Rapid Therapeutic Science Laboratories, Inc. (Form: 8-K, Received: 11/18/2020 16:28:06)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): November 12, 2020

____________________

Rapid Therapeutic Science Laboratories, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction

of incorporation or organization)

001-55018

(Commission File

Number)

46-2111820

(I.R.S. Employer

Identification No.)

5580 Peterson Lane, Suite 200

Dallas, TX

(Address of principal executive offices)

75240

(Zip code)

(800) 497-6059

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ]

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed by Rapid Therapeutic Science Laboratories, Inc. (the “Company”, “we” and “us”) with the Securities and Exchange Commission on October 29, 2020, on October 23, 2020, the Company entered into an Asset Purchase and Sales Agreement (the “Purchase Agreement”) with Razor Jacket, LLC (“Razor Jacket”) and its owners, Frank Gill (“Gill”) and Ryan Johnson (“Johnson”, and collectively with Gill and Razor Jacket, the “Sellers”).

Pursuant to the Purchase Agreement, the Company agreed to purchase from the Sellers, all of Razor Jacket’s equipment and all of the Seller’s know-how relating to the manufacture of cannabinoid isolates and related products, including, but not limited to, terpenes, and the production of isolate and related products (collectively, the “Assets”), which were located in Oregon and agreed to be moved to the Company’s facility in Dallas, Texas as part of the acquisition.

The purchase price payable for the Assets was (a) $300,000 in cash, payable at closing; (b) 625,000 shares of restricted common stock (valued for the purposes of the Purchase Agreement at $0.80 per share or $500,000 in aggregate)(the “Closing Shares”); and (c) the right for the Sellers to earn up to 16.5 million shares of newly designated shares of Series A Convertible Preferred Stock of the Company (the “New Preferred Stock” and “New Preferred Shares”), which if issued and earned, will be convertible for common stock on a one-for-one basis.

The terms of the Purchase Agreement are described in greater detail in the October 29, 2020 Current Report on Form 8-K which information and disclosures are incorporated herein by reference.

On November 16, 2020, the Company and the Sellers entered into a First Amendment to Asset Purchase and Sales Agreement (the “First Amendment”), which amended the terms of the Purchase Agreement to clarify the specific Assets being purchased.

Also on November 16, 2020:

(a) the Company and the Sellers entered into an Assignment of Intellectual Property (the “IP Assignment Agreement”) providing for the assignment by the Sellers of all of their right and title to the intellectual property owned by Razor Jacket and/or which Razor Jacket has an assignable interest in, in connection with the operations of Razor Jacket, as described in greater detail in the IP Assignment Agreement;

(b) the Company and Gill entered into an Employment Agreement (discussed below under Item 5.02);

(d) Gill entered into a Trading Agreement with the Company relating to the Closing Shares (discussed below); and

(e) Gill and Johnson entered into a separate Trading Agreement with the Company relating to the shares of common stock issuable upon conversion of the New Preferred Shares (discussed below).

The transactions contemplated by the Purchase Agreement closed on November 17, 2020 (the “Razor Jacket Closing”), at which time the Company issued the Closing Shares, paid the $300,000 of cash due at the closing and acquired title to the Assets (the lab equipment is currently in the process of being shipped to Dallas, Texas). The Purchase Agreement had an effective date of November 1, 2020.

The New Preferred Shares (the terms of which are described in greater detail under Item 5.03, which information is incorporated in this Item 1.01 by reference) were not earned by Sellers at the closing and instead are not earned until the conditions described below are satisfied, if at all:

(a) Upon successful completion of the below five conditions, an aggregate of 5,500,000 New Preferred Shares will be issued to Gill and Johnson, in the amount of 2,750,000 shares each, subject to applicable law:

(1) The receipt by the Company of the Assets (except for certain excluded assets) on or before December 1, 2020;

(2) The permanent relocation of Gill and Johnson to Dallas County, Texas or the five surrounding counties;

(3) The delivery to the Company of a draft of a Patent Application for the Sellers’ existing process to produce isolate (the rights to which are being acquired by the Company pursuant to the Purchase Agreement);

(4) The successful restart of the lab Assets such that isolate of the exact quality of isolate currently being purchased by the Company is achieved, as demonstrated by a third-party Certificate of Analysis; and

(5) Cooperation by the Sellers with the Company in the completion of an audit of the Assets by the Company’s independent accountants as required by Form 8-K.

(b) Upon successful completion of the first full year of employment of Gill and Johnson, an additional 2,750,000 New Preferred Shares will be issued to each of Gill and Johnson; and

(c) Upon successful completion of the second full year of employment of Gill and Johnson, an additional 2,750,000 New Preferred Shares will be issued to each of Gill and Johnson.

Any New Preferred Shares not earned as discussed above will be forfeited and, in the event either Gill and/or Johnson voluntarily resigns under their respective employment agreements (discussed below), they will forfeit any unearned shares.

We agreed to pay the costs of transporting the Assets and insurance on the Assets (subject to certain exceptions), and the Sellers agreed to pay all of their other costs.

In connection with the closing, Gill entered into a Trading Agreement with the Company dated November 16, 2020 (the “Common Trading Agreement”), which restricts Gill’s ability to transfer or sell the Closing Shares (and any other shares of Company common stock which he may obtain during the term of such agreement), until October 31, 2023, provided that between October 31, 2021, and October 31, 2023, Gill may sell not more than 10% of the average daily aggregate trading volume of the Company’s common stock over the preceding 30 day rolling period, subject to certain other requirements.

Also in connection with the closing, Gill and Johnston entered into a separate Trading Agreement dated November 16, 2020 (the “Preferred Trading Agreement”), which restricts such person’s ability to transfer or sell any of the shares of common stock issuable upon conversion of the New Preferred Shares (and any other shares of Company common stock which they may obtain during the term of such agreement), until October 31, 2025, provided that between October 31, 2022, and October 31, 2025, each may sell not more than 10% of the average daily aggregate trading volume of the Company’s common stock over the preceding 30-day rolling period, subject to certain other requirements.

The foregoing descriptions of the Purchase Agreement, First Amendment, IP Assignment Agreement, Common Trading Agreement and Preferred Trading Agreement, are not complete and are qualified in their entirety by the Purchase Agreement, First Amendment, IP Assignment Agreement, Common Trading Agreement and Preferred Trading Agreement, incorporated by reference as Exhibit 2.1 hereto, and attached as Exhibits 2.2, 10.3, 10.4 and 10.5 hereto, respectively, and incorporated in this Item 1.01 by reference in their entirety.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information and disclosures in Item 1.01 above relating to the Purchase Agreement (as amended), the closing of the Purchase Agreement the terms of such closing, the payment of consideration by the Company in connection therewith and the Company’s acquisition of the Assets, are incorporated by reference in this Item 2.01 in their entirety.

Item 3.02

Unregistered Sales of Equity Securities.

The information disclosed in Item 1.01 of this Current Report on Form 8-K relating to the Closing Shares and New Preferred Shares is incorporated by reference into this Item 3.02. We claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of the Closing Shares and plan to claim a similar exemption for the issuance of the New Preferred Shares, since the foregoing issuances did not/will not involve a public offering, the recipients are “accredited investors”, and the recipients acquired/will acquire the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities will be subject to transfer restrictions, and the certificates evidencing the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.

In the event the New Preferred Shares are issued in full, and converted in full pursuant to their terms, a maximum of 16.5 million shares of common stock will be issuable upon conversion thereof.

Item 3.03

Material Modification to Rights of Security Holders.

The descriptions of the Series A Preferred Stock and Series A Designation set forth in Item 5.03 of this Current Report on Form 8-K are incorporated by reference in this Item 3.03 in their entirety by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)

Effective on November 16, 2020, the Board appointed Mr. Johnson as the Chief Operating Officer of the Company. Mr. Gill was appointed on November 16, 2020, as the Chief Isolate Laboratory Technician of the Company (a non-executive position).

(d)

On November 16, 2020, as a required condition to the Purchase Agreement, the Board of Directors (the “Board”) of the Company, pursuant to the power provided to the Board by the Bylaws of the Company, increased the number of members of the Board of Directors of the Company from two (2) to three (3), and immediately thereafter, on the same date, appointed Mr. Ryan Johnson as a member of the Board to fill such newly created vacancy.

The Purchase Agreement requires that the Board of Directors continue to nominate Mr. Johnson as a member of the Board of Directors until the earlier of (a) Mr. Johnson’s death; (b) the date Mr. Johnson resigns as a member of the Board of Directors, and/or as an employee of the Company; (c) the date Mr. Johnson’s employment is terminated for cause; (d) the date that Mr. Johnson is disqualified as a member of the Board of Directors of the Company due to any applicable rule of a stock exchange or NASDAQ; or (e) the date that the Board of Directors (or nominating committee) of the Company, acting in good faith, determines that the nomination of Mr. Johnson as a member of the Company’s Board of Directors would violate the fiduciary duties of such members of the Board of Directors (or such nominating committee).

As the Board of Directors does not currently have any committees, Mr. Johnson was not appointed to any committees of the Board.

There are no family relationships between any director or executive officer of the Company, including, but not limited to Mr. Johnson.

Mr. Johnson is not party of any material plan, contract or arrangement (whether or not written) with the Company, other than the Purchase Agreement and related agreements (each discussed above), the Preferred Trading Agreement and his Employment Agreement, discussed below.

Mr. Johnson is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K, except for the Purchase Agreement (and related agreements) and Preferred Trading Agreements, discussed above.

Biographical information for Mr. Johnson is provided below:

Mr. Ryan C. Johnson, Age 46

Mr. Johnson, is the co-founder and President of Razor Jacket, LLC, a company that he and the other founder formed in the State of Oregon in August 2019, to research techniques for the extraction of isolates from raw hemp using their proprietary know-how. Since June 2017, Mr. Johnson has also been the co-founder and Managing Partner of A-Vant Garden, an Oregon company which successfully converted a roadside motel into the world’s first pharmaceutical grade cannabis cultivation facility. Prior to that time, he was an independent cannabis industry consultant working in the State of Colorado from 2014 to June 2017. His previous experience includes serving as a civilian employee in the U.S. Department of Defense responsible for initiating government and private sector application protocols for the mitigation and decontamination of chemical and biological warfare and threats to the homeland. Mr. Johnson received a degree in Advertising and Public Relations from the University of Arkansas in 1997.

(e)

In connection with the Razor Jacket Closing, the Company entered into Employment Agreements with Mr. Johnson and Mr. Gill.

Johnson Employment Agreement

Mr. Johnson’s Employment Agreement provides for:

i. An effective date of December 1, 2020;

ii. Mr. Johnson to serve as Chief Operating Officer of the Company;

iii. Mr. Johnson to be employed until December 1, 2021, subject to automatic yearly renewals in the event the agreement is not terminated no less than 60 days prior to any applicable renewal date;

iv. Mr. Johnson to be paid $175,000 per year, which may be increased by management from time to time, and for Mr. Johnson to be eligible to be granted by the management of the Company or the Board of Directors, stock option or cash bonuses in the discretion of the Board and/or management;

v. Mr. Johnson to receive additional compensation of 3% of all net sales generated directly from his actions, to the extent the Company makes a cash basis profit (non-cash expenses shall not be included in this calculation), wherein such net sales shall be calculated as gross revenue less cost of goods, less any chargebacks, refunds, returns, recalls or similar transactions from prior periods, which such additional compensation shall be paid quarterly after the close of the Company’s quarterly or annual report;

vi. Standard assignment of inventions, confidentiality requirements, non-solicitation requirements, and representations and warranties of the parties;

vii. Three weeks of paid vacation per year (of which one week may carry forward from year-to-year);

viii. A non-compete, in consideration for, among other things, an additional $1,000 per year of compensation, restricting him from competing against the Company or owning any percentage of any entity which is in the hemp or aerosol business, for a period until the later of (x) two years after the termination of the agreement, and (y) December 1, 2023, subject to certain exceptions;

ix. That the Company may terminate the agreement at any time for any reason (subject to the requirement to pay severance fee, as discussed below, where applicable); and

x. That in the event that Mr. Johnson’s employment with the Company is terminated by the Company other than due to his death, disability, the non-renewal of the agreement pursuant to its terms, or with cause (defined as his failure to substantially perform his duties, failure to comply with any written or oral direction of the Chief Executive Officer which relates to the performance of his duties, subject to certain exceptions, the commission of any criminal act which constitutes a felony or involves fraud, dishonesty, or moral turpitude, the failure to render services under the agreement due to alcohol or drug abuse, or a willful material violation of any employment policies of the Company or any material breach of any term of the employment agreement, subject where applicable under the agreement, the right to cure such breaches), or in the event Mr. Johnson terminates the agreement for good reason (as defined in the agreement as the Company’s failure to pay any compensation due to Mr. Johnson, a reduction in his compensation without his consent, the failure of the Company to provide adequate resources to Mr. Johnson (subject to certain exceptions), or any action by the Company, except as required by law or government regulation, which would adversely affect Mr. Johnson’s ability to perform his duties under the agreement or participate in any bonus or incentive plan), the Company is required to pay Mr. Johnson 12 months of severance (based on his then base salary), payable equally in 12 monthly installments. Upon termination of the agreement for any other reason he is due only accrued and unpaid compensation (and accrued vacation days) through the date of termination.

