party is making any representation or warranty as to the qualification of the Share Exchange as a

reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to or after the Closing Date has or may have on such reorganization status. The Parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes.

1.02    Closing. The closing (“Closing”) of the transactions contemplated by this Agreement (the “Transactions”) shall take place remotely within three business days following the satisfaction or waiver of all conditions and obligations of the Parties to consummate the Transactions contemplated hereby or such other date and times as the Parties may mutually determine (the “Closing Date”), unless another date or place is agreed to in writing by VADO and AX.

1.03    Appointments and Resignations.

(a)    As of the Closing, David Lelong shall remain on the VADO board of directors; all other directors of VADO, if any, shall resign from the board of directors of VADO, the number of directors shall be set at three and Jason Wulfsohn and Reeve Benaron shall be appointed as directors of VADO until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with VADO’s Articles of Incorporation and Bylaws.

(b)    David Lelong shall resign as an officer of VADO, effective on the Closing Date, and the nominees of AX shall, as of the Closing Date, be appointed as the officers of VADO until their successors have been duly appointed and qualified or until their earlier death, resignation or removal in accordance with VADO’s Articles of Incorporation and Bylaws.

1.04    Issuance of VADO Common Stock. At the Closing of the Share Exchange, VADO shall cause a number of Exchange Shares to be issued to the AX Shareholders at the Exchange Ratio for each AX Share in the amounts set forth in Schedule 1.01(a) so that upon Closing, and after the issuance of those shares, the AX Shareholders will collectively own 96% of the shares of issued and outstanding VADO Common Stock, after giving effect to cancellation of 93,000,000 shares of VADO Common Stock held by David Lelong pursuant to the Cancellation Agreement (as hereinafter defined) and the issuance, exercise or conversion of Series A Preferred Stock and all other VADO Common Stock Equivalents outstanding immediately prior to Closing (the “Stated Percentage”). For the avoidance of doubt, the Stated Percentage of 96% does not give effect to the shares of VADO Common Stock issuable under AX Employee Awards or Common Stock to be sold and issued by VADO in the Secondary Financing, even if such Secondary Financing closes prior to or concurrently with the Closing of the Share Exchange.

1.05    AX Employee Awards. Immediately following the Closing of the Share Exchange, subject to Section 1.01(c), appropriate documentation reasonably satisfactory to AX and VADO for effecting the assumption and exchange of the AX Employee Awards at the Exchange Ratio, shall be delivered by AX to VADO so that each outstanding AX Employee Award shall be a VADO Award under the VADO Equity Incentive Plan with appropriate adjustments for the number of shares and exercise price and, if applicable, delivery requirements.

ARTICLE II.
AX SHAREHOLDER MATTERS

2.01   Representations and Warranties of the AX Shareholders. Each AX Shareholder, individually for itself only and not for any other AX Shareholder, represents and warrants to VADO that the following representations and warranties are true and correct as of the date of this Agreement (and it is a condition of Closing that they remain true and correct as of the Closing Date):

(a)    Title. Such AX Shareholder is the sole record owner of all of the AX Shares as specified on Schedule 1.01(a) and owns the AX Shares, free of any claim, lien, security interest or encumbrance of any nature or kind and, as such, has the exclusive right and full power to sell, transfer and assign the AX Shares free of any such claim, lien, security interest or encumbrance. Such AX Shareholder is the sole record and beneficial owner of the outstanding AX Shares.

(b)    Power and Authority. Such AX Shareholder has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of such AX Shareholder, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by such AX Shareholder to the extent necessary.

(c)    No Conflict. The execution and delivery of this Agreement by such AX Shareholder and the observance and performance by such AX Shareholder of the terms and provisions contained herein do not constitute a violation or breach by such AX Shareholder of any applicable Laws, or any provision of any other contract or instrument to which such AX Shareholder is a party or by which it is bound, or any order, writ, injunction, decree, statute, rule, Bylaw or regulation applicable to such AX Shareholder. As used in this Agreement, “Laws” means any federal, state, local, municipal, foreign, multi-national or other laws, common law, statutes, constitutions, ordinances, rules, regulations, codes, orders, or legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered, or applied by any Governmental Authority.

(d)    AX Shareholder Approvals. If such AX Shareholder is an entity, the board of directors, manager or other comparable authority of such AX Shareholder has approved this Agreement and the transactions contemplated hereby in the manner required by all applicable laws and agreements or other documents applicable to such AX Shareholder, which approvals have not been subsequently rescinded or modified in any way.

(e)    No Insolvency. No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating such AX Shareholder or an Affiliate thereof as the bankrupt or the insolvent, are pending or, to the Knowledge of such AX Shareholder, threatened, and such

AX Shareholder has not made an assignment for the benefit of creditors, nor has such AX Shareholder or any Affiliate thereof taken any action with a view to, or which would constitute the basis for the institution of any such insolvency proceedings.

(f)    Litigation. There are no actions, suits, or proceedings pending or, to such AX Shareholder’s Knowledge, threatened, which could in any manner restrain or prevent such AX Shareholder from exchanging its AX Shares pursuant to the terms and provisions of this Agreement.

(g)    Brokers. Such AX Shareholder has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

(h)    No Restrictions. Other than this Agreement, such AX Shareholder is not a party to or bound by any contract, option or other arrangement or understanding with respect to the purchase, sale, delivery, transfer, gift, pledge, hypothecation, encumbrance, assignment or other disposition or acquisition of (including by operation of law) any AX Shares, or as to voting, agreeing or consenting (or abstaining therefrom) with respect to any amendment to or waiver of any terms of, or taking any action whatsoever with respect to, the AX Shares.

(i)    Investment Intent. The Exchange Shares to be received by such AX Shareholder hereunder will be acquired for investment and only for such AX Shareholder’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act, and such AX Shareholder has no present intention of publicly selling, granting any participation in, or otherwise distributing the same; provided, that, by making the representations herein, other than as set forth herein, such AX Shareholder does not agree to hold any of the Exchange Shares for any minimum period of time and reserves the right at all times to sell or otherwise dispose of all or any part of such Exchange Shares pursuant to an effective registration statement under the Securities Act or under an exemption from such registration (provided that such AX Shareholder complies with the conditions thereof) and in compliance with applicable federal and state securities laws.

(j)    Status of Exchange Shares. Such AX Shareholder understands and agrees as follows: (a) the Exchange Shares constitute “restricted securities” under the Securities Act inasmuch as they are being acquired from VADO in a transaction not involving a public offering; (b) subject to limited exceptions, the Exchange Shares may not be resold, disposed of or transferred, in whole or in part, without registration under the Securities Act; and (c) it must bear the economic risk of this investment indefinitely unless the Exchange Shares are registered pursuant to the Securities Act, or an exemption from registration is available.

(k)    Investment Experience. Such AX Shareholder represents that: (a) it is able to fend for itself; (b) can bear the economic risk of its investment in the Exchange Shares; and (c) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risk of its investment in the Exchange Shares.

(l)    Accredited Investor Status. Such AX Shareholder is an “accredited investor” as defined under Regulation D promulgated under the Securities Act, which definition is attached to this Agreement as Exhibit A.

(m)    Legends. Such AX Shareholder acknowledges that all certificates or other instruments representing the Exchange Shares shall bear a restrictive legend substantially as provided in Section 2.02(c):

(n)    No Consents. No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any governmental or self-regulatory agency or body or any other person is required to be obtained, made or given by such AX Shareholder in connection with the execution and delivery of this Agreement or any other agreements or instruments executed and delivered hereunder or thereunder by such AX Shareholder, or the performance of any obligations hereunder or thereunder by such AX Shareholder, including the sale and delivery of the AX Shares by such AX Shareholder pursuant to this Agreement.

(o)    Shell Status. Such AX Shareholder acknowledges that (i) VADO is a shell corporation with no assets or liabilities and has its common stock quoted on the Pink Market of OTC Markets, (ii) that the Exchange Shares must be held for at least 12 months under Rule 144(i) of the Securities Act and (iii) VADO voluntarily files reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934.

(p)    Vado Information. Such AX Shareholder has been afforded an opportunity to discuss VADO’s business, management and financial affairs with VADO and has had the opportunity to ask questions of and receive answers from, VADO regarding the terms and conditions of the Exchange Shares.

(q)    Residence. Such AX Shareholder resides solely in the State identified in the Signature Page of this Agreement executed by such Shareholder.

2.02    AX Shareholder Covenants, Acknowledgements and Agreements. Each AX Shareholder, individually for itself only and not for any other AX Shareholder, covenants, acknowledges and agrees as follows:

(a)    VADO may refuse to effect any transfer of the shares not made pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in accordance with applicable state securities laws and the provisions of this Agreement

(b)    VADO may make a notation on its records or give instructions to the registrar and transfer agent of VADO in order to implement the restrictions on transfer set forth and described herein;

(c)    VADO’s records (including those of its transfer agent) evidencing, and/or any certificates representing, the Exchange Shares, shall bear a restrictive legend, substantially in the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS, AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

(d)    Except as may be expressly provided in the Vado Investor Rights Agreement, such AX Shareholder shall not, for a period of 12 months following the Closing, (i) offer for sale, sell, pledge, transfer, or otherwise dispose of its Exchange Shares, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of its Exchange Shares, (iii) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any of its Exchange Shares, or (iv) publicly disclose the intention to do any of the foregoing.

(e)    Notwithstanding the foregoing provisions of Section 2.02(d), the restrictions set forth in (i) through (iv) above shall not apply to: (A) transfers of Exchange Shares as a bona fide gift; (B) transfers of Exchange Shares to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of such AX Shareholder; (C) transfers of Exchange Shares to any beneficiary of such AX Shareholder pursuant to a Will, trust instrument or other testamentary document or applicable laws of descent; or (D) transfers of Exchange Shares to any Affiliate of such AX Shareholder; provided that, in the case of any transfer or distribution pursuant to clauses (A) through (D) above, each donee, distributee or transferee shall sign and deliver to VADO, prior to such transfer, an agreement with terms substantially identical to those set forth in this Section 2.02, including Section 2.02(d).

(f)    Such AX Shareholder understands and agrees that, notwithstanding anything in this Agreement to the contrary, and except as otherwise provided by the Secondary Financing and the Vado Stock Purchase Agreement, Vado Investor Rights Agreement and such other agreements and documents as VADO may enter into with the investor(s) in connection therewith (as such terms are more particularly defined in Section 4.05), VADO will not, and will be under no obligation to, file a registration statement registering the resale of the Exchange Shares or any other shares of VADO Common Stock or VADO Common Stock Equivalents issued or issuable to AX Shareholders or holders of AX Common Stock Equivalents for a period of at least 12 months following the Closing.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

3.01    Representations and Warranties of AX.  AX hereby represents and warrants to VADO that the following statements are true and correct as of the date of this Agreement:

(a)    Organization, Standing and Power. AX is duly organized, validly existing and in good standing under the laws of the State of California, and has the requisite power and authority and all government licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and carry on its business as now being conducted.  AX is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a Material Adverse Effect (as defined in Section 9.02).

(b)    Subsidiaries. AX does not have any Subsidiaries.

(c)    Corporate Documents. Schedule 3.01(c) sets forth a true and correct copy of AX’s Articles of Incorporation and Bylaws as currently in effect. The shareholder list provided to VADO is a current shareholder list setting forth all of AX’s Common Stock shareholders, and such list accurately reflects all of the issued and outstanding shares of AX Common Stock. The minute books (containing the records or meetings of the shareholders, the board of directors and any committees of the board of directors), and the stock certificate books and the stock record books of AX, each as provided to VADO, are true and complete, and account for all of the issued and outstanding shares of AX capital stock and shares which have been returned to AX or otherwise cancelled.

(d)    Authority; Non-Contravention. Except as set forth in Schedule 3.01(d) AX has all requisite power, authority, consents and approvals to enter into this Agreement and to consummate the transactions contemplated by this Agreement.  The execution and delivery of this Agreement by AX and the consummation by AX of the transactions contemplated hereby have been duly authorized by all necessary action on the part of AX. This Agreement has been duly executed and delivered by AX and when duly executed and delivered by the other Parties hereto, will constitute a valid and binding obligation of AX, enforceable against AX in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.  The execution and delivery of this Agreement by AX and the observance and performance by AX of the terms and provisions contained herein (i) do not conflict with or constitute a violation or breach by AX of any applicable Laws, or, except as set forth in Schedule 3.01(d) any provision of any other contract or instrument to which AX is a party or by which it is bound or (ii) conflict with or violate any Law, order, or other restriction of any Governmental Entity or person, except where such conflict, breach or conflict will not have a Material Adverse Effect on AX.

(e)    Ownership Interest.  Except as set forth on Schedule 3.01(e), the Ownership Interest represents 100% of the issued and outstanding shares of capital stock of AX. Except as set forth on Schedule 3.01(e), there are no outstanding bonds, debentures, notes or other indebtedness or other securities of AX. Except as set forth on Schedule 3.01(e), there are no rights,

commitments, agreements, arrangements or undertakings of any kind to which AX is a party or by which it is bound obligating AX to issue, deliver or sell, or cause to be issued, delivered or sold, additional capital stock or other ownership interests of AX or obligating AX to issue, grant, extend or enter into any such right, commitment, agreement, arrangement or undertaking. AX has no other outstanding securities eligible to vote at shareholders’ meetings.

(f)     Capitalization of AX. AX has authority to issue 30,500,000 shares of Common Stock, $0.001 par value, of which 20,051,474 shares are issued and outstanding. All outstanding shares of Common Stock of AX are duly authorized, validly issued, fully paid and nonassessable. Except as set forth on Schedule 3.01(f), there are no outstanding AX Common Stock Equivalents. “Common Stock Equivalents” means, as to AX or VADO, any rights or securities of such company which would entitle the holder thereof to acquire at any time common stock of such company, including, without limitation, any indebtedness, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, such common stock. AX has provided VADO with true and accurate copies of all agreements or instruments evidencing AX Common Stock Equivalents. Except as disclosed in Schedule 3.01(f), there are no rights, commitments, agreements, arrangements or undertakings of any kind to which AX is a party or by which it is bound obligating AX to issue, deliver or sell, or cause to be issued, delivered or sold, additional capital stock or obligating AX to issue, grant, extend or enter into any such right, commitment, agreement, arrangement or undertaking. Except as disclosed in Schedule 3.01(f), there are no registration rights, proxies, voting trust agreements or other agreements or understandings with respect to any class or series of any capital stock or other security of AX.