Gill Employment Agreement

Mr. Gill’s Employment Agreement provides for:

i. An effective date of December 1, 2020;

ii. Mr. Gill to serve as Chief Isolate Laboratory Technician of the Company;

iii. Mr. Gill to be employed until December 1, 2021, subject to automatic yearly renewals in the event the agreement is not terminated no less than 60 days prior to any applicable renewal date;

iv. Mr. Gill to be paid $175,000 per year, which may be increased by management from time to time, and for Mr. Gill to be eligible to be granted by the management of the Company or the Board of Directors, stock option or cash bonuses in the discretion of the Board and/or management;

v. Standard assignment of inventions, confidentiality requirements, non-solicitation requirements, and representations and warranties of the parties;

vi. Three weeks of paid vacation per year (of which one week may carry forward from year-to-year);

vii. A non-compete, in consideration for, among other things, an additional $1,000 per year of compensation, restricting him from competing against the Company or owning any percentage of any entity which is in the hemp or aerosol business, for a period to the later of (x) two years after the termination of the agreement and (y) December 1, 2023, subject to certain exceptions;

viii. That the Company may terminate the agreement at any time for any reason (subject to the requirement to pay severance fee, as discussed below, where applicable); and

ix. That in the event that Mr. Gill’s employment with the Company is terminated by the Company other than due to his death, disability, the non-renewal of the agreement pursuant to its terms, or with cause (defined as failure of Mr. Gill to substantially perform his duties, failure to comply with any written or oral direction of the Chief Executive Officer which relates to the performance of his duties, subject to certain exceptions, the commission of any criminal act which constitutes a felony or involves fraud, dishonesty, or moral turpitude, the failure to render services under the agreement due to alcohol or drug abuse, or a willful material violation of any employment policies of the Company or any material breach of any term of the employment agreement, subject where applicable under the agreement, the right to cure such breaches), or in the event Mr. Gill terminates the agreement for good reason (as defined in the agreement as the Company’s failure to pay any compensation due to Mr. Gill, a reduction in his compensation without his consent, the failure of the Company to provide adequate resources to Mr. Gill (subject to certain exceptions), or any action by the Company, except as required by law or government regulation, which would adversely affect Mr. Gill’s ability to perform his duties under the agreement or participate in any bonus or incentive plan), the Company is required to pay Mr. Gill 12 months of severance (based on his then base salary), payable equally in 12 monthly installments. Upon termination of the agreement for any other reason, he is due only accrued and unpaid compensation (and accrued vacation days) through the date of termination.

* * * * *

The foregoing descriptions of the Gill Employment Agreement and Johnson Employment Agreement, are not complete and are qualified in their entirety by the Employment Agreements with Gill and Johnson, copies of which are attached as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated in this Item 5.02 by reference in their entirety.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Purchase Agreement, the Company designated a new series of preferred stock, Series A Convertible Preferred Stock (the “Series A Preferred Stock” and the certificate of designation setting forth the rights thereof, the “Series A Designation”) of the Company. The Series A Preferred Stock and Series A Designation are described in greater detail below.

Series A Convertible Preferred Stock

The Series A Designation, which was approved by the Board of Directors of the Company on November 10, 2020, and filed by the Company with the Secretary of State of Nevada on November 12, 2020 (and effective the same date), designated 16,500,000 shares of Series A Preferred Stock, $0.001 par value per share. The Series A Preferred Stock has the following rights:

Dividend Rights. The Series A Preferred Stock does not accrue any dividends, provided that the holders of Series A Preferred Stock are entitled to such dividends paid and distributions made to the holders of common stock in cash, to the same extent as if such holders had converted the Series A Preferred Stock into common stock at the Conversion Rate (described below under “Conversion Rights”)(without regard to any limitations on conversion herein or elsewhere) and had held such shares of common stock on the record date for such dividends and distributions.

Liquidation Preference. The Series A Designation provides that the Series A Preferred Stock has a liquidation preference which is (a) pari passu with respect to the Company’s common stock; and (b) junior to all current and future senior indebtedness of the Company. If the Company determines to liquidate, dissolve or wind-up its business and affairs, the Company will prior to or concurrently with the closing, effectuation or occurrence of any such action, pay the holders of the Series A Preferred Stock, pari passu with the holders of the Series C Preferred Stock and common stock, an amount equal to the Liquidation Preference per share of Series A Preferred Stock. The “Liquidation Preference” per share of the Series A Preferred Stock is equal to $0.80 per share, or $13,200,000 in aggregate.

Conversion Rights. Each share of Series A Preferred Stock is convertible into common stock of the Company on a one-for-one basis (subject to customary adjustments for stock splits, stock dividends and recapitalizations affecting the Company’s common stock and Series A Preferred Stock)(the “Conversion Rate”), at the option of the holder thereof, at any time following the second anniversary of the Razor Jacket Closing.

Voting Rights. The Series A Preferred Stock have no voting rights on general matters to come before the shareholders of the Company; however, the Company is prohibited from undertaking any of the following actions without the approval of holders holding a majority of the then aggregate shares of Series A Preferred Stock:

(a) Increasing or decreasing (other than by redemption or conversion) the total number of authorized shares of Series A Preferred Stock;

(b) Re-issuing any shares of Series A Preferred Stock converted pursuant to the terms of the Series A Designation;

(d) Altering or changing the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares of such series; or

(e) Amending or waiving any provision of the Company’s Articles of Incorporation or Bylaws relative to the Series A Preferred Stock so as to affect adversely the shares of Series A Preferred Stock in any material respect as compared to holders of other series of shares.

Redemption Rights. The Series A Preferred Stock does not have any redemption rights.

As discussed above, no shares of Series A Preferred Stock were issued at the Razor Jacket Closing and instead such shares of Series A Preferred Stock will be earned over time, pursuant to the terms of the Purchase Agreement, if at all.

The foregoing descriptions of the Series A Designation do not purport to be complete and are qualified in its entirety by reference to the Series A Designation, a copy of which is incorporated by reference as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 in its entirety by reference.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The financial statements associated with the acquisition of the Assets, to the extent required to be disclosed pursuant to this Item 9.01, will be filed no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

Pro forma financial information relative to the acquisition of the Assets, to the extent required to be disclosed pursuant to this Item 9.01, will be filed no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

The following Exhibits are filed herewith:

Exhibit Number		Description of Exhibit
2.1+		Asset Purchase and Sales Agreement dated October 23, 2020, by and between Rapid Therapeutic Science Laboratories, Inc., as purchaser, and Razor Jacket, LLC, Frank Gill, and Ryan Johnson, as sellers (filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 29, 2020, and incorporated herein by reference)(File No. 000-55018).
2.2*		First Amendment to Asset Purchase and Sales Agreement dated November 16, 2020, by and between Rapid Therapeutic Science Laboratories, Inc., as purchaser, and Razor Jacket, LLC, Frank Gill, and Ryan Johnson, as sellers
3.1*		Certificate of Designation of Rapid Therapeutic Science Laboratories, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock as filed with the Secretary of State of Nevada on November 12, 2020
10.1*		Employment Agreement entered into between Rapid Therapeutic Science Laboratories, Inc. and Frank Gill, dated November 16, 2020
10.2*		Employment Agreement entered into between Rapid Therapeutic Science Laboratories, Inc. and Ryan Johnson, dated November 16, 2020
10.3*		Assignment of Intellectual Property Agreement dated November 16, 2020, by and between Rapid Therapeutic Science Laboratories, Inc., Razor Jacket, LLC, Frank Gill and Ryan Johnson
10.4*		Trading Agreement dated November 16, 2020, between Frank Gill and Rapid Therapeutic Science Laboratories, Inc.
10.5*		Trading Agreement dated November 16, 2020, between Frank Gill, Ryan Johnson and Rapid Therapeutic Science Laboratories, Inc.

*Filed herewith.

+Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, that Rapid Therapeutic Science Laboratories, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RAPID THERAPEUTIC SCIENCE

LABORATORIES, INC.

Date: November 18, 2020

/s/ Donal R. Schmidt, Jr.

Name: Donal R. Schmidt, Jr.

Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
2.1+		Asset Purchase and Sales Agreement dated October 23, 2020, by and between Rapid Therapeutic Science Laboratories, Inc., as purchaser, and Razor Jacket, LLC, Frank Gill, and Ryan Johnson, as sellers (filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 29, 2020, and incorporated herein by reference)(File No. 000-55018).
2.2*		First Amendment to Asset Purchase and Sales Agreement dated November 16, 2020, by and between Rapid Therapeutic Science Laboratories, Inc., as purchaser, and Razor Jacket, LLC, Frank Gill, and Ryan Johnson, as sellers
3.1*		Certificate of Designation of Rapid Therapeutic Science Laboratories, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock as filed with the Secretary of State of Nevada on November 12, 2020
10.1*		Employment Agreement entered into between Rapid Therapeutic Science Laboratories, Inc. and Frank Gill, dated November 16, 2020
10.2*		Employment Agreement entered into between Rapid Therapeutic Science Laboratories, Inc. and Ryan Johnson, dated November 16, 2020
10.3*		Assignment of Intellectual Property Agreement dated November 16, 2020, by and between Rapid Therapeutic Science Laboratories, Inc., Razor Jacket, LLC, Frank Gill and Ryan Johnson
10.4*		Trading Agreement dated November 16, 2020, between Frank Gill and Rapid Therapeutic Science Laboratories, Inc.
10.5*		Trading Agreement dated November 16, 2020, between Frank Gill, Ryan Johnson and Rapid Therapeutic Science Laboratories, Inc.

*Filed herewith.

FIRST AMENDMENT TO PURCHASE AGREEMENT

This First Amendment to Purchase Agreement (this “Agreement”), dated and effective November 16, 2020 (the “Effective Date”), amends that certain Asset Purchase sand Sales Agreement, dated October 23, 2020^¹ (the “Purchase Agreement”), entered into by and between Rapid Therapeutic Science Laboratories, Inc. (“RTSL”) (the “Purchaser”) and Razor Jacket, LLC, a limited liability company formed in the State of Oregon (“Razor”), Frank Gill, Individually (“Gill”), and Ryan Johnson, Individually (“Johnson”, and collectively with Gill and Razor Jacket, the “Sellers”).

WHEREAS, the Purchaser and Sellers desire to amend the Purchase Agreement on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof, the parties hereto agree as follows:

1. Amendment to Purchase Agreement. Effective as of the Effective Date, Exhibit A of the Purchase Agreement shall be amended and replaced by the attached Exhibit A. In addition, the Exhibit G is replaced by the attached Exhibit G.

2. Effect of Agreement; Purchase Agreement to Continue in Full Force and Effect. Upon the effectiveness of this Agreement, each reference in the Purchase Agreement to “Purchase Agreement”, “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Purchase Agreement as modified or amended hereby. Except as specifically modified or amended herein, the Purchase Agreement and the terms and conditions thereof shall remain in full force and effect.

3. Entire Agreement. This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the parties, whether written, oral or otherwise. This Agreement shall be read in connection with the Purchase Agreement (as amended hereby).

4. Counterparts and Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

¹ https://www.sec.gov/Archives/edgar/data/1575659/000139390520000310/rtsl_ex21.htm

First Amendment to Purchase Agreement

Page 1 of 2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written to be effective as of the Effective Date.

Sellers:

Razor Jacket, LLC

By: /s/ Frank Gill

Name: Frank Gill

Title: Managing Member

and

By: /s/ Ryan Johnson

Name: Ryan Johnson

Title: Managing Member

By: /s/ Frank Gill

Name: Frank Gill, Individually

By: /s/ Ryan Johnson

Name: Ryan Johnson, Individually

Purchaser:

Rapid Therapeutic Science Laboratories, Inc.

By: /s/ Donal R. Schmidt, Jr.

Name: Donal R. Schmidt, Jr.

Title: CEO

First Amendment to Purchase Agreement

Page 2 of 2

EXHIBIT A

“Assets” shall include:

(i) all intangible assets (including goodwill) of Razor Jacket;

(ii) all inventory of Razor Jacket (the “Inventory”);

(iii) to the extent their transfer is permitted by applicable law, all governmental approvals, including all applications therefor;

(iv) all equipment of Razor Jacket, as set forth below; and

(v) all goodwill of Razor Jacket.

All intellectual property rights associated with or related to the Assets, including but not limited to:

(i) Technical documentation reflecting engineering, maintenance, servicing and production data, design data, plans, specifications, drawings, technology, know how, trade secrets, confidential business information, research and development, servicing and maintenance processes, customer and supplier lists, pricing and cost information and business and marketing plans and proposals, relating to the Assets or to the maintenance of Assets and all documentary evidence thereof, including without limitation the technical information incorporated in such documentation; and

(ii) To the extent that intellectual property is entered in pertinent patent, copyright and trademark registers or offices, to the full extent permitted by law, all related files in Sellers’ direct and indirect possession and all documents, certificates and declarations necessary to enable Purchaser to register such intellectual property in its name.

All rights, liabilities, requirements, and obligations of Sellers under any agreements, documents, understandings or contracts, associated with the Assets.

The goodwill of Sellers relating to the Assets, all information in the possession of Sellers relating to the operations of the Assets, the exclusive right of the Purchaser to represent itself as carrying on the business of the Assets as well as all corporate business opportunities of Sellers relating to the Assets.

All product manuals, sales literature, parts or replacement parts, marketing materials or signs related to the Assets.

All books, records, documents, files, customer lists, procedural manuals and other printed or written materials, whether stored electronically or otherwise, concerning the Assets (“Books and Records”).

All warranty rights associated with the Assets. All warranties and guaranties given to, assigned to or benefiting Sellers regarding the acquisition, or the construction, design, use, operation, management or maintenance of any of the Assets.

Seller’s lists of suppliers and contact information in connection therewith.

The Assets include, but are not limited to, the following items:

Item	Quantity	Value
1. Cascade 20L Filter Reactor Package (Complete 20L Filter Reactor System includes 20L 3.3 borosilicate glass jacketed reactor on mobile stand and removable filter housing mobile cart. -90°C to +200°C reactor temp range with deltaT of 110°C. Reactor includes: spray ball, overpressure relief valve, PTFE filter housing, adjustable PTFE stir shaft & paddles, Heidolph Precision 200 overhead stir motor on height adjustable frame, powerful -90°C to +200°C temperature control by Huber or Julabo (NRTL Certified), Agilent IDP7 scroll pump, (NRTL Certified) -50°C cold trap (NRTL Certified), 10L glass carboy with cap integrated on mobile cart, all thermofluids, hoses, connection hardware, fittings. Includes on-site setup and training.)	1	$	179,000
2. Pure Path PLC (PURE PATH 100 Asahi DN100 with 2 liter Jacketed Fill Funnel, PLC, Heidolph Precision 200 overhead stirrer, Huber CC-202C Huber CC-304B, Huber Mininstat 230, Huber TC100, Huber Minciller 600, Agilent AX-65 Diffusion pump with IDP7 scroll backing pump, Rack, all Thermofluids, hoses, connection fittings, and Installation & Setup MAXTRAP105 -105°C Vacuum Cold Trap)	1	$	174,997
3. HBX Benchtop Rotary Evaporator, 5L (Heidolph Green Package Includes Hei-Vap Ultimate Control, 3GBL glass set, vapor and auto accurate sensors, tubing, 115V, 12AMP, 60Hz, Hei-chill 600 chiller with 600W cooling at -10C, 115V, 12AMP, 60Hz Valve Tec Vacuum System, 12mbar, .75m3 per hour pumping speed, 115V, 12AMP, 60Hz	1	$	22,257
4. Ultra-sonic homogenizer	1	$	1,500
5. Hei-Vap 5 L Bench Top	1	$	25,000
6. So-Low -85°C Ultra-Low Chest Freezer - 14 Cubic Ft.	1	$	7,000
7. Bead Bath, 20L Beads, 120V (20L Bath,15L Beads, 120V, Type "B" plug, NRTL, MFG: Cascade Sciences)	1	$	1,900
8. C1D1 Large Stir Plate	1	$	1,500
9. Solvent recovery kettle & Chiller	1	$	14,000
10. Firesafe for Solvent storage	1	$	1,500
11. 5 Buchner Funnels, Flask, air compressor, beakers, and other lab glass ware	1	$	25,000

12. Mobile Stand, CVO-5 Double, Steel, Blue

(Blue Powdercoat Steel Mobile Stand For Cascade CVO-5 DOUBLE UP Package: Fits 2 each CVO-5 vacuum ovens. Locking casters, 2 each side-mounted shelves.)

1

$

1,500

13. Cascade CVO-5 PRO Vacuum Package,120V

(Cascade Sciences PRO Vacuum Package includes: CVO-5 Vacuum oven, 4.5 Cubic Ft. (127L), 18”W x 24”D x 18”H, 5 shelves, ambient +26°F to 302°F (+14.4°C to 150°C), NRTL, 120V. MAXEVAP connection Kit, Agilent IDP7, 5.4 CFM dry scroll vacuum pump, 120V, NRTL.)

1

$

13,997

14. Agilent IDP7 with exhaust hose and Power-cord

(Agilent IDP7 5.4 cfm Oil-Free, Scroll Pump with Deep Vacuum Feature with exhaust hose and 115v power cord)

1

$

5,250

15. Cascade 82/220g Touchscreen Balance

(82g/220g Touchscreen Balance. Includes:

• ISO 17025:2017 Certificate of Calibration

• NTEP Certified

• 5 yr warranty

• Internally calibrated

• Color capacitive touch-screen

• IR Proximity Sensors for hands free operation

1

$

5,995

16. Communication; WiFi, 2xUSB (USB-A and USB-B), Ethernet, 2xRS-232)

17. Cascade 30kg Portable Waterproof Balance

(30kg Portable Waterproof Balance. Includes:

• ISO 17025:2017 Certificate of Calibration

• 3 yr warranty

• Externally calibrated

• Internal, rechargeable battery - 45 hour operation time on battery

• Communication: RS-232)

1

$

2,495

18. Tools, Second Air compressor, air wrench, impact drivers, and, etc.

1

$

15,000

19. California Air Tools 60040CAD 4-HP 60 Gal Air Compressor

$

1,570

20. Heidolph Single-Channel Pump Head: SP Vario

$

1,569

21. Heidolph Peristaltic Pump: PD 5206, 115v

$

3,590

22. HPLC Standards and associates

1

$

6,500

$

511,120

Note: Bold items indicate new equipment to be installed by Factory reps.

ASSIGNMENT OF INTELLECTUAL PROPERTY

THIS ASSIGNMENT OF INTELLECTUAL PROPERTY (this “Assignment”) is entered into effective as November 16, 2020 (the “Effective Date”), by and between Frank Gill, Ryan Johnson and Razor Jacket, LLC, respectively individuals living in Oregon and an Oregon limited liability company (collectively the “Assignor”), jointly and severally on the one hand, and Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (“Assignee”), on the other hand.

WHEREAS, Assignor and Assignee are party to that certain Asset Purchase Agreement dated October 23, 2020 (as amended to date, the “Asset Purchase Agreement”), by and between Assignee and Assignor;

WHEREAS, Assignor owns certain Intellectual Property related to the business of Razor Jacket (the “Assigned Intellectual Property”);

WHEREAS, Assignor has agreed to assign, convey, and set over unto Assignee, and hereby does assign, convey, and set over unto Assignee all of Assignor’s right, title, and interest in and to the Assigned Intellectual Property and certain Intellectual Property, all in accordance with the terms and conditions of this Assignment, and pursuant to the terms of the Asset Purchase Agreement, and for the consideration set forth therein; and

WHEREAS, certain capitalized terms used herein which are not otherwise defined have the meanings given to such terms in the Asset Purchase Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and in the Asset Purchase Agreement, and other good and valuable consideration, including, but not limited to the Purchase Price and Employment Terms set forth in the Asset Purchase Agreement, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Definition of Intellectual Property. As used in this Assignment, “Intellectual Property” means, without limitation, and in addition to any and all non-enumerated intellectual property of any nature owed by Razor Jacket and/or to which Razor Jacket has a right of ownership or assignable other right or interest, all of the following (directly or indirectly related to, in connection with, or resulting from Assignor’s work as an independent contractor, manager and/or employee for or with Razor Jacket or any subsidiary or affiliate of Razor Jacket/related to the business, operations, sales, marketing, manufacturing of advertising of Razor Jacket anywhere in the world and all legal rights, title, or interest in the following (directly or indirectly related to, in connection with, or resulting from Assignor’s work as an independent contractor, manager and/or employee for or with Razor Jacket or any subsidiary or affiliate of Razor Jacket)/related to the business, operations, sales, marketing, manufacturing or advertising of Razor Jacket, arising under the laws of the United States, any state, or any other country or international treaty regime, whether or not filed, perfected, registered or recorded and whether now or later existing, filed, issued or acquired, including all renewals:

Page 1 of 7

(a) all patents and applications for patents and all related reissues, reexaminations, divisions, renewals, extensions, provisionals, continuations and continuations in part, including but not limited to the patents and patent applications listed in Appendix A (attached hereto and hereby incorporated by reference into this Assignment);

(b) all copyrights, copyright registrations and copyright applications, copyrightable works, and all other corresponding rights;

(c) all mask works, mask work registrations and mask work applications, and all other rights relating to semiconductor design and topography;

(d) all industrial designs, industrial models, utility models, certificates of invention and other indices of invention ownership, and any related registrations and applications;

(e) all trade dress and trade names, logos, Internet addresses and domain names, trademarks and service marks and related registrations and applications, including any intent to use applications, supplemental registrations and any renewals or extensions, all other indicia of commercial source or origin, and all goodwill of any business associated with any of the foregoing;

(f) all inventions (whether patentable or not and whether or not reduced to practice), invention disclosures, invention notebooks, file histories, know how, technology, technical data, trade secrets as that term is defined under Texas Civil Practices & Remedies Code § 134A.002., confidential business information, manufacturing and production processes and techniques, research and development information, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer, distributor, reseller and supplier lists and information, correspondence, records, and other documentation, and other proprietary information of every kind, including but not limited to the inventions and invention disclosures listed in Appendix A (attached hereto and hereby incorporated by reference into this Assignment);

(g) all computer software including but not limited to all source code, object or executable code, firmware, software compilations, software implementations of algorithms, software tool sets, compilers, software models and methodologies, development tools, files, records, technical drawings, and data relating to the foregoing;

(h) all databases and data collections and all rights in the same;

(i) all rights of paternity, integrity, disclosure, and withdrawal, and any other rights that may be known or referred to as “moral rights,” in any of the foregoing;

(j) any rights analogous to those set forth in the preceding clauses and any other proprietary rights relating to intangible property;

(k) all tangible embodiments of any of the foregoing, in any form and in any media;

Page 2 of 7

(l) all versions, releases, upgrades, derivatives, enhancements and improvements of any of the foregoing; and

(m) all statutory, contractual and other claims, demands, and causes of action for damages, enhanced damages, penalties, royalties, fees, or other recompense or entitlement to compensation from, or related to infringement, misappropriation or violation of any of the foregoing Assigned Intellectual Property, and all of the proceeds from the foregoing that are accrued and unpaid as of, and/or accruing after, the Effective Date.

2. Intellectual Property Assignment. Assignor hereby assigns, transfers and conveys, unto Assignee, and Assignee accepts the assignment by Assignor of, all of Assignor’s right, title, and interest, in and to the Assigned Intellectual Property, the same to be held and enjoyed by Assignee for its own use and benefit, and for the use and benefit of its successors, assigns, or other legal representatives, as fully and entirely as the same would have been held and enjoyed by Assignor if this assignment and sale had not been made.

3. Covenants. Assignor hereby covenants and agrees that [he/it] will, at any time upon request, consistent with the terms and conditions of this Agreement and the Asset Purchase Agreement, execute and deliver any and all papers that may be necessary or desirable to perfect title to the Assigned Intellectual Property, and all other rights, title, and interests assigned hereunder, to Assignee, its successors, assigns, or other legal representatives. Assignor further covenants and agrees that [he/it] will, at any time upon request, communicate to Assignee, its successors, assigns or other legal representatives, such facts as requested by Assignee relating to the Assigned Intellectual Property. Assignor hereby further, jointly and severally covenants that it/they will cooperate in any and all reasonable ways in supporting Assignee’s efforts, if any, in pursuing or defending claims related to the Assigned Intellectual Property, including without limitation, testifying, providing declarations, identifying and gathering evidence to which Assignees reasonably has access or control, and joining in actions (at Assignee’s expense) as is necessary according to applicable law for the pursuit or defense of such actions.

4. Representations and Warranties. To induce Assignee to enter into this Assignment with Assignor, the Assignor, jointly and severally, represents and warrants the following:

(a) Assignor has all requisite capacity and authority to execute and deliver this Assignment and any and all other instruments and agreements required to be executed and delivered by such Assignor pursuant to this Assignment. This Assignment and any other agreements executed in connection herewith by Assignor represent valid and binding obligations of Assignor enforceable against Assignor in accordance with their terms.