(g)    Authorizations. Except as set forth in Schedule 3.01(d) no consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any person or Governmental Entity, is required by AX in connection with the execution and delivery of this Agreement by AX, or the consummation by AX of the transactions contemplated hereby. 

(h)    Governmental Authorization.  No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by AX in connection with the execution and delivery of this Agreement by AX or the consummation by AX of the transactions contemplated hereby. For purposes of this Agreement, “Governmental Entity”  means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

(i)    Financial Statements; The AX Financial Statements, when delivered by AX prior to Closing pursuant to Section 5.05 of this Agreement, will fairly present the financial condition of AX at the dates indicated and its results of operations and cash flows for the periods then ended in all material respects and, except as indicated therein, will reflect all claims against, debts and liabilities of AX, fixed or contingent, and of whatever nature other than those which are not, individually or in the aggregate, material in amount, or those which are not required to be disclosed or reflected on financial statements prepared in accordance with generally accepted accounting

principles in the United States (“GAAP”). As used in this Agreement the term “AX Financial Statements” shall mean, collectively, audited financial statements of AX for the fiscal year ended December 31, 2021 and 2020 and unaudited financial statements as of and for the nine months ended September 30, 2022 and 2021, in each case prepared in accordance with GAAP. For the purpose of this Agreement, the “AX Balance Sheet Date” shall be December 31, 2021.

(j)    Events Subsequent to AX Balance Sheet Date.  Except as set forth on Schedule 3.01(j) or transactions contemplated by this Agreement, since the AX Balance Sheet Date AX has conducted its business only in the ordinary course of business consistent with past practice and there has not been any of the following with respect to AX:

(i)    change or amendment to its Articles of Incorporation and/or Bylaws;

(ii)    reclassification, split-up or other change in, or amendment of or modification to, the rights of the holders of any of its capital stock;

(iii)    direct or indirect redemption, purchase or acquisition by AX of any of its capital stock or of any interest in or right to acquire any such stock;

(iv)    issuance, sale, or other disposition of any capital stock, or any grant of any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any capital stock other than pursuant to the employee stock option plans;

(v)    declaration, set aside, or payment of any dividend or any distribution with respect to its capital stock (whether in cash or in kind) or any redemption, purchase, or other acquisition of any of its capital stock;

(vi)    event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on AX;

(vii)    issuance of any note, bond or other debt security, or creation, incurrence, assumption, or guarantee any indebtedness for borrowed money or capitalized lease obligation involving more than $2,500;

(viii)    creation or other incurrence by AX of any lien on any asset other than in the ordinary course consistent with past practices;

(ix)    capital expenditure (or series of related capital expenditures) involving more than $10,000 and outside the ordinary course of business;

(x)    capital investment in, any loan to, or any acquisition of the securities or assets of, any other person or entity (or series of related capital investments, loans and acquisitions) involving more than $2,500 and outside the ordinary course of business;

(xi)    transaction or commitment made, or any contract or agreement entered into, by AX relating to its assets or business (including the disposition of any assets) or any relinquishment by AX of any contract or other right, in either case, material to AX, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;

(xii)    entry into any employment agreement or consulting agreement similar in substance to an employment agreement or entry into any collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;

(xiii)    increase in the compensation of any of its directors, officers and employees;

(xiv)    entrance into any transaction with any officer, director or other Affiliate of AX other than as disclosed in this Agreement including the disclosure schedules;

(xv)    payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any material liability when due;

(xvi)    other event or occurrence that has had, or could reasonably be expected to have, a Material Adverse Effect on AX, (whether AX or not similar to any of the foregoing); or

(xvii)    agreement or commitment to do any of the foregoing.

(k)    Certain Fees.  Except as set forth on Schedule 3.01(k), no brokerage or finder’s fees or commissions are or will be payable by AX, or as a result of any agreement entered into by or any other action taken by AX, to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.

(l)    Litigation; Labor Matters.

(i)    Except as set forth on Schedule 3.01(l), there is no suit, action or proceeding or investigation (including any preliminary inquiry however any Governmental Entity terms such a matter) pending before any Governmental Entity, or to the Knowledge of AX, threatened, against or affecting AX or its assets nor is there any judgment, decree, injunction, or order of any Governmental Entity outstanding against AX.

(ii)    AX is not a party to, or bound by, any collective bargaining agreement, contract or other labor union agreements or understandings with a labor union or labor organization.

(iii)    Except as set forth on Schedule 3.01(l), in the past five years, AX has not received any complaints or allegations of sexual harassment or other form of sexual misconduct which has been alleged to have been committed by any officer, director, employee or contractor or any person who formerly acted in such capacity.

(m)    Tax Returns and Tax Payments.

(i)    AX has timely filed with the appropriate taxing authorities all Tax Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions).  Except as set forth on Schedule 3.01(m), all such Tax Returns are true, correct and complete in all material respects.  Except as set forth on Schedule 3.01(m), all Taxes, as that term is hereinafter defined, due and owing by AX have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required).

(ii)    No material claim for unpaid Taxes has been made or become a lien against the property of AX or is being asserted against AX, no audit of any Tax Return of AX is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by AX and is currently in effect.  AX has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party.  

(iii)    As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign.  As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any Governmental Entity with respect to Taxes.

(n)    Compliance with Laws.  AX is in compliance with all applicable Laws in all material respects, including but not limited to all Laws relating to (i) cyber security, data privacy, data security, or the collection, processing or use of personal information, (ii) digital online marketing, (iii) occupational health and safety, (iv) employment and labor matters, (v) product quality and safety, and (v) environmental matters including climate change.  AX has not received any written (including email or other form of electronic communication) notice regarding any material violation of any Laws, including any investigatory, remedial or corrective obligations.  AX does not conduct business in any country that requires it to comply with the European Union General Data Protection Regulation.

(o)    Material Contract Defaults.  AX is not, nor has it received any notice or has any Knowledge that any other party is, in violation, breach or default in any respect under any Material Contract, except for violations, breaches or defaults would not reasonably be expected to result in a Material Adverse Effect on AX.  For purposes of this Agreement, a “Material Contract” means any written or oral contract, agreement or commitment that is in effect or is currently expected to be in effect as of the Closing Date to which AX is a party (i) with expected receipts or expenditures in excess of $10,000, (ii) requiring AX to indemnify any person other than in the ordinary course

of business, (iii) granting exclusive rights to any party, or (iv) evidencing indebtedness for borrowed or loaned money in excess of $10,000, including guarantees of such indebtedness. Schedule 3.01(o) sets forth all Material Contracts to which AX is a party.

(p)    Intellectual Property. AX owns all patents, patent rights, designs, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights, brands, logos licenses, copyrights, works of authorship, computer software, computer programs, operating systems, firmware, source code, internet domain names, databases, data files, protocols, specifications, collections, tools, methods, processes, techniques, and other intellectual property rights or proprietary rights that are material to the conduct of its business (collectively, “Intellectual Property Rights”), which are listed on Schedule 3.01(p). Schedule 3.01(p) contains a correct, current, and complete list of all material licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions, and other contracts, whether written or oral, relating to Intellectual Property Rights to which AX is a party, beneficiary, or otherwise bound (the “IP Agreements”): (A) under which AX is a licensor or otherwise grants to any person any right or interest relating to any Intellectual Property Rights; (B) under which AX is a licensee or otherwise granted any right or interest relating to the Intellectual Property Rights of any person; and (C) which otherwise relate to AX’s ownership or use of Intellectual Property Rights. Each IP Agreement is valid and binding on and in favor of AX in accordance with its terms and is in full force and effect. Neither AX nor, to AX’s Knowledge, any other party thereto is or is alleged to be, in breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including by non-renewal), any IP Agreement. Except as set forth on Schedule 3.01(p), AX is the sole and exclusive legal and beneficial, and with respect to any registrations related to the Intellectual Property Rights, record owner, of all right, title, and interest in and to the Intellectual Property Rights, and has the valid and enforceable right to use all other Intellectual Property Rights used in or necessary for the conduct of its business as currently conducted and as proposed to be conducted, in each case, free and clear of all lien, charge, encumbrance, lease, license, easement, restriction, encroachment, security interest, claim or similar interest (each, an “Encumbrance”), except where the failure to have such rights, or the existence of an Encumbrance, would not have a Material Adverse Effect on AX. AX is in actual possession of and has exclusive control over a complete and correct copy of the source code for all proprietary components of its products, including all previous major releases and all other material proprietary software related thereto. There are no claims pending or, to the knowledge of AX, threatened that AX is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right. To the Knowledge of AX, no person is infringing the rights of AX with respect to any Intellectual Property Right. To the Knowledge of AX, the conduct of AX’s business as currently and formerly conducted and as proposed to be conducted, including the use of the Intellectual Property Rights in connection therewith, and the products, processes, and services of AX have not infringed, misappropriated, or otherwise violated, and will not infringe, misappropriate, or otherwise violate, the Intellectual Property Rights or other rights of any other person. AX and any third party licensors have timely paid all maintenance fees, annuities, and other payments due or payable in respect of AX’s Intellectual Property Rights, and properly obtained and timely filed with the applicable Governmental Entity all statements, declarations, certificates, and other documents, in each case to the extent necessary to prosecute and maintain such Intellectual Property Rights. AX has entered into binding, valid and enforceable,

written contracts with each current and former employee and independent contractor whereby such employee or independent contractor: (A) acknowledges AX’s exclusive ownership of all Intellectual Property Rights invented, created, or developed by such employee or independent contractor within the scope of his or her employment or engagement with AX; (B) grants to AX a present, irrevocable assignment of any ownership interest such employee or independent contractor may have in or to such Intellectual Property Rights; and (C) irrevocably waives any right or interest, including any moral rights, regarding any such Intellectual Property Rights, to the extent permitted by applicable Law, except where the failure by AX to obtain such agreement would not have a Material Adverse Effect on AX. All assignments and other instruments necessary to establish, record, and perfect AX’s ownership interest in the Intellectual Property Rights and related registrations and filings and other documentation with each relevant Governmental Entity have been validly executed, delivered, and filed with the relevant Governmental Entities and authorized registrars. Neither the execution, delivery, or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of, or require the consent of any other person in respect of, AX’s right to own or use any Intellectual Property Rights. To the Knowledge of AX, there is no unauthorized use, infringement or misappropriation of any Intellectual Property Rights, or any third party patents, trademarks or copyrights, including software (collectively, the “Third Party Intellectual Property Rights”), by AX that would reasonably be expected to result in a Material Adverse Effect. AX is not in breach of any license or other agreement relating to any Third Party Intellectual Property Rights except for such breaches which would not have a Material Adverse Effect. Within the last three years, AX (i) has not been a party to, or been notified in writing of, any suit, action or proceeding that involves a claim of infringement or violation of any Third Party Intellectual Property Rights; and (ii) has not brought any action, suit or proceeding for infringement of Intellectual Property or breach of any license agreement involving Intellectual Property against any third party.

(q)    Undisclosed Liabilities.  AX has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except (a) those which will be adequately reflected or reserved against in the AX Financial Statements, (b) those which have been incurred in the ordinary course of business consistent with past practice since the date of the AX Financial Statements, (c) those which are not, individually or in the aggregate, material in amount, (d) those which are not required to be disclosed or reflected on financial statements prepared in accordance with GAAP; (e) those arising under this Agreement; or (f) liabilities and obligations disclosed in Schedule 3.01(q).

(r)    Insurance and Banking.

(i)    Schedule 3.01(r)(i) contains a true, correct and complete list of all insurance policies pursuant to which AX is insured. By virtue of such insurance policies, AX is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged, including cyber security insurance coverage that is adequate for its business as presently conducted and proposed to be conducted. All of AX’s insurance policies are fully paid in accordance with their terms. There are no pending claims under such insurance policies. AX has not failed to give any notice or present any claim under any such policy

in a due and timely fashion. There are no outstanding unpaid claims by AX under any such policy. AX has not received a notice of cancellation or non-renewal of any such policy

(ii)    Schedule 3.01(r) (ii) contains an accurate list of each bank, trust company, savings institution or other financial institution with which AX has an account or safe deposit box and the names and identification of all persons authorized to draw thereon or to have access thereto, and sets forth the names of each person holding powers of attorney or agency authority from AX and a summary of the terms thereof.

(s)    Title to Assets. AX has good and marketable title in fee simple to all real property owned by it and good and marketable title in all personal property owned by it that is material to the business thereof, in each case free and clear of any Encumbrance, except for (i) Encumbrances for the payment of federal, state or local taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties, and (ii) those Encumbrances set forth on Schedule 3.01(s). Except as set forth on Schedule 3.01(s), any real property and facilities held under lease by AX are held by AX under valid, subsisting and enforceable leases with which AX is in compliance.

(t)    Transactions with Related Parties. Except as set forth on Schedule 3.01(t), none of the officers, directors or 5% shareholders of AX has engaged in a transaction with AX (other than for services as employees, officers and directors) involving an amount exceeding $10,000.

(u)    Labor Relations. No labor dispute exists or, to the knowledge of AX, is threatened with respect to any of the employees of AX, which would be reasonably expected to result in a Material Adverse Effect on AX. None of AX’s employees is a member of a union that relates to such employee’s relationship with AX. To the Knowledge of AX, no executive officer of AX, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party. Except as set forth on Schedule 3.01(u), AX is not a party to or has otherwise adopted or implemented any employee benefits plan under which AX currently has or may become subject to an obligation to provide benefits to any current or former employee, officer or director of AX.

(v)    Questionable Payments. Neither AX nor any director, officer, or employee of AX has, in violation of any Law applicable to AX (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any direct or indirect unlawful payments to government officials or employees from corporate funds, or established or maintained any unlawful or unrecorded funds, or (iii) made any other unlawful payment under any applicable Law relating to anti-corruption, bribery, or similar matters. Neither AX nor, to the Knowledge of AX, any director, officer, employee, or any other Person acting on behalf of AX, has offered, promised, paid, given or authorized the payment or giving of any money or other thing of value, directly or indirectly, to or for the benefit of any Person, including without limitation, any employee, official or other Person acting on behalf of any Governmental Entity, or otherwise engaged in any activity that may violate any Anti‑Corruption Law or any Anti-Money Laundering Laws. “Anti‑Corruption Laws” means all requirements of Law concerning or relating to bribery or corruption, including, without limitation,

the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act of 2010, and the anti‑bribery and anti‑corruption laws and regulations of those jurisdictions in which AX does business. “Anti‑Money Laundering Laws” means all requirements of Law concerning or relating to terrorism or money laundering, including, without limitation, the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956‑1957), the USA PATRIOT Act and the Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311‑5332 and 12 U.S.C. §§ 1818(s), 1820(b) and §§ 1951‑1959) and the rules and regulations thereunder, and any law of those jurisdictions in which AX does business or otherwise or are subject to prohibiting or directed against the financing or support of terrorist activities (e.g., 18 U.S.C. §§ 2339A and 2339B).

(w)    Customers and Suppliers. There exists no actual, or to AX’s Knowledge, threatened termination, cancellation or limitation of, or modification to or change in, the business relationship between AX, on the one hand, and any customer or any group thereof, on the other hand, whose agreements with AX are individually or in the aggregate material to the business or operations of AX, or AX, on the one hand, and any supplier or any group thereof, on the other hand, whose agreements with AX are individually or in the aggregate material to the business or operations of AX.

(x)    Full Disclosure.  All of the representations and warranties made by AX in this Agreement, including the Schedules thereto do not, and all statements set forth in the certificates delivered by AX to VADO at the Closing pursuant to this Agreement together with all information furnished by AX to VADO in connection with preparation of its Form 10 draft at Closing, will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties or statements, in light of the circumstances under which they were made, not misleading.  The copies of all documents furnished by AX pursuant to the terms of this Agreement are complete and accurate copies of the original documents in all material respects.  

3.02    Representations and Warranties of VADO. VADO represents and warrants to AX and the AX Shareholders that the following statements are true and correct as of the date of this Agreement:

(a)    Organization, Standing and Corporate Power.  VADO is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power and authority and all government licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and carry on its business as now being conducted.  VADO is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a Material Adverse Effect on VADO.  

(b)    Subsidiaries.  VADO does not have any subsidiaries and does not own directly or indirectly, any other equity or other ownership interest in any company, corporation, partnership, joint venture or otherwise.

(c)    Capitalization of VADO; Organizational Documents

(i)    Capitalization. The authorized capital stock of VADO consists of (1) 490,000,000 shares of common stock, par value $0.001 per share, of which (a) 99,985,500 shares are issued and outstanding (before giving effect to the cancellation of 93,000,000 shares of VADO Common Stock held by David Lelong and issuances to be made at Closing); and (2) 10,000,000 shares of “blank check” preferred stock, of which 1,000,000 shares are designated as Series A Preferred Stock, par value $0.001, 170,000 of which shares of Series A Preferred Stock are issued and outstanding. Each share of Series A Preferred Stock is convertible into 20 shares of VADO Common Stock. There are no shares of VADO capital stock held by it as treasury stock.  All outstanding shares of VADO’s capital stock have been duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provisions of the Laws of VADO’s jurisdiction of incorporation, VADO’s Articles of Incorporation or Bylaws or any contract to which VADO is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of VADO having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of VADO Common Stock may vote. Except for the Series A Preferred Stock and the Secondary Financing, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which VADO is a party or by which it is bound, (x) obligating VADO to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, VADO, (y) obligating VADO to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic rights inuring to holders of capital stock of VADO. There are no outstanding contracts or obligations of VADO to repurchase, redeem or otherwise acquire any shares of the capital stock of VADO, other than the proposed cancellation of 93,000,000 shares of VADO Common Stock held by David Lelong at Closing pursuant to a “Cancellation Agreement” to be entered into effective at the Closing as provided herein. Except as set forth above, no shares of capital stock or other equity securities of VADO are issued, reserved for issuance or outstanding. All of the shares of VADO Common Stock issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and non-assessable, not subject to preemptive rights, free and clear of all liens and restrictions, other than restrictions on transfer imposed by this Agreement and the Securities Act, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no registration rights, proxies, voting trust agreements or other agreements or understandings with respect to any class or series of any capital stock or other security of VADO other than as provided in the Vado Investor Rights Agreement.

(ii)    Corporate Documents. Schedule 3.02(c)(ii) sets forth a true and correct copy of VADO’s Articles of Incorporation and Bylaws and Certificate of Designation for the Series A Preferred Stock as currently in effect. The shareholder list provided to AX is a current shareholder list generated by its stock transfer agent setting forth all of VADO’s common stock shareholders, and such list accurately reflects all of the issued and outstanding shares of VADO Common Stock. The minute books (containing the records or meetings of the shareholders, the board of directors and any committees of the board of directors), and the stock certificate books and the stock record books of VADO, each as provided to AX, are true and complete, and account for all of the issued and outstanding shares of VADO capital stock and shares which have been returned to VADO or otherwise cancelled.

(d)    Authority; Non-Contravention. VADO has all requisite power, authority, consents and approvals to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by VADO and the consummation by VADO of the transactions contemplated hereby have been duly authorized by all necessary action on the part of VADO. This Agreement has been duly executed and delivered by VADO and when duly executed and delivered by the other Parties hereto, will constitute a valid and binding obligation of VADO, enforceable against VADO in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement by VADO and the observance and performance by VADO of the terms and provisions contained herein (i) do not conflict with or constitute a violation or breach by VADO of any applicable Laws, or any provision of any other contract or instrument to which VADO is a party or by which it is bound or (ii) conflict with or violate any Law, order, or other restriction of any Governmental Entity or person.

(e)    Authorizations. Except as set forth in Schedule 3.02(e) no consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any person or Governmental Entity, is required by or with respect to VADO in connection with the execution and delivery of this Agreement by VADO, or the consummation by VADO of the transactions contemplated hereby.

(f)    SEC Reports and Financial Statements. VADO has filed with the SEC all reports and other filings required to be filed by VADO in accordance with the Exchange Act and the rules and regulations promulgated thereunder (the “VADO SEC Reports”) since at least May 29, 2020, assuming VADO were required to file such reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”). As of their respective dates, the VADO SEC Reports complied in all material respects with the applicable requirements of the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such VADO SEC Reports and, except to the extent that information contained in any VADO SEC Report has been revised or superseded by a later VADO SEC Report filed and publicly available prior to the date of this Agreement, none of the VADO SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of VADO included in VADO SEC Reports were prepared from and are in

accordance with the accounting books and other financial records of VADO, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of VADO and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the VADO SEC Reports, VADO has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business which are not material in amount. The VADO SEC Reports accurately disclose (i) the terms and provisions of all stock option plans, (ii) transactions with Affiliates, and (iii) all material contracts required to be disclosed pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC.

(g)    Events Subsequent to VADO Audited Balance Sheet. Since November 30, 2021 the date of the audited VADO Balance Sheet, except (1) as is disclosed in the VADO SEC Reports filed on or before the date of this Agreement or (2) transactions contemplated by this Agreement including the Secondary Financing and the Vado Investor Rights Agreement, there is not and has not been any of the following with respect to VADO:

(i)    change or amendment into its Articles of Incorporation and/or Bylaws;

(ii)    reclassification, split-up or other change in, or amendment of or modification to, the rights of the holders of any of its capital stock;

(iii)    direct or indirect redemption, purchase or acquisition by VADO of any of its capital stock or of any interest in or right to acquire any such stock;

(iv)    issuance, sale, or other disposition of any capital stock, or any grant of any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any capital stock;

(v)    declaration, set aside, or payment of any dividend or any distribution with respect to its capital stock (whether in cash or in kind) or any redemption, purchase, or other acquisition of any of its capital stock;

(vi)    event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on VADO;

(vii)    issuance of any note, bond or other debt security, or creation, incurrence, assumption, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $2,500;

(viii)     creation or other incurrence by VADO of any lien on any asset;

(ix)    capital expenditure (or series of related capital expenditures) involving more than $1,000;

(x)    capital investment in, any loan to, or any acquisition of the securities or assets of, any other person or entity (or series of related capital investments, loans and acquisitions) involving more than $2,500;

(xi)    transaction or commitment made, or any contract or agreement entered into, by VADO relating to its assets or business (including the disposition of any assets) or any relinquishment by VADO of any contract or other right, in either case, material to VADO, other than transactions contemplated by this Agreement;

(xii)    employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;

(xiii)    increase in the compensation of any of its directors, officers and employees;

(xiv)    entrance into any transaction with any officer, director, employee or other Affiliate of VADO; or

(xv)    payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;

(xvi)    agreement or commitment to do any of the foregoing.

(h)    Certain Fees.  No brokerage or finder’s fees or commissions are or will be payable by VADO to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.

(i)    Litigation; Labor Matters.

(i)    There is no suit, action or proceeding, inquiry or investigation pending or, to the Knowledge of VADO, threatened against or affecting VADO, by any Governmental Entity or any other person. Nor is there any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on VADO; nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against VADO. Nor, to the Knowledge of VADO, has VADO been subject of any action, proceeding or investigation involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

(ii)    VADO is not a party to, or bound by, any collective bargaining agreement, contract or other labor union agreements or understandings with a labor union or labor organization.

(iii)    Except as set forth in Schedule 3.02(i), VADO does not have any employees, independent contractors or other Persons providing services to them.

(j)    Benefit Plans.  VADO is not a party to any benefit plan or otherwise has any obligation to provide benefits to any current or former employee, officer or director of VADO.

(k)    Certain Employee Payments.  VADO is not a party to any agreement which could result in the payment or liability to any current, former or future director or employee of VADO.

(l)    Tax Returns and Tax Payments.

(i)    VADO has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions).  All such Tax Returns are true, correct and complete in all respects.  All Taxes due and owing by VADO has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required).

(ii)    No material claim for unpaid Taxes has been made or become a lien against the property of VADO or is being asserted against VADO; no audit of any Tax Return of VADO is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by VADO and is currently in effect.  VADO has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party.  

(m)    Compliance with Laws.  VADO is in compliance with all Laws in all material respects. VADO has not received any written (including email or other form of electronic communication) notice regarding any violation of Laws, including any investigatory, remedial or corrective obligations, all as relating to VADO.

(n)    Material Contracts; Defaults. Except as disclosed in and filed with the VADO SEC Reports, there are no contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of VADO. VADO is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on VADO.

(o)    Properties.  VADO does not own any real property.  VADO has sufficient title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its business. All such assets and properties, other than assets and properties in which VADO has leasehold interests, are free and clear of all material Encumbrances.

(p)    Intellectual Property.  VADO does not own, use or license any Intellectual Property Rights in its business as presently conducted.

(q)    Transactions with Related Parties. Except as set forth in the VADO SEC Reports, none of the officers, directors or 5% shareholders of VADO has engaged in a transaction with

VADO (other than for services as employees, officers and directors) involving an amount exceeding $1,000.

(r)    Board Determination.  The board of directors of VADO has unanimously determined that the terms of the Share Exchange are fair to and in the best interests of VADO and its shareholders.

(s)    Required VADO Share Issuance Approval. VADO represents that the issuance of the Exchange Shares to the AX Shareholders, the surrender and cancellation of 93,000,000 shares of VADO Common Stock pursuant to the Cancellation Agreement (as defined herein) and the issuance of the VADO Awards at Closing, will be in compliance with the Nevada Revised Statutes and the Bylaws of VADO, subject to the accuracy and completeness of the representations and warranties of AX and the AX Shareholders set forth herein.

(t)    Undisclosed Liabilities. Except as set forth in Schedule 3.02(t), (i) VADO has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise), (ii) there is no action, proceeding or investigation pending, or to the Knowledge of VADO, threatened against VADO that would reasonably be expected to give rise to any such liability, and (iii) there are no financial or contractual obligations of VADO which will be executory or otherwise outstanding following the Closing Date except for liabilities or obligations reflected or reserved against in the VADO SEC Documents incurred in the ordinary course of business not in excess of $30,000.

(u)    Shell Corporation. VADO is a shell corporation as defined by Rule 144(i) under the Securities Act with no material assets or liabilities.

(v)    Full Disclosure.  All of the representations and warranties made by VADO in this Agreement, including the Schedules hereto, do not, and all statements set forth in the certificates delivered by VADO to AX at the Closing pursuant to this Agreement together with all information furnished by VADO to AX in connection with preparation of its Form 10 draft at Closing, will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties or statements, in light of the circumstances under which they were made, not misleading.  The copies of all documents furnished by VADO pursuant to the terms of this Agreement are complete and accurate copies of the original documents in all material respects.  

(w)    Powers of Attorney. There are no outstanding powers of attorney executed on behalf of VADO.

(x)    Questionable Payments. Neither VADO nor any director, officer, or employee of VADO has, in violation of any Law applicable to VADO (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any direct or indirect unlawful payments to government officials or employees from corporate funds, or established or maintained any unlawful or unrecorded funds, or (iii) made any other unlawful payment under any applicable Law relating to anti-corruption, bribery, or similar matters. Neither VADO nor, to the Knowledge of VADO, any director, officer, employee, or any

other Person acting on behalf of VADO, has offered, promised, paid, given or authorized the payment or giving of any money or other thing of value, directly or indirectly, to or for the benefit of any Person, including without limitation, any employee, official or other Person acting on behalf of any Governmental Entity, or otherwise engaged in any activity that may violate any Anti‑Corruption Law or any Anti-Money Laundering Laws. “Anti‑Corruption Laws” means all requirements of Law concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act of 2010, and the anti‑bribery and anti‑corruption laws and regulations of those jurisdictions in which VADO does business. “Anti‑Money Laundering Laws” means all requirements of Law concerning or relating to terrorism or money laundering, including, without limitation, the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956‑1957), the USA PATRIOT Act and the Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311‑5332 and 12 U.S.C. §§ 1818(s), 1820(b) and §§ 1951‑1959) and the rules and regulations thereunder, and any law of those jurisdictions in which VADO does business or otherwise or are subject to prohibiting or directed against the financing or support of terrorist activities (e.g., 18 U.S.C. §§ 2339A and 2339B).