(b) Neither the execution and delivery by Assignor of this Assignment, nor the consummation by Assignor of the transactions contemplated herein, will violate, or be in conflict with, or constitute a default (or an event or condition that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any debt, liability, contract, agreement, or other arrangement to which Assignor is a party.

Page 3 of 7

(c) Assignor has not assigned, transferred, or conveyed, and will not hereafter attempt to assign, transfer, or convey, the Assigned Intellectual Property, or any other rights, title, and interests assigned hereunder, or any interest or right therein, to any person or entity other than to Assignee pursuant to this Assignment. Assignor has no knowledge of any claim of ownership by any other party in and to the Assigned Intellectual Property assigned hereunder.

(d) No individual other than those identified herein, are or were inventors, non-employee authors or software programmers, and/or otherwise owners of any Assigned Intellectual Property, or in the alternative Assignor has acquired, and attaches hereto as part of Appendix A, operative assignments of all rights and interests of such third parties as pertain to any portion of Assigned Intellectual Property.

5. Indemnification. To further induce Assignee to enter into this Assignment, Assignor agrees and covenants to indemnify, defend, and hold harmless Assignee, and Assignee’s officers, directors, shareholders, partners, successors, assigns, agents, and attorneys (collectively, the “Indemnitees” or, each individually, an “Indemnitee”) from and against all demands, claims, actions, or causes of action, assessments, losses, taxes, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties, and reasonable attorneys' fees and expenses (collectively, “Damages”), asserted against, assessed upon, resulting to, imposed upon, or incurred by an Indemnitee by reason of or resulting from a breach or threatened breach of any representation, warranty, covenant, obligation, or agreement of Assignor contained in or made pursuant to this Assignment or any facts or circumstances constituting such a breach, or any such Damages accruing prior to the Effective Date of this Assignment or otherwise arising as a result of Assignor’s ownership, usage, or handling of the Assigned Intellectual Property, as well as all other rights, title, and interests assigned hereunder, prior to the Effective Date of this Assignment.

6. Assumption of Liabilities. Assignee assumes any and all liabilities, if any, associated with the Assigned Intellectual Property accruing after the Effective Date.

7. Severability. If any provision of this Assignment is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, then (a) in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Assignment a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable; and (b) the legality, validity, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

8. Confidentiality. Assignor acknowledges and agrees that this Assignment, the Assigned Intellectual Property (to the extent not publicly accessible at the execution hereof, or later rendered as such by law or action of Assignee), as well as all other rights, title, and interests assigned hereunder, as well as any and all, non-public information pertaining to the business of Assignee is “Confidential Information” and is the sole and exclusive property of Assignee. Assignor agrees that it will not, at any time after the Effective Date of this Assignment, disclose any such Confidential Information to any third party or use such Confidential Information in any other way adverse to Assignee without Assignee’s consent. Provisions of this Section shall not

Page 4 of 7

apply to information which is or becomes available to the general public through no fault or actions taken by Assignor or which is required by law to be disclosed by Assignor, provided that Assignor shall give Assignee written notice of such requirement prior to disclosure so that Assignee may seek a protective order or other appropriate relief.

9. Survival of Certain Provisions. All representations, warranties, covenants, and obligations of Assignor shall survive the termination, expiration, or cancellation of this Assignment.

10. Successors. The provisions of this Assignment will be binding on the assigns, successors in interest, personal representatives, estates, heirs, and legatees of each of the parties hereto.

11. GOVERNING LAW AND VENUE. THIS ASSIGNMENT HAS BEEN EXECUTED IN, AND WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND APPLIED AND ENFORCED, WITH RESPECT TO CONTRACT LAW ISSUES, IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND, WITH RESPECT TO INTELLECTUAL PROPERTY LAW ISSUES, THE STATUTORY AND REGULATORY LAWS OF THE UNITED STATES AND (AS APPLICABLE) THE COMMON LAW OF THE COURT OF APPEALS FOR THE FEDERAL CIRCUIT OR THE FIFTH CIRCUIT COURT OF APPEALS. FURTHERMORE, EACH PARTY AGREES THAT EXCLUSIVE VENUE FOR ANY ACTION, PROCEEDING OR SUIT ARISING FROM OR OUT OF, EITHER DIRECTLY OR INDIRECTLY, THIS ASSIGNMENT SHALL BE IN A FEDERAL OR STATE COURT IN THE STATE OF TEXAS.

12. Amendment. This Assignment may only be amended by the written consent of all of the parties to this Assignment at the time of such proposed amendment.

13. Entire Agreement; Counterparts. This Assignment contains the entire understanding among the parties concerning the subject matter contained herein. There are no representations, agreements, arrangements or understandings, oral or written, between or among the parties hereto, relating to the subject matter of this Assignment, which are not fully expressed in such documents. This Assignment may be executed in one or more counterparts, all of which taken together will be considered one and the same agreement.

14. Headings. The section headings contained in this Assignment are for convenience only and should not be construed as part of this Assignment.

15. Waiver. The waiver by any party hereto of a breach of any provision of this Assignment does not operate as, and should not be construed as, a waiver of any subsequent breach by any party.

[remainder of page intentionally left blank - signature page follows]

Page 5 of 7

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their duly authorized officers or agents, if applicable, effective as of the Effective Date.

ASSIGNOR:

Razor Jacket, LLC

By: /s/ Ryan Johnson

Its: Managing Member

Printed Name: Ryan Johnson

By: /s/ Frank Gill

Its: Managing Member

Printed Name: Frank Gill

/s/ Frank Gill

Frank Gill, Individually

/s/ Ryan Johnson

Ryan Johnson, Individually

ASSIGNEE:

Rapid Therapeutic Science Laboratories, Inc.

By: /s/ Donal R. Schmidt, Jr.

Its: CEO

Printed Name: Donal R. Schmidt, Jr.

[remainder of page intentionally left blank - Appendix A follows]

Page 6 of 7

APPENDIX A

1.Exclusive complete process for converting raw hemp or cannabis crude into distinct isolates of CBD, THC and all other minor cannabinoids and/or associated terpenes including, but not limited to, the modification of existing commercial or specialty equipment fabricated and assembled to work in conjunction with Razor Jacket, LLC’s current processes.

Page 7 of 7

Certificate, Amendment or Withdrawal of Designation

NRS.1955, 78.1955(6)

[X] Certificate of Designation

1. Entity information:

Name of entity: RAPID THERAPEUTIC SCIENCE LABORATORIES, INC.

Entity or Nevada Business Identification Number (NVID): E00093122013-4

2. Effective date and For Certificate of Designation or Date:

Date: _______________ (Optional)

3. Class or series of stock:

The class or series of stock being designated within this filing: Series A Convertible Preferred Stock

4. Information for amendment of class or series of stock: _________________

5. Amendment of class or series of stock:

Before Issuance of Class or Series: As of the date of this certificate no shares of the class or series of stock have been issued.

After Issuance of Class or Series: The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or certificate of designation.

6. Resolution:

CERTIFICATE OF DESIGNATION OF RAPID THERAPEUTIC SCIENCE LABORATORIES, INC. [Continued on attached additional pages]

7. Withdrawal:

8. Signature:

Signature of Officer: /s/ D. Hughes Watler

Date: 11/12/2020

ESTABLISHING THE DESIGNATION, PREFERENCES,

LIMITATIONS AND RELATIVE RIGHTS OF ITS

SERIES A CONVERTIBLE PREFERRED STOCK

Pursuant to Section 78.1955 of the Nevada Revised Statutes (the “NRS”), Rapid Therapeutic Science Laboratories, Inc., a company organized and existing under the State of Nevada (the “Company”),

DOES HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of the Company, as amended, and pursuant to Section 78.1955 of the NRS, the Board of Directors, by unanimous written consent of all members of the Board of Directors on November 10, 2020, duly adopted a resolution providing for the issuance of a series of Sixteen Million and Five Hundred Thousand (16,500,000) shares of Series A Convertible Preferred Stock, which resolution is and reads as follows:

RESOLVED, that pursuant to the authority expressly granted to and invested in the Board of Directors by the provisions of the Articles of Incorporation of the Company, as amended and Section 78.1955 of the NRS, a series of the preferred stock, par value $0.001 per share, of the Company be, and it hereby is, established; and

FURTHER RESOLVED, that the series of preferred stock of the Company be, and it hereby is, given the distinctive designation of “Series A Convertible Preferred Stock”; and

FURTHER RESOLVED, that the Series A Convertible Preferred Stock shall consist of Sixteen Million and Five Hundred Thousand (16,500,000) shares; and

FURTHER RESOLVED, that the Series A Convertible Preferred Stock shall have the powers and preferences, and the relative, participating, optional and other rights, and the qualifications, limitations, and restrictions thereon set forth in this Certificate of Designation (the “Designation” or the “Certificate of Designation”) below:

1. Dividends.

1.1 Dividends in General. The Series A Convertible Preferred Stock shall not accrue any dividends , provided that, the Holders shall, as holders of Series A Convertible Preferred Stock, be entitled to such dividends paid and Distributions made to the holders of Common Stock to the same extent as if such Holders had converted the Series A Convertible Preferred Stock into Common Stock (without regard to any limitations on conversion herein or elsewhere) and had held such shares of Common Stock on the record date for such dividends and Distributions. Payments under the preceding sentence shall be made concurrently with the dividend or Distribution to the holders of Common Stock. Following the occurrence of a Liquidation Event (as hereinafter defined) and the payment in full to a Holder of its applicable Liquidation Preference, such Holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock. No Distributions shall be made with respect to the Common Stock until all past due, if any, and/or declared dividends on the Series A Convertible Preferred Stock have been paid or set aside for payment to the Holders. Notwithstanding the foregoing, the Holders shall have no right of participation in connection with dividends or Distributions made to the Common Stock shareholders consisting solely of shares of Common Stock.

1.2 Non-Cash Distributions. Whenever a Distribution provided for in this Section 1 shall be payable in property other than cash, the value of such Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board of Directors.

Rapid Therapeutic: Certificate of Designation of Series A Convertible Preferred Stock

Page 1

1.3 Other Distributions. Subject to the terms of this Certificate of Designation, and to the fullest extent permitted by the NRS, the Company shall be expressly permitted to redeem, repurchase or make distributions on the shares of its capital stock.

2. Liquidation Rights.

2.1 Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (each a “Liquidation Event”), the holders of Series A Convertible Preferred Stock shall be entitled to receive pari passu with any Distribution of any of the assets of the Company to the holders of the Company’s Common Stock and prior to any holders of any Junior Securities, by reason of their ownership of such stock, but not prior to any holders of the Company’s Senior Securities, which holders of the Senior Securities shall have priority to the Distribution of any assets of the Company, an amount per share for each share of Series A Convertible Preferred Stock held by them equal to the Liquidation Preference. If upon the liquidation, dissolution or winding up of the Company, the assets of the Company legally available for distribution to the holders of the Series A Convertible Preferred Stock and Common Stock (i.e., after payment of the Company’s liabilities and payment to any holders of the Company’s Senior Securities) are insufficient to permit the payment to such holders of the full amounts specified in this Section then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series A Convertible Preferred Stock (on an as-converted basis) and Common Stock in proportion to the full amounts they would otherwise be entitled to receive pursuant to this Section and applicable law. For the sake of clarity, the rights of the Series A Convertible Preferred Stock upon the occurrence of a Liquidation Event shall be pari passu with the rights of the Common Stock for all purposes.

2.2 Valuation of Non-Cash Consideration. If any assets of the Company distributed to stockholders in connection with any liquidation, dissolution, or winding up of the Company are other than cash, then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors.

2.3 Effecting a Merger or Consolidation. The Company shall not have the power to effect a Liquidation Event or other transaction which is a merger, consolidation or exchange pursuant to which the shareholders of the Company will, subsequent to such transaction, hold less than 50% of the voting securities of the resulting entity, unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Company shall be allocated among the holders of Series A Convertible Preferred Stock and Common Stock of the Company in accordance with Sections 2.1 and 2.2.

3. Conversion. The holders of the Series A Convertible Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

3.1 Holder Conversion.

(a) Each share of Series A Convertible Preferred Stock shall be convertible, at the option of the holder thereof (a “Conversion”), at any time following the second anniversary of the Closing Date, at the office of the Company or any Transfer Agent for the Series A Convertible Preferred Stock, into that number of fully-paid, nonassessable shares of Common Stock determined by dividing (i) the Original Issue Price for the Series A Convertible Preferred Stock by (ii) the Conversion Price (such shares of Common Stock issuable upon a Conversion, the “Shares”). In order to effectuate the Conversion under this Section 3.1, the Holder must provide the Company a written notice of conversion in the form of Exhibit A hereto (the “Notice of Conversion”). The Notice of Conversion must be dated no earlier than three Business Days from the date the Notice of Conversion is actually received by the Company.

Rapid Therapeutic: Certificate of Designation of Series A Convertible Preferred Stock

Page 2

(b) Mechanics of Conversion. In order to effect an Conversion, a Holder shall fax or email a copy of the fully executed Notice of Conversion to the Company (or in the discretion of the Company, the Transfer Agent). Upon receipt by the Company of a facsimile or emailed copy of a Notice of Conversion from a Holder, the Company (or the Transfer Agent) shall promptly send, via facsimile or email, a confirmation to such Holder stating that the Notice of Conversion has been received, the date upon which the Company (or the Transfer Agent) expects to deliver the Common Stock issuable upon such conversion and the name and telephone number of a contact person at the Company (or the Transfer Agent) regarding the Holder Conversion. The Holder shall surrender, or cause to be surrendered, the Preferred Stock Certificates being converted, duly endorsed, to the Company (or the Transfer Agent) at the address listed above (or the address of the Transfer Agent for the Series A Convertible Preferred Stock, if the Company is not serving as its own Transfer Agent for such Series A Convertible Preferred Stock) within three Business Days of delivering the fully executed Notice of Conversion. The Company shall not be obligated to issue shares of Common Stock upon a Conversion unless either (x) the Preferred Stock Certificates; or (y) the Lost Certificate Materials described in Section 10, below have been previously received by the Company or its Transfer Agent, unless such shares of Series A Convertible Preferred Stock are held in book-entry/non-certificated form. In the event the Holder has lost or misplaced the certificates evidencing the Preferred Stock, the Holder shall be required to provide the Company or the Company’s Transfer Agent (as applicable) with whatever documentation and fees each may require to re-issue the Preferred Stock Certificates and shall be required to provide such re-issued Preferred Stock Certificates to the Company within three Business Days of delivering the Notice of Conversion (the “Delivery Period”).

(c) Restricted Shares. Unless the Shares are covered by a valid and effective registration under the Securities Act or the Notice of Conversion provided by the Holder includes a valid opinion from an attorney stating that such shares of Common Stock issuable in connection with the Notice of Conversion can be issued free of restrictive legend, which shall be determined by the Company in its sole discretion, such shares shall be issued as Restricted Shares. In the event such Shares are separately covered by a contractual lock-up and/or restriction, such Shares shall be issued, in the discretion of the Company, with a legend disclosing such contract lock-up and/or restriction.

(d) Delivery of Common Stock upon Conversion. Upon the receipt of a Notice of Conversion, the Company (itself, or through its Transfer Agent) shall, no later than the fifth Business Day following the date of such receipt (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision of the Lost Certificate Materials), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing the Shares and (y) a certificate representing the number of shares of Series A Convertible Preferred Stock not being converted, if any. Notwithstanding the foregoing, if the Company’s Transfer Agent is participating in the Depository Trust Corporation (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the Holder thereof is not then required to return such certificate for the placement of a legend thereon, the Company shall cause its Transfer Agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver as provided above to the Holder physical certificates representing the Common Stock issuable upon Conversion. Further, a Holder may instruct the Company to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

(e) Failure to Provide Preferred Stock Certificates. In the event the Holder provides the Company with a Notice of Conversion, but fails to provide the Company with the Preferred Stock Certificates or the Lost Certificate Materials (as defined in Section 10 below), by the end of the

Rapid Therapeutic: Certificate of Designation of Series A Convertible Preferred Stock

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Delivery Period, the Notice of Conversion shall be considered void and the Company shall not be required to comply with such Notice of Conversion , unless such shares of Series A Convertible Preferred Stock are held in book entry/non-certificate form.

3.2 Fractional Shares. If any Conversion of Series A Convertible Preferred Stock would result in the issuance of a fractional share of Common Stock (aggregating all shares of Series A Convertible Preferred Stock being converted pursuant to a given Notice of Conversion), such fractional share shall be payable in cash based upon the market value of the Common Stock on the trading day immediately prior to the date of conversion (as determined in good faith by the Board of Directors) and the number of shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock shall be the next lower whole number of shares. If the Company elects not to, or is unable to, make such a cash payment, the Holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.

3.3 Taxes. The Company shall not be required to pay any tax which may be payable in respect to any transfer involved in the issue and delivery of shares of Common Stock upon Conversion in a name other than that in which the shares of the Series A Convertible Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid. The Company shall withhold from any payment due whatsoever in connection with the Series A Convertible Preferred Stock any and all required withholdings and/or taxes the Company, in its sole discretion deems reasonable or necessary, absent an opinion from Holder’s accountant or legal counsel, acceptable to the Company in its sole determination, that such withholdings and/or taxes are not required to be withheld by the Company.

3.4 No Impairment. The Corporation will not through any reorganization, transfer of assets, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of this Section 3 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the Holders of Series A Convertible Preferred Stock against impairment. Notwithstanding the foregoing, nothing in this Section shall prohibit the Company from amending its Articles of Incorporation with the requisite consent of its stockholders and the Board of Directors, provided that such amendment will not prohibit the Company from having sufficient authorized shares of Common Stock to permit conversion hereunder.

3.5 Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series A Convertible Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding shares of the Series A Convertible Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Convertible Preferred Stock, the Company will use its commercially reasonable efforts to take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

4. Adjustments for Recapitalizations.

4.1 Equitable Adjustments for Recapitalizations. (a) The Liquidation Preference and the Original Issue Price (each, as and if applicable) (the “Preferred Stock Adjustable Provisions”); (b) the Conversion Price (as and if applicable) (the “Common Stock Adjustable Provisions”), and (c) any and

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all other terms, conditions, amounts and provisions of this Designation which (i) pursuant to the terms of this Designation provide for equitable adjustment in the event of a Recapitalization (the “Other Equitable Adjustable Provisions”); or (ii) the Board of Directors of the Company determines in their reasonable good faith judgment is required to be equitably adjusted in connection with any Recapitalizations, shall each be subject to equitable adjustment as provided in Sections 4.2 through 4.3, below, as determined by the Board of Directors in their sole and reasonable discretion.

4.2 Adjustments for Subdivisions or Combinations of Common Stock. In the event the outstanding shares of Common Stock shall be subdivided (by stock split, by payment of a stock dividend or otherwise), into a greater number of shares of Common Stock, without a corresponding subdivision of the Series A Convertible Preferred Stock, the applicable Common Stock Adjustable Provisions and the Other Equitable Adjustable Provisions (if any) in effect immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately and equitably adjusted. In the event the outstanding shares of Common Stock shall be combined (by reclassification or otherwise) into a lesser number of shares of Common Stock, without a corresponding combination of the Series A Convertible Preferred Stock, the Common Stock Adjustable Provisions and the Other Equitable Adjustable Provisions (if any) in effect immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately and equitably adjusted.

4.3 Adjustments for Subdivisions or Combinations of Series A Convertible Preferred Stock. In the event the outstanding shares of Series A Convertible Preferred Stock shall be subdivided (by stock split, by payment of a stock dividend or otherwise), into a greater number of shares of Series A Convertible Preferred Stock, the applicable Preferred Stock Adjustable Provisions, Common Stock Adjustable Provisions and the Other Equitable Adjustable Provisions (if any) in effect immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately and equitably adjusted. In the event the outstanding shares of Series A Convertible Preferred Stock shall be combined (by reclassification or otherwise) into a lesser number of shares of Series A Convertible Preferred Stock, the applicable Preferred Stock Adjustable Provisions, Common Stock Adjustable Provisions and the Other Equitable Adjustable Provisions (if any) in effect immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately and equitably adjusted. Provided however that the result of any concurrent adjustment in the Common Stock (as provided under Section 4.2) and Series A Convertible Preferred Stock (as provided under Section 4.3) shall only be to affect the equitable adjustable provisions hereof once.

4.4 Other Adjustments. The Board of Directors of the Company shall also adjust equitably, and shall have the right to adjust equitably, any or all of the Preferred Stock Adjustable Provisions, Common Stock Adjustable Provisions or Other Equitable Adjustable Provisions from time to time, if the Board of Directors of the Company determine in their reasonable good faith judgment that such values and/or provisions are required to be equitably adjusted in connection with any Company action.

4.5 Adjustments for Reclassification, Exchange and Substitution.

(a) Except to the extent such Recapitalization Event is subject to Sections 4.1 through4.3, above (the “Recapitalization and Adjustment Rights”), and/or Section 2 (“Liquidation Rights”), if at any time or from time to time after the Closing Date there shall occur any capital reorganization, recapitalization, reclassification, share exchange, restructuring, consolidation, combination or merger involving the Company in which the Common Stock (but not the Series A Convertible Preferred Stock) is converted into or exchanged for shares of stock or other securities or property (including cash) of the Company or otherwise (other than a transaction covered by the Recapitalization and Adjustment Rights or Liquidation Rights) (each a “Recapitalization Event”), provision shall be made so that each Series A Convertible Preferred Holder shall thereafter be entitled to

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receive upon conversion of the shares of Series A Convertible Preferred Stock held by such Series A Convertible Preferred Holder the kind and number of shares of stock or other securities or property (including cash or any combination thereof) of the Company or otherwise, to which a Common Stock shareholder holding the number of shares of Common Stock into which the shares of Series A Convertible Preferred Stock held by such Series A Convertible Preferred Holder are convertible immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger (without regard for the Maximum Percentage) would have been entitled upon such event.

(b) In the event that the holders of Common Stock have the opportunity to elect the form of consideration to be received in the business combination, then the Company shall make adequate provision whereby the Holders of Series A Convertible Preferred Stock shall have the opportunity to determine the form of consideration into which all of the Series A Convertible Preferred Stock, treated as a single class, shall be convertible from and after the effective date of such business combination. If such opportunity is granted, such determination shall be based on the determination at a meeting duly called or via a written consent to action of a Majority In Interest, shall be subject to any limitations to which all holders of Common Stock are subject, such as pro rata reductions applicable to any portion of the consideration payable in such business combination, and shall be conducted in such a manner as to be completed by the date which is the earliest of (1) the deadline for elections to be made by holders of Common Stock and (2) two Business Days prior to the anticipated effective date of the business combination. Further, the Company shall not affect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

(c) If a conversion of Series A Convertible Preferred Stock is to be made in connection with a transaction contemplated by this Section 4.5 or a similar transaction affecting the Company (other than a tender or exchange offer), the conversion of any shares of Series A Convertible Preferred Stock may, at the election of the Holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated. In connection with any tender or exchange offer for shares of Common Stock, Holders of Series A Convertible Preferred Stock shall have the right to tender (or submit for exchange) shares of Series A Convertible Preferred Stock in such a manner so as to preserve the status of such shares as Series A Convertible Preferred Stock until immediately prior to such time as shares of Common Stock are to be purchased (or exchanged) pursuant to such offer, at which time that portion of the shares of Series A Convertible Preferred Stock so tendered which is convertible into the number of shares of Common Stock to be purchased (or exchanged) pursuant to such offer shall be deemed converted into the appropriate number of shares of Common Stock. Any shares of Series A Convertible Preferred Stock not so converted shall be returned to the Holder as Series A Convertible Preferred Stock.

(d) None of the foregoing provisions shall affect the right of a Holder of shares of Series A Convertible Preferred Stock to convert such Holder’s shares of Series A Convertible Preferred Stock into shares of Common Stock prior to the effective date of such business combination, subject to the terms of this Designation.

(e) In the event of any Recapitalization Event falling under this Section 4.5, in such case, appropriate adjustment shall be made in the application of the provisions of this Section 4.5 with respect to the rights and interests of the Series A Convertible Preferred Holders after such events to the end that the provisions of this Section 4.5 (including, but not limited to, adjustment of the Conversion Price in respect of any shares of Series A Convertible Preferred Stock then in effect and the number of shares issuable upon conversion of all such shares of Series A Convertible Preferred Stock) shall be applicable after that event as nearly reasonably as may be. The Company may not become a party to any such

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transaction unless its terms are consistent with the preceding requirements and such transaction is otherwise affected in accordance with this Designation.

4.6 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 4, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Convertible Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the reasonable written request at any time of any holder of Series A Convertible Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the Series A Convertible Preferred Stock.

5. Voting. The Series A Convertible Preferred Stock shall not have any voting rights, except as expressly set forth below under Section 6, “Protective Provisions”. Other than as provided herein or required by law, there shall be no series voting.