(y)    Books, Financial Records and Internal Controls. To VADO’s Knowledge, all the accounts, books, registers, ledgers, VADO Board minutes and financial and other records of whatsoever kind of VADO have been fully, properly and accurately kept and completed and have been made available to AX; there are no material inaccuracies or discrepancies of any kind contained or reflected therein; and they give and reflect a true and fair view of the financial, contractual and legal position of VADO. VADO does not maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences.

(z)    No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or anticipated by VADO to arise, between VADO and any accountants and/or lawyers formerly or presently engaged by VADO. VADO is current with respect to fees owed to its accountants and lawyers.

ARTICLE IV.
COVENANTS RELATING TO CONDUCT OF BUSINESS AND OTHER MATTERS PRIOR TO SHARE EXCHANGE

4.01   Conduct of Business of AX and VADO. From the date of this Agreement and until the Closing Date, or until the prior termination of this Agreement, each of AX and VADO agrees that they shall, except as otherwise expressly contemplated by this Agreement or mutually agreed to in writing, conduct their respective businesses in the ordinary course of business consistent with past practice, and use commercially reasonable efforts to maintain and preserve intact their respective organizations, businesses and franchises, goodwill and relationships of their respective employees, customers, lenders, suppliers, regulators and others having business relationships with AX or VADO, as the case may be.

4.02    Current Information.

(a)    During the period from the date of this Agreement to the Closing, each of AX and VADO shall promptly notify the other of any (i) significant change in its ordinary course of business; or (ii) event which such Party reasonably believes could be expected to have a Material Adverse Effect on the ability of any Party hereto to consummate the Share Exchange.

(b)    During the period from the date of this Agreement to the Closing Date, VADO shall promptly notify AX of any correspondence received from any Governmental Entity or OTC Markets Group, Inc., and shall deliver a copy of such correspondence to AX within one business day of receipt.

4.03   Material Transactions.  From the date of this Agreement and until the Closing Date, or until the prior termination of this Agreement, neither AX nor VADO will, other than (i) as expressly contemplated by the terms of this Agreement, the Secondary Financing or the Vado Investor Rights Agreement, (ii) transactions described on Schedule 4.03(a) (in the case of AX), or Schedule 4.03(b) (in the case of VADO), (iii) with the written consent of VADO or AX, as the case may be, knowingly take any action that would cause any of the changes, events or conditions described in Section 3.01(j) (in the case of AX) or Section 3.02(g) (in the case of VADO) to occur.

4.04    Additional VADO Covenants. As a condition of Closing, VADO makes the following covenants:

(a)    Prior to Closing, VADO shall provide AX with a shareholders’ list certified by VADO’s transfer agent which shall account for all of the issued and outstanding shares of common stock of VADO with confirmation that all previously issued shares, other than the shares being retained by the VADO shareholders, have been returned to VADO’s Treasury or in the alternative, cancelled, and a stock ledger setting forth its outstanding shares of preferred stock.

(b)    Prior to Closing, VADO shall continue filing periodic reports with the SEC on a voluntary basis under Section 13 or 15(d) of the Exchange Act.

4.05    Vado Secondary Financing. VADO and ________ have entered into a certain Stock Purchase Agreement (“Vado Stock Purchase Agreement”) and a related Investor Rights Agreement (“Vado Investor Rights Agreement”), each dated as of the date of this Agreement, providing for, among other things, the purchase and sale of Series A Preferred Stock in exchange for aggregate cash proceeds of $1,500,000 (the “Secondary Financing”), of which $750,000 is to be received by VADO at Closing. The Parties acknowledge and agree that it is a condition of the obligations of AX and the AX Shareholders to consummate the Share Exchange, that VADO, concurrently with the Closing, shall have received cash proceeds of $750,000 in accordance with the terms of the Vado Stock Purchase Agreement and the Vado Investor Rights Agreement, and such Vado Stock Purchase Agreement and the Vado Investor Rights Agreement shall each remain in full force and effect in accordance with their terms, other than modifications or amendments approved by AX and VADO at or prior to Closing. The Parties further acknowledge and agree that

such Vado Stock Purchase Agreement and Vado Investor Rights Agreement supersede and replace that certain Investor Rights Agreement and Stock Purchase Agreement, each dated August 1, 2022, previously entered into by and between AX and _________ in accordance with their respective terms.

ARTICLE V.
ADDITIONAL AGREEMENTS

5.01    Access to Information.

(a)    AX shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to VADO and its representatives reasonable access during normal business hours during the period prior to the Closing Date to its and to AX’s properties, books, contracts, commitments, personnel and records and, during such period, AX shall, and shall cause its officers, employees and representatives to, furnish promptly to VADO all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request.

(b)    VADO shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to AX and its representatives reasonable access during normal business hours during the period prior to the Closing Date to its and to VADO’S properties, books, contracts, commitments, personnel and records and, during such period, VADO shall, and shall cause its officers, employees and representatives to, furnish promptly to AX all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request.  

5.02    Commercially Reasonable Efforts.  Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Share Exchange and the other transactions contemplated by this Agreement.

5.03    Public Announcements.  VADO, on the one hand, and AX, on the other hand, will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law or court process.  The parties agree that the initial press release or releases to be issued with respect to the transactions contemplated by this Agreement shall be mutually agreed upon prior to the issuance thereof.

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

5.05   Form 10 Information. Each of AX and VADO shall provide such information to the other as is reasonably required in order for VADO to prepare and deliver following the Closing, and for AX and VADO to review, a substantially complete registration statement on Form 10 for filing by VADO with the Securities and Exchange Commission in accordance with the Exchange Act (“Form 10”).  In connection with the Form 10 preparation AX shall provide VADO with its audited financial statements, unaudited interim financial statements and all footnotes thereto prepared in accordance with GAAP, auditor’s letters relating to its business, and such other information as may be requested by VADO (the “Form 10 Financial Information”) to prepare and file the Form 10, and the Parties acknowledge and agree that it is a post-closing covenant of such Parties that the Form 10 be drafted and in substantially final form as mutually agreed by the parties following the Closing. AX shall provide such Form 10 Financial Information as soon as is reasonably practicable so as to allow VADO and its independent registered public accounting firm (the “Firm”) to: (i) review all financial statements relating to AX as shall be required to be included in the Form 10, and (ii) timely file the Form 10. AX shall in a prompt and timely manner provide the Firm with such management representations as may be requested by the Firm in connection with its review of any financial statements for AX relating to the Form 10. The Parties acknowledge and agree that VADO may change its independent registered public accounting firm in connection with this Agreement and the Share Exchange contemplated hereby.

5.06    Post-Closing Cooperation. After the Closing Date, VADO shall use its commercially reasonable efforts to provide such information available to its, including information, filings, reports, financial statements or other circumstances of VADO occurring, reported or filed prior to the Closing, as may be necessary or required for the preparation of the post-Closing Date reports or registration statements that VADO is required to file with the SEC or maintain the quotation of VADO Common Stock on the OTC Pink or another quotation system operated by the OTC Markets Group, or filings required to address and resolve matters as may relate to the period prior to the Closing and any SEC comments relating thereto or any SEC inquiry thereof.

5.07    Cancellation Agreement; Capital Changes. Prior to the Closing Date VADO and AX shall enter into an agreement (the “Cancellation Agreement”) with David Lelong, effective at Closing, providing for the surrender and cancellation at Closing of 93,000,000 shares of VADO Common Stock owned of record and beneficially by David Lelong for no monetary consideration and in form and substance satisfactory to AX and VADO. The Cancellation Agreement shall provide that from and after the Closing Date until the 18 month anniversary of this Agreement, VADO will not undertake a reverse or forward stock split or reclassification of the Common Stock except in connection with the listing of the Common Stock (and if required other securities) on an exchange operated by The Nasdaq Stock Market or the New York Stock Exchange without the prior written consent of David Lelong, which consent shall not be unreasonably withheld or delayed.

5.08   AX Employee Awards. Immediately following the Closing, AX and VADO shall prepare and execute appropriate documentation reasonably satisfactory to AX and VADO effecting VADO’s assumption and/or exchange of the AX Employee Awards for corresponding equity awards under the VADO Equity Incentive Plan, subject to AX’s adherence with and as described in Section 1.01(c) hereof; provided that the parties will reasonably cooperate to ensure that such assumption and/or exchange is structured and effected in a manner which is compliant with applicable federal and state securities laws, which may include the exemption afforded under Rule 701 under the Securities Act.

5.09    Confidentiality. AX and VADO have heretofore entered into a Mutual Non-Disclosure Agreement (“NDA”) dated as of October 14, 2021, governing the use and disclosure of “Confidential Information” furnished to the other party and their respective “Representatives.” The NDA had an initial stated term of six months, until April 14, 2022. AX and VADO agree that the NDA shall continue in full force and effect as of April 14, 2022, for a period of two years from the date of this Agreement and otherwise in accordance with its terms, unless and until amended by AX and VADO.

5.10     Consent to Series A Preferred Stock Amendment. The Parties agree and consent to VADO’s amendment to the Series A Preferred Stock to add a liquidation preference in favor of the holders of the Series A under which such holders will rank senior to the holders of VADO Common Stock in the event of a liquidation, dissolution or winding up of VADO at the stated value of $30.00 per share of Series A Preferred Stock. The form of the proposed amendment is attached as Schedule 5.10.

ARTICLE VI.
CONDITIONS PRECEDENT

6.01    Conditions to Each Party’s Obligation to Effect the Share Exchange.  The obligation of each Party to effect the Share Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

(a)    No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Share Exchange shall have been issued by any court of competent jurisdiction or any other Governmental Entity having jurisdiction and shall remain in effect, and there shall not be any applicable legal requirement enacted, adopted or deemed applicable to the Share Exchange that makes consummation of the Share Exchange illegal.

(b)    Governmental Approvals. All authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods imposed by, any Governmental Entity having jurisdiction which the failure to obtain, make or occur would have a Material Adverse Effect on VADO or AX shall have been obtained, made or occurred.

(c)    No Litigation. There shall not be pending or threatened any suit, action or proceeding before any court, Governmental Entity or authority (i) pertaining to the transactions contemplated by this Agreement or (ii) seeking to prohibit or limit the ownership or operation by AX, VADO or any of their respective subsidiaries, or to dispose of or hold separate any material portion of the business or assets of AX or VADO.

(d)    Closing Deadline. The Closing shall have occurred by February 24, 2023.

(e)    Secondary Financing. As provided in Section 4.05, VADO, concurrently with the Closing, shall have received cash proceeds of $750,000 in accordance with the terms of the Stock Purchase Agreement and the Investor Rights Agreement, and such Agreements remain in full force and effect in accordance with their terms, other than modifications or amendments approved by AX and VADO at or prior to Closing.

(f)     Minimum Required AX Shareholder Participation. This Agreement shall have been duly executed and delivered by all of the AX Shareholders, collectively owning 19,363,959 of the outstanding AX Shares effective as of the date of this Agreement and as of the Closing Date.

(g)    Vado Awards. The VADO Board of Directors shall have approved the VADO Equity Incentive Plan.

(h)         Cancellation. The cancellation of 93,000,000 shares of VADO Common Stock held by David Lelong shall have been effected simultaneous with the Closing pursuant to the Cancellation Agreement.

6.02    Conditions Precedent to Obligations of VADO. The obligations of VADO to effect the Share Exchange and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

(a)    Representations, Warranties and Covenants.  The representations and warranties of AX and the AX Shareholders in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date except for changes since the date of this Agreement contemplated by this Agreement, and (ii) AX and the AX Shareholders shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Closing Date.

(b)    Consents.  VADO shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties as necessary in connection with the transactions contemplated hereby have been obtained.

(c)    No Material Adverse Effect.  There shall not have occurred any Material Adverse Effect or Material Adverse Change with respect to AX.

(d)    Delivery of the Assignment of Ownership Interest.  AX and the AX Shareholders shall have delivered all share certificates and other documents including executed stock powers evidencing the transfer and assignment of the Ownership Interest to VADO as of the Closing Date.

(e)    Form 10-K.  VADO’s Annual Report on Form 10-K for the fiscal year ended November 30, 2022 shall have been filed with the Securities and Exchange Commission.

(f)    Board Resolutions. VADO shall have received resolutions duly adopted by AX’s board of directors approving the execution, delivery and performance of the Agreement and the transactions contemplated by the Agreement.

(g)    Closing Certificates. VADO shall have received such certificates and documents reasonably requested by VADO, including closing certificates from the AX Shareholder Representative and the AX Shareholders, evidencing compliance by AX and the AX Shareholders with the representations, warranties and covenants required to be performed by them on or before the Closing.

(h)    Additional AX Deliverables. As of the Closing, AX shall have delivered to VADO such waivers, consents and agreements executed by any and all AX lenders and counter parties to contracts to which AX is a party, as are necessary in VADO’s discretion to permit the Share Exchange without affecting the provisions of such contracts, agreements and instruments to which AX is bound, including without limitation any change of control provisions contained therein which may be implicated by the Share Exchange contemplated by this Agreement.

6.03    Conditions Precedent to Obligation of AX.  The obligation of AX and the AX Shareholders to effect the Share Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

(a)    Representations, Warranties and Covenants.  The representations and warranties of VADO in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date except for changes contemplated by this Agreement since the date of this Agreement, and (ii) VADO shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it prior to the Closing Date.

(b)    Consents.  AX shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties as necessary in connection with the transactions contemplated hereby have been obtained.

(c)    No Material Adverse Effect.  There shall not have occurred any Material Adverse Effect or Material Adverse Change with respect to VADO.

(d)    OTC Quotation. VADO shall have maintained its status as a company whose common stock is quoted on the Pink Market operated by OTC Markets Group, Inc.

(e)    No Suspensions of Trading in VADO Shares. Trading in shares of VADO Common Stock shall not have been suspended by the SEC or any trading market on which the common stock is quoted as of the Closing Date (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding VADO) at

any time since the date of execution of this Agreement, and VADO shall have been at all times since such date maintained the quotation for trading on such trading market.

(f)    Board Resolutions. AX shall have received resolutions duly adopted by VADO’s board of directors approving the execution, delivery and performance of the Agreement and the transactions contemplated by the Agreement.

(g)    Resignations. VADO shall have delivered to AX the resignation of David Lelong as an officer of VADO.