6. Protective Provisions.

6.1 Subject to the rights of series of preferred stock which may from time to time come into existence, so long as any shares of Series A Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (at a meeting duly called or by written consent, as provided by law) of the holders of a Majority In Interest:

(a) Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series A Convertible Preferred Stock;

(b) Re-issue any shares of Series A Convertible Preferred Stock converted pursuant to the terms of this Designation;

(d) Alter or change the rights, preferences or privileges of the shares of Series A Convertible Preferred Stock so as to affect adversely the shares of such series; or

(e) Amend or waive any provision of the Company’s Articles of Incorporation or Bylaws relative to the Series A Convertible Preferred Stock so as to affect adversely the shares of Series A Convertible Preferred Stock in any material respect as compared to holders of other series of shares.

7. Redemption Rights. The Series A Convertible Preferred Stock shall not have any redemption rights.

8. Notices.

8.1 In General. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile or email transmission, and shall be effective, unless otherwise provided herein, three days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party.

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9. No Preemptive Rights. No Holder shall have the right to repurchase shares of capital stock of the Company sold or issued by the Company except to the extent that such right may from time to time be set forth in a written agreement between the Company and such stockholder.

10. Replacement Preferred Stock Certificates. In the event that any Holder notifies the Company that a Preferred Stock Certificate evidencing shares of Series A Convertible Preferred Stock has been lost, stolen, destroyed or mutilated, the Company shall issue a replacement stock certificate evidencing the Series A Convertible Preferred Stock identical in tenor and date (or if such certificate is being issued for shares not covered in a redemption or conversion, in the applicable tenor and date) to the original Preferred Stock Certificate evidencing the Series A Convertible Preferred Stock, provided that the Holder executes and delivers to the Company and/or its Transfer Agent, as applicable, an affidavit of lost stock certificate and an agreement reasonably satisfactory to the Company and its Transfer Agent to indemnify the Company from any loss incurred by it in connection with such Series A Convertible Preferred Stock certificate, and provides the Company and/or its Transfer Agent such other information, documents and if applicable, bonds and indemnities as the Company or its Transfer Agent customarily requires for reissuances of stock certificates (collectively the “Lost Certificate Materials”); provided, however, the Company shall not be obligated to re-issue replacement stock certificates if the Holder contemporaneously requests the Company to convert or redeem the full number of shares evidenced by such lost, stolen, destroyed or mutilated certificate.

11. No Other Rights or Privileges. Except as specifically set forth herein, the Holders of the Series A Convertible Preferred Stock shall have no other rights, privileges or preferences with respect to the Series A Convertible Preferred Stock.

12. Miscellaneous.

12.1 Cancellation of Series A Convertible Preferred Stock. If any shares of Series A Convertible Preferred Stock are converted pursuant to Section 3, the shares so converted or redeemed shall be canceled and shall return to the status of designated, but unissued Series A Convertible Preferred Stock.

12.2 Further Assurances. Each Holder hereby covenants that, in consideration for receiving shares of Series A Convertible Preferred Stock, that he, she or it will, whenever and as reasonably requested by the Company, do, execute, acknowledge and deliver any and all such other and further acts, deeds, confirmations, agreements and documents as the Company or its Transfer Agent may reasonably require in order to complete, insure and perfect any of the terms, conditions or provisions of this Designation.

12.3 Technical, Corrective, Administrative or Similar Changes. The Company may, by any means authorized by law and without any vote of the Holders of shares of the Series A Convertible Preferred Stock, make technical, corrective, administrative or similar changes in this Designation that do not, individually or in the aggregate, adversely affect the rights or preferences of the Holders of shares of the Series A Convertible Preferred Stock.

12.4 Waiver/Amendment. Notwithstanding any provision in this Designation to the contrary, any provision contained herein and any right of the holders of Series A Convertible Preferred Stock granted hereunder may be waived and/or amended as to all shares of Series A Convertible Preferred Stock (and the Holders thereof) upon the written consent of a Majority In Interest, unless a higher percentage is required by applicable law, in which case the written consent of the Holders of not less than such higher percentage of shares of Series A Convertible Preferred Stock shall be required, and no separate approval of the holders of the Common Stock of the Company shall be required.

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12.5 Interpretation. Whenever possible, each provision of this Designation shall be interpreted in a manner as to be effective and valid under applicable law and public policy. If any provision set forth herein is held to be invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions of this Designation. No provision herein set forth shall be deemed dependent upon any other provision unless so expressed herein. If a court of competent jurisdiction should determine that a provision of this Designation would be valid or enforceable if a period of time were extended or shortened, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

13. Definitions. In addition to other terms defined throughout this Designation, the following terms have the following meanings when used herein:

13.1 “Asset Purchase Agreement” means that certain Asset Purchase and Sale Agreement dated October 23, 2020, by and between the Company, Razor Jacket, LLC, Frank Gill and Ryan Johnson, as such may be amended or modified from time to time.

13.2 “Business Day” means any day except Saturday, Sunday or any day on which banks are authorized by law to be closed in the City of Dallas, Texas.

13.3 “Closing Date” means the ‘Closing Date’ as defined in the Asset Purchase Agreement.

13.4 “Common Stock” shall mean the common stock, $0.001 par value per share of the Company.

13.5 “Conversion Price” shall equal $0.80 per share, subject to adjustment in connection with any Recapitalization.

13.6 “Distribution” shall mean the transfer of cash or other property without consideration whether by way of dividend or otherwise (other than dividends on Common Stock payable in Common Stock), other than: (i) repurchases of Common Stock (or securities convertible into Common Stock) in individually negotiated transactions, (ii) other repurchases allowed pursuant to the terms of this Designation, or (iii) any other repurchases or redemptions of capital stock of the Corporation approved by the Board of Directors of the Company.

13.7 “Exchange Act” means the Securities Exchange Act of 1934, as amended (and any successor thereto) and the rules and regulations promulgated thereunder.

13.8 “Holder” shall mean the person or entity in which the Series A Convertible Preferred Stock is registered on the books of the Company, which shall initially be the person or entity which such Series A Convertible Preferred Stock is issued to, and shall thereafter be permitted and legal assigns which the Company is notified of by the Holder and which the Holder has provided a valid legal opinion in connection therewith to the Company and to whom such Preferred Stock Shares are legally transferred.

13.9 “Junior Securities” shall mean each other class of capital stock or series of preferred stock of the Company other than the Common Stock established after the Closing Date, the terms of which do not expressly provide that such class or series ranks senior to or on parity with the Series A Convertible Preferred upon the liquidation, winding-up or dissolution of the Company.

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13.10 “Liquidation Preference” shall equal the Original Issue Price per share.

13.11 “Majority In Interest” means Holders holding a majority of the then aggregate shares of Series A Convertible Preferred Stock.

13.12 “Original Issue Date” means the date that such applicable shares of Series A Convertible Preferred Stock are actually earned and issued.

13.13 “Original Issue Price” shall mean $0.80 per share (as appropriately adjusted for any Recapitalizations).

13.14 “Preferred Stock Certificates” means the stock certificate(s) issued by the Company representing the applicable Series A Convertible Preferred Stock shares.

13.15 “Recapitalization” shall mean any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event described in Sections 4.2 through 4.3.

13.16 “Restricted Shares” means shares of the Company’s Common Stock which are restricted from being transferred by the Holder thereof unless the transfer is affected in compliance with the Securities Act and applicable state securities laws (including investment suitability standards, which shares shall bear the following restrictive legend (or one substantially similar):

The securities represented by this certificate have not been registered under the Securities Act of 1933 or any state securities act. The securities have been acquired for investment and may not be sold, transferred, pledged or hypothecated unless (i) they shall have been registered under the Securities Act of 1933 and any applicable state securities act, or (ii) the corporation shall have been furnished with an opinion of counsel, satisfactory to counsel for the corporation, that registration is not required under any such acts.

13.17 “SEC” means the Securities and Exchange Commission.

13.18 “Securities Act” means the Securities Act of 1933, as amended (and any successor thereto) and the rules and regulations promulgated thereunder.

13.19 “Senior Securities” means the Company’s capital leases as may be in place from time to time; and any other senior debt, equity or other security holders of the Company, including certain banks and/or institutions, which hold security interests over the Company’s assets as of the Issuance Date, or which the Company may agree in the future to provide priority security interests to, priority right in liquidation, or priority voting rights to, which shall not require notice to, or the approval and/or consent of the Holders.

13.20 “Transfer Agent” means initially, the Company, which will be serving as its own transfer agent for the Series A Convertible Preferred Stock, but at the option of the Company from time to time, may also mean Vail Stock Transfer, or any successor transfer agent which the Company may use for its Series A Convertible Preferred Stock.

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NOW THEREFORE BE IT RESOLVED, that the Designation is hereby approved, affirmed, confirmed, and ratified; and it is further

RESOLVED, that each officer of the Company be and hereby is authorized, empowered and directed to execute and deliver, in the name of and on behalf of the Company, any and all documents, and to perform any and all acts necessary to reflect the Board of Directors approval and ratification of the resolutions set forth above; and it is further

RESOLVED, that in addition to and without limiting the foregoing, each officer of the Company and the Company’s attorney be and hereby is authorized to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name and on behalf of the Company, all such instruments and documents as he may deem appropriate in order to effect the purpose or intent of the foregoing resolutions (as conclusively evidenced by the taking of such action or the execution and delivery of such instruments, as the case may be) and all action heretofore taken by such officer in connection with the subject of the foregoing recitals and resolutions be, and it hereby is approved, ratified and confirmed in all respects as the act and deed of the Company; and it is further

RESOLVED, that this Designation may be executed in several counterparts, each of which is an original; that it shall not be necessary in making proof of this Designation or any counterpart hereof to produce or account for any of the other.

[Remainder of page left intentionally blank. Signature page follows.]

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IN WITNESS WHEREOF, the Board of Directors of the Company has unanimously approved and caused this “Certificate of Designation of Rapid Therapeutic Science Laboratories, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock” to be duly executed and approved this 10th day of November 2020.

DIRECTORS:

/s/ Donal R. Schmidt, Jr.

DONAL R. SCHMIDT, JR.

DIRECTOR

/S/ D. Hughes Watler, Jr.

D. HUGHES WATLER, JR.

DIRECTOR

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Exhibit A

NOTICE OF CONVERSION

This Notice of Conversion is executed by the undersigned holder (the “Holder”) in connection with the conversion of shares of the Series A Convertible Preferred Stock of Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (the “Company”), pursuant to the terms and conditions of that certain Certificate of Designation of Rapid Therapeutic Science Laboratories, Inc., Establishing the Designation, Preferences, Limitations and Relative Rights of its Series A Convertible Preferred Stock (the “Designation”), approved by the Board of Directors of the Company on November 10, 2020. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Designation.

Conversion: In accordance with and pursuant to such Designation, the Holder hereby elects to convert the number of shares of Series A Convertible Preferred Stock indicated below into shares of Common Stock of the Company as of the date specified below.

Date of Conversion: _____________________

Number of Preferred Shares Held by Holder Prior to Conversion: _______________

Amount Being Converted Hereby: ______________________

Common Stock Shares Due:___________________

Preferred Shares Held After Conversion: ________________________

Delivery of Shares: Pursuant to this Notice of Conversion, the Company shall deliver the applicable number of shares of Common Stock (the “Shares”) issuable in accordance with the terms of the Designation as set forth below. If Shares are to be issued in the name of a person other than the Holder, the Holder will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any. The Holder acknowledges and confirms that the Shares issued pursuant to this Notice of Conversion will, to the extent not previously registered by the Company under the Securities Act, be Restricted Shares, unless the Shares are covered by a valid and effective registration under the Securities Act or this Notice of Conversion includes a valid opinion from an attorney stating that such Shares can be issued free of restrictive legend, which shall be determined by the Company in its sole discretion.

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If stock certificates are to be issued, in the following name and to the following address:

If DWAC is permissible, to the following brokerage account:

__________________________________

Broker: ___________________________________

DTC No.:

___________________________________

Acct. Name:

___________________________________

For Further Credit (if applicable):

___________________________________

Authority: Any individual executing this Notice of Conversion on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Notice of Conversion on behalf of such entity.

_______________________________________

(Print Name of Holder)

By/Sign: _______________________________

Print Name: ____________________________

Print Title: _____________________________

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (the “Company”), and Frank Gill, an individual (“Employee”) and shall be effective as of December 1, 2020 (the “Effective Date”).

RECITALS:

In conjunction with the Company’s acquisition of certain assets from Razor Jacket, LLC, an Oregon limited liability company, Frank Gill and Ryan Johnson, the Company desires to employ Employee, and Employee desires to be employed by the Company, on the terms and conditions hereinafter provided. Employee understands and acknowledges that, notwithstanding the terms of this Agreement, Employee’s employment with the Company constitutes “at-will” employment.

AGREEMENT:

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

Section 1. Term of Employment.