(h)    New Directors. VADO shall have delivered to AX resolutions as to the appointment of its director designees as set forth in Section 1.03(a) of this Agreement;

(i)    Issuance of Exchange Shares. VADO shall issue or caused to be issued to each of the AX Shareholders of AX the Exchange Shares as described in Section 1.01(a) hereof.

(j)     Absence of Liabilities. VADO, as of the Closing Date, without giving effect to proceeds from the Secondary Financing, shall not have any indebtedness, liabilities or other obligations in excess of $30,000 and shall not have any liens against its properties or assets, and VADO shall have delivered to AX its Certificate evidencing all such outstanding indebtedness, liabilities and obligations as of the Closing Date.

(k)    Closing Certificates. AX shall have received such certificates and documents reasonably requested by AX, including closing certificates, evidencing compliance by VADO with the representations, warranties and covenants required to be performed by them on or before the Closing, and compliance by David Lelong with the terms of the Cancellation Agreement.

(l)    Due Diligence Investigation.  AX shall be satisfied with the results of its due diligence investigation of VADO in its sole and absolute discretion.

ARTICLE VII.
TERMINATION, AMENDMENT AND WAIVER

7.01    Termination.  This Agreement may be terminated and abandoned at any time prior to the Closing Date of the Share Exchange:

(a)    by mutual written consent of VADO and AX;

(b)    by either VADO or AX, if the Closing shall have not been consummated by February 24, 2023; provided, however, that VADO may not terminate this Agreement pursuant to this Section 7.01(b) if the failure of the Closing to occur is attributable to a material breach of this Agreement by VADO, and AX may not terminate this Agreement pursuant to this Section 7.01(b)

if the failure of the Closing to occur is attributable to a material breach of this Agreement by AX or, in the case of the AX Shareholders, a willful and material breach;

(c)    by AX by written notice to VADO if:

(i)    neither AX nor the AX Shareholders is then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by VADO pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article VI and such breach, inaccuracy or failure has not been cured by VADO within 20 days of VADO’s receipt of written notice of such breach from AX; or

(ii)    an event has occurred such that any of the conditions set forth in Article VI cannot be satisfied, unless such event is a material breach of any provision of this Agreement by AX or the AX Shareholders; or

(d)    by VADO by written notice to AX if:

(i)    VADO is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by AX or the AX Shareholders pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article VI and such breach, inaccuracy or failure has not been cured by AX or the AX Shareholders within 20 days of AX’s receipt of written notice of such breach from VADO; or

(ii)    an event has occurred such that any of the conditions set forth in Article VI cannot be satisfied, unless such event is a material breach of any provision of this Agreement by VADO.

7.02    Procedure and Effect of Termination.  In the event of the termination of this Agreement by VADO or AX, written notice thereof shall forthwith be given by the terminating Party to the other Parties.  If this Agreement is terminated as provided herein (a) each Party will redeliver all documents, work papers and other material of any other Party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the Party furnishing the same; provided, that each Party may retain one copy of all such documents for archival purposes in the custody of its outside counsel and (b) all filings, applications and other submission made by any Party to any Person, including any Governmental Entity, in connection with the transactions contemplated hereby shall, to the extent practicable, be withdrawn by such Party from such Person. In the event of termination of this Agreement by either AX or VADO as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of VADO or AX, other than the provisions of Sections 3.01(k), 3.02(h), 5.04, 5.09, this Section 7.02 and Article IX.

7.03    Amendment.  This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties.

7.04    Extension; Waiver.  At any time prior to the Closing Date, the Parties may (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance with any of the agreements or conditions contained in this Agreement.  Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.  The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

ARTICLE VIII.
SURVIVAL

8.01    Survival. Each of the representations and warranties (but not any covenants) set forth in this Agreement and all obligations hereunder related to breaches of such representations and warranties will expire on the date that is 12 months after the Closing Date (the “Expiration Date”). No claim, lawsuit or other proceeding arising out of or related to the breach or inaccuracy of any representation or warranty set forth in this Agreement may be made by any Party unless notice of any such claim with respect to such breach or inaccuracy is given to the indemnifying Party on or prior to the Expiration Date. Notwithstanding anything in this Agreement to the contrary, the rights and remedies under this Article VIII with respect to any claim, lawsuit or other proceeding for which notice has been given prior to the Expiration Date will survive until such claim, lawsuit or other proceeding has been finally resolved.

ARTICLE IX.
GENERAL PROVISIONS

9.01    AX Shareholder Representative

(a)    By executing this Agreement each AX Shareholder shall have irrevocably authorized and appointed AX Shareholder Representative as such Person’s representative and attorney-in-fact to act on behalf of such Person and such Person's successors and assigns with respect to this Agreement and to take any and all actions and make any decisions required or permitted to be taken by AX Shareholder Representative pursuant to this Agreement, including, without limitation, the exercise of the power to:

(i)    give and receive notices and communications;

(ii)    agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims made by AX or the AX Shareholders pursuant to Article VIII;

(iii)    execute and deliver all documents necessary or desirable to carry out the intent of this Agreement;

(iv)    make all elections or decisions contemplated by this Agreement, including the waiver, modification or amendment of this Agreement;

(v)    engage, employ or appoint any representatives to assist AX Shareholder Representative in complying with its duties and obligations; and

(vi)    take all actions necessary or appropriate in the good faith judgment of AX Shareholder Representative for the accomplishment of the foregoing.

(b)    VADO shall be entitled to deal exclusively with AX Shareholder Representative on all matters relating to this Agreement and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any AX Shareholder by AX Shareholder Representative, and on any other action taken or purported to be taken on behalf of any AX Shareholder by AX Shareholder Representative, as being fully binding upon such Person. Notices or communications to or from AX Shareholder Representative shall constitute notice to or from each of AX Shareholder. Any decision or action by AX Shareholder Representative hereunder, shall constitute a decision or action of all AX Shareholders and shall be final, binding and conclusive upon each such Person. No AX Shareholder shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or more AX Shareholder or by operation of Law, whether by death or other event.

(c)    The AX Shareholder Representative, in its capacity as the AX Shareholder Representative, shall not be liable to the AX Shareholder for actions taken pursuant to this Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted a willful violation of applicable Law or willful misconduct in the performance of the AX Shareholder Representative's duties under this Agreement. AX shall indemnify and hold harmless AX Shareholder Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as AX Shareholder Representative under this Agreement (the “Representative Losses”), in each case as such AX Shareholder Representative Loss is suffered or incurred.

9.02   Notices. Any and all notices and other communications hereunder shall be in writing and shall be deemed duly given to the party to whom the same is so delivered, sent or mailed at addresses and contact information set forth below or at such other address for a party as shall be specified by like notice by Federal Express or similar overnight next business day delivery, or by email delivery followed by overnight next business day delivery, as follows.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be deemed given and effective on the earliest of: (a) on the date of transmission, if such notice or communication is delivered via email set forth on the signature pages attached hereto prior to 5:30 p.m. (Pacific Time) on a business day, (b) on the second business day following the date of mailing, if sent by a nationally recognized overnight courier service, or (c) if by personal delivery, upon actual receipt by the party to whom such notice is required to be given.

If to VADO:

Vado Corp.

4001 South 700 East

Suite 500

Salt Lake City, UT 84107

Attention: David Lelong

Tel: (385) 354-6873

Email: david@vadocorphq.com

with a copy, by email, to:

Nason, Yeager, Gerson, Harris & Fumero P.A.

3001 PGA Blvd., Suite 305

Palm Beach Gardens, FL 33410

Attention: Michael Harris, Esq.

Tel: (561) 471-3507

Email: mharris@nasonyeager.com

If to AX or the AX Shareholders Representative:

Socialcom, Inc, d/b/a AudienceX

13468 Beach Ave

Marina del Rey, CA 90292

Tel: (888) 545-0009

Attention: Jason Wulfsohn, CEO

E-mail: jason@audiencex.com

with a copy, by email, to:

Guzik & Associates

1999 Avenue of the Stars, Suite 1100

Los Angeles, CA 90067

Attention: Samuel S. Guzik, Esq.

Email: sguzik@guziklaw.com

9.03    General Definitions. For purposes of this Agreement:

(a)    an “Affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person;

(b)    “Knowledge” means, except as explicitly provided herein, actual knowledge or such knowledge a Party would acquire after conducting a reasonable investigation.

(c)    “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Entity.

(d)    “Material Adverse Change” or “Material Adverse Effect” means, when used in connection with AX, an AX Shareholder, or VADO, any change or effect that (i) either individually or in the aggregate with all other such changes or effects is materially adverse to the business, prospects, assets, properties, condition (financial or otherwise) or results of operations of such Party and its subsidiaries taken as a whole, or (ii) could reasonably be expected to prevent or materially delay the ability of such Party to consummate the transactions contemplated by this Agreement in accordance with its terms.;

(e)    “Party” means VADO, AX, any AX Shareholder and the AX Shareholder Representative.

(f)    “Person” or “Persons” means an individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity; and

(g)    “Subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person.

9.04    Interpretation.  When a reference is made in this Agreement to this Agreement, such reference shall also mean and include the Schedules and Exhibits to this Agreement unless otherwise indicated. When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.  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.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

9.05    Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.  This Agreement is not intended to confer upon any person other than the Parties any rights or remedies.

9.06    Governing Law; Jurisdiction and Venue.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. The Parties hereby expressly consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California, for any lawsuit against a Party arising from or related to this Agreement and no other jurisdiction.

9.07    Assignment.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

9.08    Enforcement.  The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity and without the requirement of posting any bond or other security.  In addition, each of the Parties hereto (a) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (b) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any state court other than such court.

9.09    Severability.  Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

9.10    Counterparts.  This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement.  This Agreement, to the extent delivered by means of electronic mail (any such delivery, an “Electronic Delivery”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  At the request of any party hereto, each other Party hereto shall re-execute original forms hereof and deliver them in person to all other Parties.  No Party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.

9.11    Attorneys Fees.  Subject to any limitations in Article VIII in this Agreement, in the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the Parties hereto agree that the prevailing Party or Parties shall be entitled to recover from the other Party or Parties upon final non-appealable judgment on the merits, reasonable attorneys’ fees, including attorneys’ fees for any appeal, and costs incurred in bringing such suit or proceeding.

9.12    Currency.  All references to currency in this Agreement shall refer to the lawful currency of the United States of America.

9.13    Legal Representation. The Parties acknowledge that the law firm of Guzik & Associates is representing AX in connection with this Agreement and does not represent any other party, including the AX Shareholders. AX Shareholders are advised to retain their own independent advisors for legal, tax or other advice in connection with this Agreement and the proposed transactions.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES FOLLOW]

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

Vado Corp.

By: ____________________________

David Lelong, Chief Executive Officer

Socialcom, Inc, d/b/a AudienceX

By:                                             

Jason Wulfsohn, Chief Executive Officer

______________________________

Jason Wulfsohn,

AX Shareholder Representative

[SIGNATURES OF AX SHAREHOLDERS FOLLOW]

Signature Page to Amended and Restated Share Exchange Agreement

AX SHAREHOLDER AMENDED AND RESTATED

SHARE EXCHANGE AGREEMENT SIGNATURE PAGE

(signature)

Name:                                                         

No. of Socialcom, Inc. Shares:                            

State of Residence:                                              

AX Shareholder Signature Page to Amended and Restated Share Exchange Agreement

Exhibit 10.2

AMENDED AND RESTATED

STOCK PURCHASE AGREEMENT

THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement”), is effective as of January 30, 2023, is by and between and                         (“Purchaser”), and Vado Corp., a Nevada corporation (“Company”) (individually a “Party” and collectively the “Parties”).

This Agreement amends and restates in its entirety the original Stock Purchase Agreement originally executed by the parties on January 30, 2023.

W I T N E S S E T H

WHEREAS, Company desires to raise capital for general corporate purposes;

WHEREAS, Company, Socialcom, Inc., a California corporation d/b/a AudienceX (“Socialcom”) and certain shareholders of Socialcom, including Purchaser, are entering into a certain Amended and Restated Share Exchange Agreement effective as of the effective date hereof (the “SEA”), providing for the exchange (the “Share Exchange”) of substantially all of the outstanding common stock of Socialcom for shares of Company common stock, on the terms and subject to the conditions, contained in the SEA;

WHEREAS, it is a condition concurrent to the closing of the Share Exchange that the Company sells to Purchaser, and Purchaser purchases from Company, 50,000 shares (“Shares”) of the Company’s Series A Convertible Preferred Stock at a purchase price of $30.00 per Share, upon the terms and conditions set forth herein.

WHEREAS, in order to induce Purchaser to enter into this Agreement, Company has agreed to grant to Purchaser certain investor rights as set forth in a certain Amended and Restated Investor Rights Agreement effective as of the effective date hereof (the “Investor Rights Agreement”).

NOW THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the Parties hereto as follows:

ARTICLE 1

SALE AND PURCHASE OF THE SHARES

1.1         Sale of the Shares. Subject to the terms and conditions herein set forth, and on the basis of the representations, warranties, and agreements herein contained, Company shall sell to Purchaser, and Purchaser shall purchase from Company, an aggregate of 50,000 Shares, in two equal tranches of 25,000 Shares, at a purchase price of $30.00 per Share.

1.2       Instruments of Conveyance and Transfer.  At each of the Closings, Company shall issue the applicable Shares in book entry form, registered in the name of Purchaser, against payment of the applicable portion of the Purchase Price.

1.3       Consideration and Payment for the Shares.  In consideration for the Shares, Purchaser shall pay a purchase price to Company of a total of $1,500,000 ($30.00 per Share) (the “Purchase Price”).

1.4         The Closings. There shall be two closing dates (the “Closing(s)”). The first Closing shall occur concurrently with the closing of the Share Exchange. The second Closing shall occur on the 90th day after the first Closing (or the next business day, if the 90^th day is not a business day). At each Closing, the Purchaser shall pay 50% of the aggregate Purchase Price and be issued 50% of the Shares.

ARTICLE 2

REPRESENTATIONS AND COVENANTS OF COMPANY AND PURCHASER

2.1         Company hereby represents, warrants, and covenants that:

(a)         The Company shall use the proceeds from the Purchase Price for general corporate purposes only and shall not use the Purchase Price proceeds, at any time, to lend money, give credit, or make advances to any officer, director, employee, or affiliate of the Company.

(b)         The Shares issued hereunder have been duly authorized by the appropriate corporate action of Company and when issued against payment of the Purchase Price shall be deemed to be validly issued, fully paid and non-assessable shares of Company’s Series A Convertible Preferred Stock.

(c)         Company shall issue the Shares to Purchaser free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent, other than restrictions imposed by U.S. securities laws.

(d)         As soon as practicable after each Closing, Company shall deliver to Purchaser a certificate or certificates representing the Shares, subject to no liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except as set forth in the legend on the certificate, which legend shall provide substantially as follows:

THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND/OR QUALIFICATION, OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION OR QUALIFICATION UNDER SUCH ACT IS AVAILABLE.

(e)         Purchaser acknowledges that the Shares are “restricted securities” (as such term is defined in Rule 144 (“Rule 144”) promulgated under the Securities Act of 1933 (the “Act”), that the  Shares will include the foregoing restrictive legend, and, except as otherwise set forth in this Agreement, that the Shares cannot be sold unless registered with the Securities and Exchange Commission and qualified by appropriate state securities regulators, or unless Purchaser obtains written consent from Company and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144).

(f)         In order to induce Purchaser to enter into this Agreement, Company has agreed to grant to Purchaser certain registration rights, which are set forth in the Investor Rights Agreement between the Parties, which are intended to survive the Closings of the Shares in accordance with its terms.

2.2         Purchaser represents and warrants to Company as follows:

(a)         Purchaser has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Shares offered by Company of the size contemplated. Purchaser represents that Purchaser is able to bear the economic risk of the investment and can afford a complete loss of such investment. Purchaser has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Purchaser has deemed appropriate.

(b)         Purchaser is an “accredited investor” as defined in Regulation D of the Act, and Purchaser has sufficient knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Shares offered by Company and of making an informed investment decision with respect thereto and has the capacity to protect Purchaser’s own interests in connection with Purchaser’s proposed investment in the Shares.

(c)         Purchaser is acquiring the Shares solely for Purchaser’s own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in such Shares.

(d)         Purchaser will not sell or otherwise transfer the Shares without registration under the Act, or an exemption therefrom, and fully understands and agrees that Purchaser must bear the economic risk of Purchaser’s purchase for an indefinite period of time because, among other reasons, the Shares have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or unless an exemption from such registration is available.

ARTICLE 3

MISCELLANEOUS

3.1         Entire Agreement. This Agreement and the Investor Rights Agreement set forth the entire agreement and understanding of the Parties hereto with respect to the transactions contemplated thereby, and supersedes all prior agreements, arrangements, and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant, or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any Party hereto which is not embodied in this Agreement or the Investor Rights Agreement or the written statements, certificates, or other documents delivered pursuant thereto or in connection with the transactions contemplated thereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant, or condition not so set forth.

3.2         Notices. Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by either of the Parties hereto to be desirable, to be given to either Party hereto shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by electronic mail (with receipt confirmed) to the addresses of the Parties as follows:

To Purchaser:                                                                  

Attn:                                      

Email                                                           

With Copy to:                                                                 

Attn:                                      

Email                                                 

To Company:                             Vado Corp.

Attn: David Lelong

4001 South 700 East, Ste 500

Salt Lake City, UT 84107

Email: david@vadocorphq.com

With Copy to:                            Socialcom, Inc. d/b/a AudienceX

Attn: Jason Wulfsohn

13468 Beach Ave.

Marina del Rey, CA 90292

Email: jason@audiencex.com

The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Section 3.2, such notice shall be conclusively deemed given at the time of such delivery provided a receipt is obtained from the recipient. If notice is given by mail in accordance with the provisions of this Section 3.2, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice is given by electronic mail transmission in accordance with the provisions of this Section 3.2, such notice shall be conclusively deemed given at the time of delivery if during business hours, and if not during business hours, at the next business day following delivery, provided a confirmation is obtained by the sender.

3.3         Waiver and Amendment. Any term, provision, covenant, representation, warranty, or condition of this Agreement may be waived, but only by a written instrument signed by the Party entitled to the benefits thereof. The failure or delay of any Party at any time or times to require performance of any provision hereof, or to exercise its rights with respect to any provision hereof, shall in no manner operate as a waiver of or affect such Party’s right at a later time to enforce the same. No waiver by any Party of any condition, or of the breach of any term, provision, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall be

deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation, or warranty. No modification or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all Parties hereto.

3.4         Choice of Law. This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of Utah including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.

3.5         Jurisdiction. The Parties submit to the jurisdiction of the Courts of the County of Salt Lake, State of Utah or a Federal Court empaneled in the State of Utah for the resolution of all legal disputes arising under the terms of this Agreement, including, but not limited to, enforcement of any arbitration award.

3.6         Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original hereof, but all of which, taken together, shall constitute one and the same agreement as of the date hereof. Any delivery of signature pages of counterparts by way of facsimile or by electronic transmittal of scanned images thereof shall constitute delivery hereof, in each case subject to appropriate customary confirmations in respect thereof by the signatory for the Party providing a facsimile or scanned image.

3.7         Attorneys’ Fees. In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the Parties hereto agree that the prevailing Party or Parties shall be entitled to recover from the other Party or Parties upon final non-appealable judgment on the merits, reasonable attorneys’ fees, including attorneys’ fees for any appeal, and costs incurred in bringing such suit or proceeding.

3.8         Taxes. Any income taxes required to be paid in connection with the payments due hereunder, shall be borne by the Party required to make such payment. Any withholding taxes in the nature of a tax on income shall be deducted from payments due, and the Party required to withhold such tax shall furnish to the Party receiving such payment all documentation necessary to prove the proper amount to withhold of such taxes and to prove payment to the tax authority of such required withholding.

3.9         Definition of “days.” When used herein, the term “days” refers to calendar days unless otherwise specified.

3.10         Conflict Waiver. Company hereby acknowledges that FitzGerald Kreditor Bolduc Risbrough LLP (“the Firm”) represents the Purchaser with various legal matters and does not represent Company in connection with this Agreement or the contemplated transaction nor in any other respect. Company further acknowledges that the Firm has provided the initial draft of this Agreement. Company has been given the opportunity to consult with counsel of its choice regarding his rights under this Agreement. Company hereby waives any action it may have against the Firm regarding such conflict of interest.

[SIGNATURE PAGE TO FOLLOW]

WITNESS WHEREOF, the Parties hereto have executed this Agreement, effective as of the date first written hereinabove.

COMPANY:

Vado Corp.,

a Nevada corporation

By: David Lelong

Its: CEO

PURCHASER:

By:                                                      

Its:                                                      

Exhibit 10.3

VADO CORP.

AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is effective as of January 30, 2023, by and between Vado Corp., a Nevada corporation (the “Company”), and ___________, a Utah limited liability company (the “Holder”) (individually a “Party” and collectively the “Parties”).

This Agreement amends and restates in its entirety the original Investor Rights Agreement originally executed by the parties on January 30, 2023. 

RECITALS

WHEREAS, on August 1, 2022, Holder and Socialcom, Inc., a California corporation d/b/a AudienceX (“Socialcom”) entered into that certain Stock Purchase Agreement wherein Holder has heretofore purchased 762,959 shares of Socialcom Common Stock (“Socialcom Shares”);

WHEREAS, on August 1, 2022, as inducement to enter into that certain August 1, 2022, Stock Purchase Agreement, Holder and Socialcom entered into that certain Investor Rights Agreement (the “IRA”);

WHEREAS, Company, Socialcom, Inc., a California corporation d/b/a AudienceX (“Socialcom”) and certain shareholders of Socialcom, including Holder, are entering into a certain Amended and Restated Share Exchange Agreement effective as of the effective date hereof (the “SEA”), providing for the exchange (the “Share Exchange”) of substantially all of the outstanding common stock of Socialcom for shares of Company capital stock, on the terms and subject to the conditions, contained in the SEA;

WHEREAS, it is a condition concurrent to the closing of the Share Exchange that the Company sells to Holder, and Holder purchases from Company, 50,000 shares (“Purchased Shares”) of Company’s Series A Convertible Preferred Stock (the “Series A”) at a purchase price of $30.00 per Share, upon the terms and conditions set forth in a certain Stock Purchase Agreement effective as of the effective date hereof, by and between the Company and Holder (“Vado Stock Purchase Agreement”); and

WHEREAS, in order to induce Holder to enter into the Vado Stock Purchase Agreement, and to terminate the IRA effective upon closing of the Share Exchange, the Company has agreed to grant to Holder certain investor rights in respect of the Purchased Shares together with the 6,675,891 shares of Vado Common Stock (“Exchange Shares”) to be issued to Holder in exchange for the Socialcom Shares as part of the Share Exchange pursuant to the SEA.

NOW, THEREFORE: In consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The

term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Board” means the board of directors of the Company (and any successor governing body of the Company or any successor of the Company).

“Commission” means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.

“Common Stock” means the Common Stock of the Company and any other common equity securities issued by the Company, and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation or other corporate reorganization).

“Company” has the meaning set forth in the preamble and includes the Company's successors by merger, acquisition, reorganization or otherwise.

“Conversion Shares” means the shares of the Company’s Common Stock issuable upon conversion of the Purchased Shares issued or to be issued in accordance with the Vado Stock Purchase Agreement.

“Days” means calendar days unless otherwise specified.

“Demand Registration” has the meaning set forth in Section 2(b).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

“Holder” and “Holders” means                          , as the initial holder of Registrable Securities and any assignee(s) of outstanding Registrable Securities pursuant to Section 17.

“Long Form Registration” has the meaning set forth in Section 2(a).

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Piggyback Registration” has the meaning set forth in Section 3(a).

“Prospectus” means the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement

and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

“Registrable Securities” means (a) the Conversion Shares and the Exchange Shares, and (b) any shares of Common Stock issued or issuable with respect to any of these shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement covering such securities has been declared effective by the Commission and such securities have been disposed of pursuant to such effective Registration Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met, (iii) such securities are otherwise transferred and such securities may be resold without subsequent registration under the Securities Act, or (iv) such securities shall have ceased to be outstanding.

“Registration Statement” means any registration statement of the Company which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.

“Share Exchange” has the meaning set forth in the recitals.

“Rule 144” means Rule 144 promulgated under the Securities Act or any successor rule thereto or any complementary rule thereto (such as Rule 144A).

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder of Registrable Securities, except for the fees and disbursements of counsel for the holders of Registrable Securities required to be paid by the Company pursuant to Section 5.

“Short-Form Registrations” has the meaning set forth in Section 2(b).

“Vado Stock Purchase Agreement” has the meaning set forth in the recitals

To Holder:                                                       

Attn:                                

Email:                                 

With Copy to:                                                 

Attn:                                

Email:                                

To Company:       Vado Corp.

Attn: David Lelong, CEO

4001 South 700 East, Ste 500.

Salt Lake City, UT 84107

Email: david@vadocorphq.com

With Copy to:      Socialcom, Inc. d/b/a AudienceX

Attn: Jason Wulfsohn

13468 Beach Ave.

Marina del Rey, CA 90292

Email: jason@audiencex.com

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, effective as of the date first written hereinabove.

Exhibit 10.4

VADO CORP.

2023 EQUITY INCENTIVE PLAN

1. Scope of Plan; Definitions.

(a) This 2023 Equity Incentive Plan (the “Plan”) is intended to advance the interests of Vado Corp. (the “Company”) and its Related Corporations by enhancing the ability of the Company to attract and retain qualified employees, consultants, Officers and directors, by creating incentives and rewards for their contributions to the success of the Company and its Related Corporations. This Plan will provide to (a) Officers and other employees of the Company and its Related Corporations opportunities to purchase common stock, par value $0.001 (“Common Stock”) of the Company pursuant to Options granted hereunder which qualify as incentive stock options (“ISOs”) under Section 422(b) of the Internal Revenue Code of 1986 (the “Code”), (b) directors, Officers, employees and consultants of the Company and Related Corporations opportunities to purchase Common Stock of the Company pursuant to options granted hereunder which do not qualify as ISOs (“Non-Qualified Options”); (c) directors, Officers, employees and consultants of the Company and Related Corporations opportunities to receive shares of Common Stock of the Company which normally are subject to restrictions on sale (“Restricted Stock”); (d) directors, Officers, employees and consultants of the Company and Related Corporations opportunities to receive grants of stock appreciation rights (“SARs”); and (e) directors, Officers, employees and consultants of the Company and Related Corporations opportunities to receive grants of restricted stock units (“RSUs”). ISOs and Non-Qualified Options are referred to hereafter as “Options.” Options, Restricted Stock, RSUs and SARs are sometimes referred to hereafter collectively as “Stock Rights.” Any of the Options and/or Stock Rights may in the Board of Directors’ or Compensation Committee’s discretion be issued in tandem to one or more other Options and/or Stock Rights to the extent permitted by law.

(b) For purposes of the Plan, capitalized words and terms shall have the following meaning:

“Board” means the board of directors of the Company.

“Chairman” means the chairman of the Board.

“Change of Control” means the occurrence of any of the following events: (i) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets in a transaction which requires shareholder approval under applicable state law; or (ii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

“Code” shall have the meaning given to it in Section 1(a).

“Common Stock” shall have the meaning given to it in Section 1(a).

“Company” shall have the meaning given to it in Section 1(a).

“Compensation Committee” means the compensation committee of the Board, if any, which shall consist of two or more members of the Board, each of whom shall be both an “outside director” within the meaning of Section 162(m) of the Code and a “non-employee director” within the meaning of Rule 16b-3.  All references in this Plan to the Compensation Committee shall mean the Board when (i) there is no Compensation Committee or (ii) the Board has retained the power to administer this Plan.

“Disability” means “permanent and total disability” as defined in Section 22(e)(3) of the Code or successor statute.

“Disqualifying Disposition” means any disposition (including any sale) of Common Stock underlying an ISO before the later of (i) two years after the date of employee was granted the ISO or (ii) one year after the date the employee acquired Common Stock by exercising the ISO.

“Exchange Act” shall mean the Securities Exchange Act of 1934.