Subject to earlier termination in accordance with this Agreement, this Agreement will remain in effect for a period of 1 year from the Effective Date (the “Initial Term”). Provided that this Agreement has not been terminated prior to the expiration of the Initial Term in accordance with the terms contained herein, subsequent to such time, Employee’s employment hereunder shall be automatically continued for an additional term of one (1) year (the “Secondary Term”) unless written notice of non-renewal is given by either party no less than 60 days prior to the end of the Initial Term (an “Initial Non-Renewal”). Thereafter, and provided that this Agreement has not been terminated prior to the expiration of the Secondary Term in accordance with the terms contained herein, subsequent to such time, Employee’s employment hereunder shall be automatically continued for successive additional terms of one (1) year each unless written notice of non-renewal is given by either party no less than 60 days prior to the end of the Secondary Term or any additional term, as applicable (an “Extension Term Non-Renewal”, and together with the Initial Non-Renewal, a “Non-Renewal”). The period of Employee’s employment hereunder from the Effective Date until the Termination Date (as defined below), shall be referred to herein as the “Employment Period” or the “Term”.

Section 2. Responsibilities of Employee.

(a)During the Employment Period, Employee shall serve as Chief Isolate Laboratory Technician. Employee shall report directly to the COO and as otherwise required by the CEO at his sole discretion. Employee shall perform the following duties:

Page 1 of 20

Initial: ______

(i)Set up, management and operation of the isolate lab and all related ancillary operations on a day-to-day basis;

(ii)Manage all employees of the Isolate Lab;

(iii)Source all products for production of the Isolate Lab;

(iv)Manage and oversee all QMX data for Isolate Lab and GMP process including, but not limited to, creation, loading, review and oversight related to GMP;

(v)Maintain all books and records required to maintain oversight of Isolate Lab;

(vi)Assist Chief Aerosol Laboratory Technician as needed; and

(vii)All other such duties as may be assigned from time to time by the CEO.

Upon approval by the Board, Employee shall undertake and assume the responsibility of performing for and on behalf of the Company any and all of the above duties and shall have all other duties, functions, responsibilities and authority commensurate with such office as are from time to time delegated to Employee by the Management of the Company.

(b)Except for activities permitted in connection with the investments and activities set forth in this Section 2(b), below, during the Employment Period, Employee shall devote his full time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability, and shall not be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit, or other pecuniary advantage; provided, however, that Employee may:

(i)serve or continue to serve in any capacity with any not-for-profit business or professional organization, association, or entity,

(ii)serve on the board of directors or comparable governing body of any business entity located in the same community as the Company’s headquarters and not engaged in a business or activity competitive with the business of the Company or any of its subsidiaries or Affiliates; and

Page 2 of 20

Initial: ______

violation of then non-competition provisions of Section 7 of this Agreement. In the case of the activities described in clause (iii) of this proviso, Employee will give the Board at least ten (10) days prior notice of his intention to engage in any such activity, such notice to describe briefly the activities in which Employee proposes to be engaged.

For the purposes of this Agreement, “Affiliate” means (x) any Person directly or indirectly controlling, controlled by or under common control with another Person, or (y) any manager, director, officer, partner or employee of a Person; a Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through ownership of voting securities, by contract, or otherwise; and “Person” means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or governmental authority.

(c)All services that Employee may render to the Company or any of its subsidiaries or Affiliates in any capacity during the Employment Period shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Section 3. Compensation.

(a)As compensation for the services to be rendered by Employee for the Company under this Agreement, the Company shall pay Employee during the Employment Period an annual salary of $175,000.00 (“Base Pay”). Further, this Base Pay may be adjusted upward by the Management of the Company, in its sole discretion, from time to time. Such Base Pay shall be earned and payable periodically in equal installments in accordance with the Company’s normal payroll practices, including applicable deductions and withholdings. Base Pay will be subject to annual review pursuant to the Company’s normal review policy for other similarly situated Employees of the Company and any changes in Base Pay will be communicated in writing to Employee.

(b)With respect to stock options, if any, the Company may issue to Employee Stock Options (“Stock Options”) exercisable, on a cash and/or cashless basis, in an amount determined by the Board under any Stock Incentive or Equity Incentive Plan (the “Stock Plan”). Any unexercised vested options shall terminate within 30 days of Employee leaving the Company, unless otherwise set forth in an award.

(c)At the sole discretion of the Management of the Company and/or the Board, the Employee may earn additional stock options and cash bonuses. These additional

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benefits will be subject to all applicable deductions and withholdings at the discretion of the Management of the Company.

Section 4. Expenses.

The Company will advance, pay or reimburse Employee, in accordance with the regular policies of the Company, for all pre-approved reasonable and necessary business expenses incurred by Employee in furtherance of or in connection with performing his obligations under this Agreement during the Term and consistent with the Company’s annual budget. Such expenses shall be reimbursed to the extent they are incurred and accounted for in accordance with the policies and practices of the Company as in effect from time to time. At all times the CEO shall preapprove expenses.

Section 5. Vacation and Other Benefits.

(a)During the Employment Period, Employee shall be entitled to three (3) weeks of paid vacation during each twelve-month period, commencing during the calendar year beginning January 1, 2021. These three (3) weeks shall vest equally over a 12-month period. Employee shall also be entitled to all paid holidays given by the Company to its employees. Employee agrees to utilize his vacation at such time or times as are:

(i)consistent with the proper performance of his duties and responsibilities under this Agreement, and

(ii)mutually convenient for the Company and Employee.

Employee agrees only one (1) week of unused vacation shall carry forward from year to year and all other unused vacation shall expire and be lost.

(b)During the Employment Period, Employee shall be entitled to participate in all employee welfare benefit plans, programs, and arrangements provided by the Company from time to time to its employees generally, subject to and on a basis consistent with the terms, conditions, and overall administration (including eligibility and vesting requirements) of such plans, programs, and arrangements. Such plans may include health, dental, retirement or other such programs which may be to the benefit of the Company’s employees. Notwithstanding the provisions of this Section 5(b), the Company shall not be obligated to make any specific plans, programs or arrangements available to employees.

Section 6. Business Opportunities and Intellectual Property.

(a)During the Employment Period, Employee shall promptly disclose to the Company all Business Opportunities and Intellectual Property (each as defined herein) Employee becomes aware in any way related to the Company.

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(b)Employee hereby assigns and agrees to assign to the Company, its successors, assigns or designees, all of Employee’s right, title and interest in and to all Business Opportunities and Intellectual Property, and further acknowledges and agrees that all Business Opportunities and Intellectual Property constitute the exclusive property of the Company. This includes any Intellectual Property developed by Employee for Razor Jacket, LLC, related to the manufacturing of isolates or terpenes from cannabinoids.

(c)For purposes hereof, “Business Opportunities” shall mean all existing or future business ideas, prospects, proposals or other opportunities pertaining to hemp isolate or terpene business and related aerosol use (aerosol use shall also include prescription and non-prescription delivery of non-hemp related medications and supplements), including, but not limited to the development of isolates or terpenes from L. Sativa or other hemp sub-species and used in aerosol and all other forms of routes of administrations, including, but not limited to oral, nasal, patches and dry powder, which are:

(i)developed by Employee:

(A)during the Employment Period; or

(B)before the Employment Period, but only to the extent:

1.Employee’s rights thereto do not conflict or frustrate the Company’s purchase of Assets of Razor Jacket, LLC;

2.it would not breach any duty or obligation of Employee to a third-party during such period (other than Razor Jacet, LLC); and

3.It does not pertain to the Hemp or Aerosol Business interest; or

(ii)originated by any third party and brought to the attention of Employee:

(A)during the Employment Period; or

(B)before the Employment Period, but only to the extent

1.Employee’s rights thereto do not conflict or frustrate the Company’s purchase of Assets from Razor Jacket, LLC;

2.it would not breach any duty or obligation of Employee to a third-party during such period (other than Razor Jacket, LLC);

3.it does not pertain to the Hemp or Aerosol Business; or

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4.it does not constitute, and/or is not included in, a Business Record (as defined herein).

(d)For purposes hereof “Intellectual Property” shall mean all ideas, inventions, discoveries, processes, designs, methods, modifications, substances, articles, computer programs and improvements relating to the Hemp or Aerosol Business (including, without limitation, enhancements to or further interpretation or processing of such information), whether or not patentable or copyrightable, which do not fall within the definition of Business Opportunities, which are discovered, conceived, invented, created or developed by Employee, alone or with others:

(i)during the Employment Period if such discovery, conception, invention, creation, or development:

(A)occurs in the course of Employee’s employment with the Company;

(B)occurs with the use of any of the Company’s time, materials, facilities or other assets; or

(C)in the opinion of the Board, relates or pertains in any way to the Company’s purposes, activities or affairs, or

(ii)before the Employment Period, but only to the extent:

(A)of Employee’s rights thereto;

(B)it would not breach any duty or obligation of Employee to a third-party during such period (except to Razor Jacket, LLC); and

(C)it does not pertain to the Hemp or Aerosol Business.

(e)In addition to the foregoing assignment of the Intellectual Property to the Company, Employee hereby irrevocably transfers and assigns to the Company: (i) all worldwide patents, patent applications, copyrights, mask works, trade secrets and other intellectual property rights in any Intellectual Property; and (ii) any and all “Moral Rights” (as defined below) that Employee may have in or with respect to any Intellectual Property. Employee also hereby forever waives and agrees never to assert any and all Moral Rights Employee may have in or with respect to any Intellectual Property, even after termination of Employee’s work on behalf of the Company. “Moral Rights” means any rights to claim authorship of any Intellectual Property, to object to or prevent the modification of any Inventions, or to withdraw from circulation or control the publication or distribution of any Intellectual Property, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right”.

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Section 7. Restrictive Covenants.

(a)Non-Disclosure. Employee acknowledges that the services he is to render in the course of his employment by the Company are of a special and unusual character with unique value to the Company. Employee further acknowledges that during the Employment Period, the Company has agreed to provide him, as one of its employees, special training and knowledge, Business Opportunities, intellectual property, Trade Secrets and Confidential Information (as defined herein). Employee further acknowledges that the Company has agreed to provide him access to, and simultaneous to the execution of this Agreement he shall receive from the Company, certain Confidential Information (as defined herein). Employee covenants and agrees that he will not at any time, either during or subsequent to his employment, disclose to any third party or directly or indirectly make use of, except for the business of the Company, any special training and knowledge, Business Opportunities, Intellectual Property or Confidential Information received from, or learned as a result of his employment with, the Company or any of its subsidiaries. Ancillary to and in an effort to enforce Employee’s agreement to protect and not to disclose the Company’s or its subsidiaries’ information as set forth in this Section 7, Employee covenants and agrees to the restrictions and obligations set forth in this Section 7. This subsection is expressly subject to Section 7(f). “Trade Secret” means the Uniform Trade Secrets Act as adopted by the State of Texas under Texas Civil Practices & Remedies Code § 134A.002 which includes information, without regard to form, including technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that (i) derives economic value, actual or potential, from not being generally known to, and not being generally readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (ii) is the subject of reasonable efforts by the Company to maintain its secrecy.

(b)Non-Competition During Employment. In consideration for Employee’s agreement under Sections 7(b) and (c), Employee shall receive $1,000.00 per year above his Base Pay which shall be earned and payable periodically in equal installments in accordance with the Company’s normal payroll practices, including applicable deductions and withholdings, plus the Company shall disclose to Employee proprietary information he does not currently have access to and which is not public information including, but not limited to, information about aerosol pMDI, MDI and dry powder manufacturing. This subsection and following subparts are expressly subject to Section 7(f).

(i)During the Employment Period, Employee shall not directly or indirectly be employed by or render advisory, consulting or other services in connection with any business enterprise or person, other

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than the Company, that is engaged in activities related to the Hemp or Aerosol Business.

(ii)During the Employment Period, Employee shall not, directly or indirectly, in any capacity (including, without limitation, as a proprietor, investor, director or officer or in any other individual or representative capacity), be financially interested in or engage in the Hemp or Aerosol Business other than through the Company.

(iii)During the Employment Period, all investments made by Employee (whether in his own name or in the name of any Family Member or made by any of Employee’s Affiliates), which relate to the Hemp or Aerosol Business shall be made solely through the Company; and Employee will not (directly or indirectly through any Family Member) in any capacity (including alone, as a member, partner, joint venture, equity holder, lender or in any other capacity), and will not permit any of his Affiliates to:

(A)invest or otherwise participate alongside the Company in any Business Opportunities; or

(B)invest or otherwise participate in any business or activity relating to a Business Opportunity, regardless of whether the Company ultimately participates in such business or activity.

“Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the Employee) control the management of assets, and any other entity in which one or more of these persons (or the Employee) own more than fifty percent of the voting interests.