“Fair Market Value” shall be determined as of the last Trading Day before the date a Stock Right is granted and shall mean:

(1)        the closing price on the principal market if the Common Stock is listed on a national securities exchange or the OTCQB or OTCQX.

(2)        if the Company’s shares are not listed on a national securities exchange or the OTCQB or OTCQX, then the closing price if reported or the average bid and asked price for the Company’s shares as published by OTC Markets Group, Inc.;

(3)        if there are no prices available under clauses (1) or (2), then Fair Market Value shall be based upon the average closing bid and asked price as determined following a polling of all dealers making a market in the Company’s Common Stock; or

(4)       if there is no regularly established trading market for the Company’s Common Stock or if the Company’s Common Stock is listed, quoted or reported under clauses (1) or (2) but it trades sporadically rather than every day, the Fair Market Value shall be established by the Board or the Compensation Committee taking into consideration all relevant factors including the most recent price at which the Company’s Common Stock was sold.

“ISO” shall have the meaning given to it in Section 1(a).

“Non-Qualified Options” shall have the meaning given to it in Section 1(a).

“Officers” means a person who is an executive officer of the Company and is required to file ownership reports under Section 16(a) of the Exchange Act.

“Options” shall have the meaning given to it in Section 1(a).

“Plan” shall have the meaning given to it in Section 1(a).

“Related Corporations” shall mean a corporation which is a subsidiary corporation with respect to the Company within the meaning of Section 424(f) of the Code.

“Restricted Stock” shall have the meaning contained in Section 1(a).

“RSU” shall have the meaning given to it in Section 1(a).

“SAR” shall have the meaning given to it in Section 1(a).

“Securities Act” means the Securities Act of 1933.

“Stock Rights” shall have the meaning given to it in Section 1(a).

“Trading Day” shall mean a day on which The Nasdaq Stock Market LLC is open for business.

This Plan is intended to comply in all respects with Rule 16b-3 (“Rule 16b-3”) and its successor rules as promulgated under Section 16(b) of the Exchange Act for participants who are subject to Section 16 of the Exchange Act. To the extent any provision of the Plan or action by the Plan administrators fails to so comply, it shall be deemed null and void to the extent permitted by law and deemed advisable by the Plan administrators. Provided, however, such exercise of discretion by the Plan administrators shall not interfere with the contract rights of any grantee. In the event that any interpretation or construction of the Plan is required, it shall be interpreted and construed in order to ensure, to the maximum extent permissible by law, that such grantee does not violate the short-swing profit provisions of Section 16(b) of the Exchange Act and that any exemption available under Rule 16b-3 or other rule is available.

2. Administration of the Plan.

(a) The Plan may be administered by the entire Board or by the Compensation Committee. Once appointed, the Compensation Committee shall continue to serve until otherwise directed by the Board. A majority of the members of the Compensation Committee shall constitute a quorum, and all determinations of the Compensation Committee shall be made by the majority of its members present at a meeting. Any determination of the Compensation Committee under the Plan may be made without notice or meeting of the Compensation Committee by a writing signed by all of the Compensation Committee members. Subject to ratification of the grant of each Stock Right by the Board (but only if so required by applicable state law), and subject to the terms of the Plan, the Compensation Committee shall have the authority to (i) determine the employees of the Company and Related Corporations (from among the class of employees eligible under Section 3 to receive ISOs) to whom ISOs may be granted, and to determine (from among the class of individuals and entities eligible under Section 3 to receive Non-Qualified Options, Restricted Stock, RSUs and SARs) to whom Non-Qualified Options, Restricted Stock, RSUs and SARs may be granted; (ii) determine when Stock Rights may be granted; (iii) determine the exercise prices of Stock Rights other than Restricted Stock and RSUs, which shall not be less than the Fair Market Value; (iv) determine whether each Option granted shall be an ISO or a Non-Qualified Option; (v) determine when Stock Rights shall become exercisable, the duration of the exercise period and

when each Stock Right shall vest; (vi) determine whether restrictions such as repurchase options are to be imposed on shares subject to or issued in connection with Stock Rights, and the nature of such restrictions, if any, and (vii) interpret the Plan and promulgate and rescind rules and regulations relating to it. The interpretation and construction by the Compensation Committee of any provisions of the Plan or of any Stock Right granted under it shall be final, binding and conclusive unless otherwise determined by the Board. The Compensation Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best.

No members of the Compensation Committee or the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Stock Right granted under it. No member of the Compensation Committee or the Board shall be liable for any act or omission of any other member of the Compensation Committee or the Board or for any act or omission on his own part, including but not limited to the exercise of any power and discretion given to him under the Plan, except those resulting from his own gross negligence or willful misconduct.

(b) The Compensation Committee may select one of its members as its chairman and shall hold meetings at such time and places as it may determine. All references in this Plan to the Compensation Committee shall mean the Board if no Compensation Committee has been appointed. From time to time the Board may increase the size of the Compensation Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused or remove all members of the Compensation Committee and thereafter directly administer the Plan.

(c) Stock Rights may be granted to members of the Board, whether such grants are in their capacity as directors, Officers or consultants. All grants of Stock Rights to members of the Board shall in all other respects be made in accordance with the provisions of this Plan applicable to other eligible persons. Members of the Board who are either (i) eligible for Stock Rights pursuant to the Plan or (ii) have been granted Stock Rights may vote on any matters affecting the administration of the Plan or the grant of any Stock Rights pursuant to the Plan.

(d) In addition to such other rights of indemnification as he or she may have as a member of the Board, and with respect to administration of the Plan and the granting of Stock Rights under it, each member of the Board and of the Compensation Committee shall be entitled without further act on his part to indemnification from the Company for all expenses (including advances of litigation expenses, the amount of judgment and the amount of approved settlements made with a view to the curtailment of costs of litigation) reasonably incurred by him in connection with or arising out of any action, suit or proceeding, including any appeal thereof, with respect to the administration of the Plan or the granting of Stock Rights under it in which he may be involved by reason of his being or having been a member of the Board or the Compensation Committee, whether or not he continues to be such member of the Board or the Compensation Committee at the time of the incurring of such expenses; provided, however, that such indemnity shall be subject to the limitations contained in any Indemnification Agreement between the Company and the Board member or Officer. The foregoing right of indemnification shall inure to the benefit of the heirs, executors or administrators of each such member of the Board or the Compensation Committee and shall be in addition to all other rights to which such member of the Board or the Compensation Committee would be entitled to as a matter of law, contract or otherwise.

(e) The Board may delegate the powers to grant Stock Rights to Officers to the extent permitted by the laws of the Company’s state of incorporation.

3. Eligible Employees and Others.  ISOs may be granted to any employee of the Company or any Related Corporation. Those Officers and directors of the Company who are not employees may not be granted ISOs under the Plan. Subject to compliance with Rule 16b-3 and other applicable securities laws, Non-Qualified Options, Restricted Stock, RSUs and SARs may be granted to any director (whether or not an employee), Officers, employees or consultants of the Company or any Related Corporation. The Compensation Committee may take into consideration a recipient’s individual circumstances in determining whether to grant an ISO, a Non-Qualified Option, Restricted Stock, RSUs or a SAR. Granting of any Stock Right to any individual or entity shall neither entitle that individual or entity to, nor disqualify him from participation in, any other grant of Stock Rights.

4. Common Stock. The Common Stock subject to Stock Rights shall be authorized but unissued shares of Common Stock, or shares of Common Stock reacquired by the Company in any manner, including purchase, forfeiture or otherwise. The aggregate number of shares of Common Stock which may be issued pursuant to the Plan is 30,000,000, less any Stock Rights previously granted or exercised subject to adjustment as provided in Section 14. Any such shares may be issued under ISOs, Non-Qualified Options, Restricted Stock, RSUs or SARs, so long as the number of shares so issued does not exceed the limitations in this Section. Subject to adjustment in accordance with Section 14, no more than 30,000,000 shares of Common Stock may be issued in the aggregate pursuant to the exercise of ISOs. If any Stock Rights granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, or if the Company shall reacquire any unvested shares, the unpurchased shares subject to such Stock Rights and any unvested shares so reacquired by the Company shall again be available for grants under the Plan. For the avoidance of doubt, in the event that (i) the payment of the exercise price of any Stock Right, or (ii) the satisfaction of any tax withholding obligations arising from any Stock Right is made by withholding of shares of Common Stock by the Company, the shares so withheld shall again become available for grants under the Plan.

5. Granting of Stock Rights.

(a) The date of grant of a Stock Right under the Plan will be the date specified by the Board or Compensation Committee at the time it grants the Stock Right; provided, however, that such date shall not be prior to the date on which the Board or Compensation Committee acts to approve the grant. The Board or Compensation Committee shall have the right, with the consent of the optionee, to convert an ISO granted under the Plan to a Non-Qualified Option pursuant to Section 17.

(b) The Board or Compensation Committee shall grant Stock Rights to participants that it, in its sole discretion, selects. Stock Rights shall be granted on such terms as the Board or Compensation Committee shall determine except that ISOs shall be granted on terms that comply with the Code and regulations thereunder.

(c) A SAR entitles the holder to receive, as designated by the Board or Compensation Committee, cash or shares of Common Stock, value equal to (or otherwise based on) the excess of: (a) the Fair Market Value of a specified number of shares of Common Stock at the time of exercise over (b) an exercise price established by the Board or Compensation Committee. The exercise price of each SAR granted under this Plan shall be established by the Compensation Committee or shall be determined by a method established by the Board or Compensation Committee at the time the SAR is granted, provided the exercise price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of the grant of the SAR, or such higher price as is established by the Board or Compensation Committee. A SAR shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Board or Compensation Committee. Shares of Common Stock delivered pursuant to the exercise of a SAR shall be subject to such conditions, restrictions and contingencies as the Board or Compensation Committee may establish in the applicable SAR agreement or document, if any. The Board or Compensation Committee, in its discretion, may impose such conditions, restrictions and contingencies with respect to shares of Common Stock acquired pursuant to the exercise of each SAR as the Board or Compensation Committee determines to be desirable. A SAR under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Board or Compensation Committee shall, in its discretion, prescribe. The terms and conditions of any SAR to any grantee shall be reflected in such form of agreement as is determined by the Board or Compensation Committee. A copy of such document, if any, shall be provided to the grantee, and the Board or Compensation Committee may condition the granting of the SAR on the grantee executing such agreement.

(d) An RSU gives the grantee the right to receive a number of shares of the Company’s Common Stock on applicable vesting or other dates. Delivery of the RSUs may be deferred beyond vesting as determined by the Board or Compensation Committee. RSUs shall be evidenced by an RSU agreement in the form determined by the Board or Compensation Committee. With respect to an RSU, which becomes non-forfeitable due to the lapse of time, the Compensation Committee shall prescribe in the RSU agreement the vesting period. With respect to the granting of the RSU, which becomes non-forfeitable due to the satisfaction of certain pre-established performance-based objectives imposed by the Board or Compensation Committee, the measurement date of whether such performance-based objectives have been satisfied shall be a date no earlier than the first anniversary of the date of the RSU. A recipient who is granted an RSU shall possess no incidents of ownership with respect to such underlying Common Stock, although the RSU agreement may provide for payments in lieu of dividends to such grantee.

(e) Notwithstanding any provision of this Plan, the Board or Compensation Committee may impose conditions and restrictions on any grant of Stock Rights including forfeiture of vested Options, cancellation of Common Stock acquired in connection with any Stock Right and forfeiture of profits.

(f) The Options and SARs shall not be exercisable for a period of more than 10 years from the date of grant.  

6. Sale of Shares. The shares underlying Stock Rights granted to any Officer, director or a beneficial owner of 10% or more of the Company’s securities registered under Section 12 of the

Exchange Act shall not be sold, assigned or transferred by the grantee until at least six months elapse from the date of the grant thereof.

7. ISO Minimum Option Price and Other Limitations.

(a) The exercise price per share relating to all Options granted under the Plan shall not be less than the Fair Market Value per share of Common Stock on the last trading day prior to the date of such grant. For purposes of determining the exercise price, the date of the grant shall be the later of (i) the date of approval by the Board or Compensation Committee or the Board, or (ii) for ISOs, the date the recipient becomes an employee of the Company. In the case of an ISO to be granted to an employee owning Common Stock which represents more than 10% of the total combined voting power of all classes of stock of the Company or any Related Corporation, the price per share shall not be less than 110% of the Fair Market Value per share of Common Stock on the date of grant and such ISO shall not be exercisable after the expiration of five years from the date of grant.

(b) In no event shall the aggregate Fair Market Value (determined at the time an ISO is granted) of Common Stock for which ISOs granted to any employee are exercisable for the first time by such employee during any calendar year (under all stock option plans of the Company and any Related Corporation) exceed $100,000.  

8. Duration of Stock Rights. Subject to earlier termination as provided in Sections 5, 9, 10 and 11, each Option and SAR shall expire on the date specified in the original instrument granting such Stock Right (except with respect to any part of an ISO that is converted into a Non-Qualified Option pursuant to Section 17), provided, however, that such instrument must comply with Section 422 of the Code with regard to ISOs and Rule 16b-3 with regard to all Stock Rights granted pursuant to the Plan to Officers, directors and 10% shareholders of the Company.

9. Exercise of Options and SARs; Vesting of Stock Rights. Subject to the provisions of Sections 9 through 13, each Option and SAR granted under the Plan shall be exercisable as follows:

(a) The Options and SARs shall either be fully vested and exercisable from the date of grant or shall vest and become exercisable in such installments as the Board or Compensation Committee may specify.

(b) Once an installment becomes exercisable it shall remain exercisable until expiration or termination of the Option and SAR, unless otherwise specified by the Board or Compensation Committee.

(c) Each Option and SAR or installment, once it becomes exercisable, may be exercised at any time or from time to time, in whole or in part, for up to the total number of shares with respect to which it is then exercisable.

(d) The Board or Compensation Committee shall have the right to accelerate the vesting date of any installment of any Stock Right; provided that the Board or Compensation Committee shall not accelerate the exercise date of any installment of any Option granted to any employee as an ISO (and not previously converted into a Non-Qualified Option pursuant to Section

17) if such acceleration would violate the annual exercisability limitation contained in Section 422(d) of the Code as described in Section 7(b).

10. Termination of Employment. Subject to any greater restrictions or limitations as may be imposed by the Board or Compensation Committee or by a written agreement, if an optionee ceases to be employed by the Company and all Related Corporations other than by reason of death or Disability, no further installments of his Options shall vest or become exercisable, and his Options shall terminate as provided for in the grant or on the day 12  months after the day of the termination of his employment (except three months for ISOs), whichever is earlier, but in no event later than on their specified expiration dates. Employment shall be considered as continuing uninterrupted during any bona fide leave of absence (such as those attributable to illness, military obligations or governmental service) provided that the period of such leave does not exceed 90 days or, if longer, any period during which such optionee’s right to re-employment is guaranteed by statute. A leave of absence with the written approval of the Board shall not be considered an interruption of employment under the Plan, provided that such written approval contractually obligates the Company or any Related Corporation to continue the employment of the optionee after the approved period of absence. ISOs granted under the Plan shall not be affected by any change of employment within or among the Company and Related Corporations so long as the optionee continues to be an employee of the Company or any Related Corporation.

11. Death; Disability. Unless otherwise determined by the Board or Compensation Committee or by a written agreement:

(a) If the holder of an Option or SAR ceases to be employed by the Company and all Related Corporations by reason of his death, any Options or SARs held by the optionee may be exercised to the extent he could have exercised it on the date of his death, by his estate, personal representative or beneficiary who has acquired the Options or SARs by will or by the laws of descent and distribution, at any time prior to the earlier of: (i) the Options’ or SARs’ specified expiration date or (ii) one year (except three months for an ISO) from the date of death.

(b) If the holder of an Option or SAR ceases to be employed by the Company and all Related Corporations, or a director or Director Advisor can no longer perform his duties, by reason of his Disability, any Options or SARs held by the optionee may be exercised to the extent he could have exercised it on the date of termination due to Disability until the earlier of (i) the Options’ or SARs’ specified expiration date or (ii) one year from the date of the termination.

12. Assignment, Transfer or Sale.

(a) No ISO granted under this Plan shall be assignable or transferable by the grantee except by will or by the laws of descent and distribution, and during the lifetime of the grantee, each ISO shall be exercisable only by him, his guardian or legal representative.

(b) Except for ISOs, all Stock Rights are transferable subject to compliance with applicable securities laws and Section 6 of this Plan.

13. Terms and Conditions of Stock Rights. Stock Rights shall be evidenced by instruments (which need not be identical) in such forms as the Board or Compensation Committee may from time to time approve. Such instruments shall conform to the terms and conditions set forth in

Sections 5 through 12 hereof and may contain such other provisions as the Board or Compensation Committee deems advisable which are not inconsistent with the Plan. In granting any Stock Rights, the Board or Compensation Committee may specify that Stock Rights shall be subject to the restrictions set forth herein with respect to ISOs, or to such other termination and cancellation provisions as the Board or Compensation Committee may determine. The Board or Compensation Committee may from time to time confer authority and responsibility on one or more of its own members and/or one or more Officers of the Company to execute and deliver such instruments. The proper Officers of the Company are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of such instruments.

14. Adjustments Upon Certain Events.

(a) Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Stock Right, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Stock Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of a Stock Right, as well as the price per share of Common Stock (or cash, as applicable) covered by each such outstanding Option or SAR, shall be proportionately adjusted for any increases or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company or the voluntary cancellation whether by virtue of a cashless exercise of a derivative security of the Company or otherwise shall not be deemed to have been “effected without receipt of consideration.”  Such adjustment shall be made by the Board or Compensation Committee, whose determination in that respect shall be final, binding and conclusive.  Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to a Stock Right. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company.

(b) In the event of the proposed dissolution or liquidation of the Company, the Board or Compensation Committee shall notify each participant as soon as practicable prior to the effective date of such proposed transaction.  To the extent it has not been previously exercised, a Stock Right will terminate immediately prior to the consummation of such proposed action.

(c) In the event of a merger of the Company with or into another corporation, or a Change of Control, each outstanding Stock Right shall be assumed (as defined below) or an equivalent option or right substituted by the successor corporation or a parent or subsidiary of the successor corporation.  In the event that the successor corporation refuses to assume or substitute for the Stock Rights, the participants shall fully vest in and have the right to exercise their Stock Rights as to which it would not otherwise be vested or exercisable.  If a Stock Right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board or Compensation Committee shall notify the participant in writing or electronically that the Stock Right shall be fully vested and exercisable for a period of at least 15

days from the date of such notice, and any Options or SARs shall terminate one minute prior to the closing of the merger or sale of assets.   

For the purposes of this Section 14(c), the Stock Right shall be considered “assumed” if, following the merger or Change of Control, the option or right confers the right to purchase or receive, for each share of Common Stock subject to the Stock Right immediately prior to the merger or Change of Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change of Control by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change of Control is not solely common stock of the successor corporation or its parent, the Board or Compensation Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Stock Right, for each share of Common Stock subject to the Stock Right, to be solely common stock of the successor corporation or its parent equal in Fair Market Value to the per share consideration received by holders of Common Stock in the merger or Change of Control.

(d) Notwithstanding the foregoing, any adjustments made pursuant to Section 14(a), (b) or (c) with respect to ISOs shall be made only after the Board or Compensation Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a “modification” of such ISOs (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holders of such ISOs.  If the Board or Compensation Committee determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs it may refrain from making such adjustments.

(e) No fractional shares shall be issued under the Plan and the optionee shall receive from the Company cash in lieu of such fractional shares.

15. Means of Exercising Stock Rights.

(a) An Option or SAR (or any part or installment thereof) shall be exercised by giving written notice to the Company at its principal office address. Such notice shall identify the Stock Right being exercised and specify the number of shares as to which such Stock Right is being exercised, accompanied by full payment of the exercise price therefor (to the extent it is exercisable in cash) either (i) in United States dollars by check or wire transfer; or (ii) at the discretion of the Board or Compensation Committee, through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the cash exercise price of the Stock Right or such other formula as may be approved by the Board or Compensation Committee; or (iii) at the discretion of the Board or Compensation Committee, by any combination of (i) and (ii) above. If the Board or Compensation Committee exercises its discretion to permit payment of the exercise price of an ISO by means of the methods set forth in clauses (ii) or (iii) of the preceding sentence, such discretion need not be exercised in writing at the time of the grant of the Stock Right in question. The holder of a Stock Right shall not have the rights of a shareholder with respect to the shares covered by his Stock Right until the date of issuance of a stock certificate to him for such shares. Except as expressly provided above in Section 14 with respect to changes in capitalization

and stock dividends, no adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issued.

(b) Each notice of exercise shall, unless the shares of Common Stock are covered by a then current registration statement under the Securities Act, contain the holder’s acknowledgment in form and substance satisfactory to the Company that (i) such shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Securities Act), (ii) the holder has been advised and understands that (1) the shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act and are subject to restrictions on transfer and (2) the Company is under no obligation to register the shares under the Securities Act or to take any action which would make available to the holder any exemption from such registration, and (iii) such shares may not be transferred without compliance with all applicable federal and state securities laws. Notwithstanding the above, should the Company be advised by counsel that issuance of shares should be delayed pending registration under federal or state securities laws or the receipt of an opinion that an appropriate exemption therefrom is available, the Company may defer exercise of any Stock Right granted hereunder until either such event has occurred.

16. Term, Termination and Amendment.  

(a) This Plan was adopted by the Board.  This Plan may be approved by the Company’s shareholders, which approval is required for ISOs.

(b) The Board may terminate the Plan at any time.  Unless sooner terminated, the Plan shall terminate on January 30, 2033 or 10 years from the date the Board adopts the Plan.  No Stock Rights may be granted under the Plan once the Plan is terminated.  Termination of the Plan shall not impair rights and obligations under any Stock Right granted while the Plan is in effect, except with the written consent of the grantee.

(c) The Board at any time, and from time to time, may amend the Plan.  Provided, however, except as provided in Section 14 relating to adjustments in Common Stock, no amendment shall be effective unless approved by the shareholders of the Company to the extent (i) shareholder approval is necessary to satisfy the requirements of Section 422 of the Code or (ii) required by the rules of the principal national securities exchange or trading market upon which the Company’s Common Stock trades. Rights under any Stock Rights granted before amendment of the Plan shall not be impaired by any amendment of the Plan, except with the written consent of the grantee.

(d) The Board at any time, and from time to time, may amend the terms of any one or more Stock Rights; provided, however, that the rights under the Stock Right shall not be impaired by any such amendment, except with the written consent of the grantee.

17. Conversion of ISOs into Non-Qualified Options; Termination of ISOs. The Board or Compensation Committee, at the written request of any optionee, may in its discretion take such actions as may be necessary to convert such optionee’s ISOs (or any installments or portions of installments thereof) that have not been exercised on the date of conversion into Non-Qualified

Options at any time prior to the expiration of such ISOs, regardless of whether the optionee is an employee of the Company or a Related Corporation at the time of such conversion.  Provided, however, the Board or Compensation Committee shall not reprice the Options or extend the exercise period or reduce the exercise price of the appropriate installments of such Options without the approval of the Company’s shareholders. At the time of such conversion, the Board or Compensation Committee (with the consent of the optionee) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Board or Compensation Committee in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any optionee the right to have such optionee’s ISOs converted into Non-Qualified Options, and no such conversion shall occur until and unless the Board or Compensation Committee takes appropriate action. The Compensation Committee, with the consent of the optionee, may also terminate any portion of any ISO that has not been exercised at the time of such termination.

18. Application of Funds. The proceeds received by the Company from the sale of shares pursuant to Options or SARS (if cash settled) granted under the Plan shall be used for general corporate purposes.

19. Governmental Regulations. The Company’s obligation to sell and deliver shares of the Common Stock under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares.

20. Withholding of Additional Income Taxes. In connection with the granting, exercise or vesting of a Stock Right or the making of a Disqualifying Disposition the Company, in accordance with Section 3402(a) of the Code, may require the optionee to pay additional withholding taxes in respect of the amount that is considered compensation includable in such person’s gross income.

To the extent that the Company is required to withhold taxes for federal income tax purposes as provided above, if any optionee may elect to satisfy such withholding requirement by (i) paying the amount of the required withholding tax to the Company; (ii) delivering to the Company shares of its Common Stock (including shares of Restricted Stock) previously owned by the optionee; or (iii) having the Company retain a portion of the shares covered by an Option exercise. The number of shares to be delivered to or withheld by the Company times the Fair Market Value of such shares or such other formula as may be approved by the Board or Compensation Committee pursuant to the Plan shall equal the cash required to be withheld.

21. Notice to the Company of Disqualifying Disposition. Each employee who receives an ISO must agree to notify the Company in writing immediately after the employee makes a Disqualifying Disposition of any Common Stock acquired pursuant to the exercise of an ISO. If the employee has died before such stock is sold, the holding periods requirements of the Disqualifying Disposition do not apply and no Disqualifying Disposition can occur thereafter.

22. Continued Employment. The grant of a Stock Right pursuant to the Plan shall not be construed to imply or to constitute evidence of any agreement, express or implied, on the part of the Company or any Related Corporation to retain the grantee in the employ of the Company or a Related Corporation, as a member of the Company’s Board or in any other capacity, whichever the case may be.

23. Governing Law; Construction. The validity and construction of the Plan and the instruments evidencing Stock Rights shall be governed by the laws of the Company’s state of incorporation. In construing this Plan, the singular shall include the plural and the masculine gender shall include the feminine and neuter, unless the context otherwise requires.

24. (a) Forfeiture of Stock Rights Granted to Employees or Consultants. Notwithstanding any other provision of this Plan, and unless otherwise provided for in a Stock Rights Agreement, all vested or unvested Stock Rights granted to employees or consultants shall be immediately forfeited at the discretion of the Board if any of the following events occur:

(1) Termination of the relationship with the grantee for cause including, but not limited to, fraud, theft, dishonesty and violation of Company policy;

(2) Purchasing or selling securities of the Company in violation of the Company’s insider trading guidelines then in effect;

(3) Breaching any duty of confidentiality including that required by the Company’s insider trading guidelines then in effect;

(4) Competing with the Company;

(5) Being unavailable for consultation after leaving the Company’s employment if such availability is a condition of any agreement between the Company and the grantee;

(6) Recruitment of Company personnel after termination of employment, whether such termination is voluntary or for cause;

(7) Failure to assign any invention or technology to the Company if such assignment is a condition of employment or any other agreements between the Company and the grantee; or

(8) A finding by the Board that the grantee has acted disloyally and/or against the interests of the Company.

(b) Forfeiture of Stock Rights Granted to Directors.  Notwithstanding any other provision of this Plan, and unless otherwise provided for in a Stock Rights Agreement, all vested or unvested Stock Rights granted to directors shall be immediately forfeited at the discretion of the Board if any of the following events occur:

(1) Purchasing or selling securities of the Company in violation of the Company’s insider trading guidelines then in effect;

(2) Breaching any duty of confidentiality including that required by the Company’s insider trading guidelines then in effect;

(3) Competing with the Company;

(4) Recruitment of Company personnel after ceasing to be a director;

or

(5) A finding by the Board that the grantee has acted disloyally and/or against the interests of the Company.

The Company may impose other forfeiture restrictions which are more or less restrictive and require a return of profits from the sale of Common Stock as part of said forfeiture provisions if such forfeiture provisions and/or return of provisions are contained in a Stock Rights Agreement.

(c) Profits on the Sale of Certain Shares; Redemption.  If any of the events specified in Section 24(a) or (b) of the Plan occur within one year from the date the grantee last performed services for the Company in the capacity for which the Stock Rights were granted (the  “Termination Date”) (or such longer period required by any written agreement), all profits earned from the sale of the Company’s securities, including the sale of shares of Common Stock underlying the Stock Rights, during the two-year period commencing one year prior to the Termination Date shall be forfeited and immediately paid by the grantee to the Company.  Further, in such event, the Company may at its option redeem shares of Common Stock acquired upon exercise of the Stock Right by payment of the exercise price to the grantee.  To the extent that another written agreement with the Company extends the events in Section 24(a) or (b) beyond one year following the Termination Date, the two-year period shall be extended by an equal number of days.  The Company’s rights under this Section 24(c) do not lapse one year form the Termination Date but are contract rights subject to any appropriate statutory limitation period.