(c)Non-Competition After Employment. Upon termination of Employee’s employment by the Company pursuant to Sections 8(b) or 8(c), or by Employee without Good Reason, Employee agrees that for a period commencing upon the date of termination of Employee’s employment hereunder (the “Termination Date”) and ending upon the later to occur of:

(i)the second anniversary of the Termination Date; or

(ii)the third anniversary of the date hereof, Employee shall not, directly or indirectly (including, without limitation, as a proprietor,

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investor, director or officer or in any other individual or representative capacity)

(A)own, acquire, or solicit the acquisition of, or assist any other person to own, acquire or solicit the acquisition of, any Hemp or Aerosol Business; or

(B)engage in or assist any other person to engage in the Hemp or Aerosol Business.

This subsection is expressly subject to Section 7(f).

As used in this Section 7, the term:

(i)“Hemp or Aerosol Business” means all: activities related to genetics, growing, producing, gathering, transporting, storing, processing, extracting, distilling, creating, distribution, manufacturing of marketing of any legal hemp products including but not limited to, crude, distillate, isolate, terpenes, pMDI, MDI or Dry Powder Inhalers as well as other routes of administration of hemp products such as oral, nasal, dermal, vape or injection.

(d)During the Employment Period and thereafter, Employee will not disclose to any third party directly or indirectly or indirectly make use of, except for the business of the Company, any Confidential Information. For purposes of this Section 7, it is agreed that “Confidential Information” means (a) any and all Trade Secrets of the Company under the Uniform Trade Secrets Act as adopted by the State of Texas under Texas Civil Practices & Remedies Code § 134A.002, or otherwise; (b) the identities of all suppliers and customers and their employees and their contact information, and (c) any and all confidential, proprietary or trade secret information of the Company or an affiliate not within the public domain, whether disclosed, directly or indirectly, verbally, in writing (including electronically) or by any other means in tangible or intangible form, including that which is conceived or developed by the Employee, applicable to or in any way related to: (i) the present or future business activities, products and services, and customers of the Company or its affiliates; (ii) the research and development of the Company or its affiliates; or (iii) the business of any client or vendor of the Company or its affiliates. Such Confidential Information includes the following property or information of the Company or its affiliates, by way of example and without limitation, trade secrets, processes, formulas, data, program documentation, customer lists, designs, drawings, algorithms, source code, object code, know-how, improvements, inventions, licenses, techniques, all plans or strategies for marketing, development and pricing, business plans, financial statements, profit margins and all information concerning existing or potential clients, suppliers or vendors. Confidential Information of the Company also means all similar information disclosed to any member of the Company by third

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parties that is subject to confidentiality obligations . For purposes of this Section 7, it is agreed that Confidential Information includes, without limitation, any information heretofore acquired or acquired during the term hereof, developed or used by the Company relating to Business Opportunities or Intellectual Property or other research, economic, financial or management aspects of the business, operations, properties or developments of the Company whether oral or in written form in a Business Record (as defined in Section 7(g) below). Notwithstanding the foregoing, no information of the Company will be deemed confidential for the purposes of this Section 7(d) if such information is or becomes public knowledge through no wrongful act of Employee or was previously known by Employee prior to entering into this Agreement, with the exception of Trade Secrets and has not been utilized by the Company, provided further that all Intellectual Property acquired by Company from Razor Jacket, LLC shall be deemed Confidential Information hereunder. This subsection is expressly subject to Section 7(f).

(e)Non-Solicitation. Except in the event of the termination of Employee’s employment by Employee for Good Reason, during the period commencing upon the Termination Date and ending upon the later to occur of:

(i)the first anniversary of the Termination Date, or

(ii)the third anniversary of the date hereof, Employee may not:

(A)solicit, raid, entice or induce, directly or indirectly, any employee (or person who was previously an employee within one (1) year of the Termination Date) of the Company (other than secretarial or similarly-positioned personnel) or any other person who is under contract with or rendering services to the Company in an employee-like capacity, to:

1.terminate his employment by, or contractual relationship with, the Company;

2.refrain from extending or renewing the same (upon the same or new terms);

3.refrain from rendering services to or for the Company;

4.become employed by or to enter into contractual relations with any persons other than the Company; or

5.enter into a relationship with a competitor of the Company; or

(B)divert or attempt to divert, any person, concern or entity from doing business with the Company, or attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. Notwithstanding any other provision of this Agreement.

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This subsection is expressly subject to Section 7(f).

(f)Remedies for Breach and Injunctive Relief. Employee acknowledges and agrees that the services to be rendered by him to the Company as one of its employees are of a special, unique and extraordinary character and, in connection with such services, he will have access to Business Opportunities, Trade Secrets, intellectual property and Confidential Information vital to the Company’s businesses. By reason of this, Employee consents and agrees that if he violates any of the provisions of this Section 7, the Company would sustain irreparable harm and, therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise under applicable law, the Company shall be entitled to an injunction restraining Employee from committing or continuing any such violation of this Agreement. Such right to an injunction shall be cumulative and in addition to, and not in lieu of, any other remedies to which the Company may show itself justly entitled. Further, Employee expressly acknowledges and agrees that such injunction may be obtained without notice to Employee or bond and that in the event a court of competent jurisdiction requires a bond, it shall not exceed One Thousand Dollars ($1,000.00).

(g)Return of Business Records. Employee agrees to promptly deliver to the Company, upon the expiration of the Employment Period, or at any other time when the Company so requests, all material relating to the business of the Company, including, without limitation: research files, QMX files, contract files, notes, records, drawings, manuals, correspondence, financial and accounting information, customer lists, statistical data and compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manuals or any other materials relating to the business of the Company (in this Section 7, collectively called the “Business Records”), and all copies thereof and therefrom. Employee confirms that all of the Business Records (and all copies thereof and therefrom) that are required to be delivered to the Company pursuant to this Section 7 constitute the property of the Company. The obligation of confidentiality set forth in this Section 7 shall continue notwithstanding Employee’s delivery of any such documents to the Company. This subsection is expressly subject to Section 7(f).

(h)Employee represents and covenants that the execution, delivery and performance by Employee of this Agreement and the services he is to render to the Company as contemplated by this Agreement will not:

(i)be in contravention of or result in any breach or constitute a default under any applicable law, rule, regulation, judgment, license, permit or order or any material loan, note or other agreement or instrument to which Employee is a party or by which he or any of his properties are bound,

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(ii)result in the Employee disclosing or utilizing any trade secret or proprietary information or documentation of any Person, or

(iii)violate any confidential relationship which Employee may have had with any Person.

This subsection is expressly subject to Section 7(f).

(i)The existence of any claim or cause of action of Employee against the Company or any officer, manager, or member of the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants of Employee contained in this Section 7. This subsection is expressly subject to Section 7(f). In addition, the provisions of this Section 7 shall continue to be binding upon Employee in accordance with their terms, notwithstanding the termination of Employee’s employment hereunder for any reason.

(j)The parties to this Agreement agree that the limitations contained in this Section 7 with respect to time, geographical area, and scope of activity are reasonable. However, if any court should determine that the time, geographical area, or scope of activity of any restriction contained in this Section 7 is unenforceable, it is the intention of the parties that such restrictive covenants set forth herein shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and enforceable.

(k)Nothing contained in this Section 7 shall be construed to prohibit Employee from investing in stock or other securities listed on a national securities exchange or actively traded in the over-the-counter market of any corporation or other entity engaged in a business or activity competitive with the business of the Company or any of its subsidiaries, provided that Employee, his Family Members and each of their respective Affiliates shall not, directly or indirectly, hold more than a total of three percent (3%) of all such shares of stock or other securities issued and outstanding, and provided further that Employee shall not perform any services on behalf of, or in the operation of the affairs of, such corporation or other entity.

(l)During any period in which Employee is in breach of any of the covenants set forth in this Section 7, the time period with respect to such covenant shall be extended for an amount of time that Employee is in breach thereof.

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Section 8. Termination of Employment.

(a)Employee’s employment hereunder shall terminate automatically upon his death.

(b)If the Company determines in good faith that the Disability (as defined herein) of Employee has occurred during the Employment Period, the Company may notify Employee of the Company’s intention to terminate Employee’s employment hereunder for Disability. In such event, Employee’s employment hereunder shall terminate effective on the fifth day following the date such notice of termination is given to Employee. For purposes of this Agreement, the “Disability” of Employee shall be deemed to have occurred if Employee shall have been unable to perform his essential duties hereunder for a period consisting of 90 continuous days within any given period of 365 consecutive days, (excluding any leaves of absence approved by the Board and the number of days of accrued vacation of Employee) as a result of his physical or mental incapacity; provided that, if Employee has a physical or mental impairment that substantially limits one or more major life activities, as defined under the Americans with Disabilities Act, the Company may extend the 90-day period to reasonably accommodate Employee’s impairment.

(c)The Company may terminate Employee’s employment hereunder at any time for Cause. For purposes of this Agreement, “Cause” shall mean any of the following:

(i)the failure of Employee to substantially perform his duties as an employee after demand for substantial performance is delivered by the Company to Employee that specifically identifies the manner in which the Company believes that Employee has not substantially performed his duties including, but not limited to, failure to appear for work at normal business hours on non-national holiday or vacation days;

(ii)the failure of Employee to comply in any material respect with any written or oral direction of the CEO which reasonably relates to the performance of his duties that he is physically able to perform and which would not require him to perform an illegal act or breach any agreement to which the Company is a party;

(iii)the commission by Employee of any criminal act that constitutes a felony or involves fraud, dishonesty, or moral turpitude (as determined by the reasonable determination of the Board);

(iv)Employee’s failure to render the services to the Company as contemplated under this Agreement as a result of alcohol or drug abuse (as determined by the reasonable determination of the Board);

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(v)the willful, material violation by Employee of any employer policies of the Company or its Affiliates that the employee has signed or corporate policies to which the Employee has been given notice of and to which all other employees are subject; or

(vi)the material breach by Employee of any of his material covenants and agreements contained in this Agreement, including but not limited to non-disclosure as set forth in Section 7(a) and non-compete as set forth in Section 7(b).

With respect to clauses (i), (ii), and (iv), Cause shall only exist if Employee fails to cure such matter within ten (10) business days after receiving written notice from the Company.

(d)Employee may terminate his employment hereunder at any time for Good Reason or without Good Reason upon thirty (30) days advance notice to the Company. For purposes of this Agreement, “Good Reason” means:

(i)the Company’s failure to timely pay any compensation due to Employee under this Agreement, including failure to provide any stock or stock options due under Section 3, if any;

(ii)a reduction in Employee’s compensation without Employee’s written consent;

(iii)the Company’s failure to timely provide resources necessary for the Employee to perform his duties under this agreement, other than (i) a purely monetary failure with respect to an amount less than $5,000, (ii) a failure within Employee’s control or (iii) an isolated, insubstantial or inadvertent failure that is not taken in bad faith and is remedied by the Company within 15 days after receipt of written notice thereof from the Employee; or

(iv)any action by the Company, except as required by law or applicable government regulations, which is specific to the Employee that would or does adversely affect Employee’s ability to perform his duties, or participation in bonus or incentive plans or the Other Benefits.

Notwithstanding anything herein to the contrary, Good Reason shall exist only if the Company fails to cure the matter described in clauses (i), (ii), (iii), and (iv) of this Section 8(d) within 30 days after written notice from Employee.

(e)The Company may terminate the Employee’s employment hereunder at any time without Cause.

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(f)This Agreement shall terminate in connection with a Non-Renewal.

(g)In the event of the termination of Employee’s employment hereunder (for any reason other than the death of Employee), Employee agrees that if at such time he is a manager or officer of the Company or any of its subsidiaries, or a member of the Board, he will promptly deliver to the Company his written resignation from all such positions, such resignation to be effective as of the date of termination.

Section 9. Obligations of Company Upon Termination of Employment.

(a)If Employee’s employment hereunder is terminated pursuant to Sections 8(a), 8(b) or 8(c), or if Employee terminates his employment without Good Reason, or if this Agreement shall terminate as a result of a Non-Renewal, the Company shall pay to Employee, or his estate, trust or similar Person if applicable, on the sixth (6th) day following the Termination Date or the next regularly scheduled payday of the Company following the Termination Date, whichever is later, (i) any accrued but unpaid Base Salary provided for in Section 3 hereof for services rendered through the Termination Date, (ii) any accrued but unpaid expenses required to be reimbursed under Section 4 and (iii) any vacation accrued to the Termination Date (based on a value per accrued vacation day, of the Base Pay divided by 260).

(b)If Employee’s employment hereunder is terminated (x) by the Company for any reason other than (A) for death, (B) Disability, (C) Non-Renewal, or (D) pursuant to Section 8(c), with Cause, or (E) by Employee for Good Reason, the Company shall pay to Employee:

(i)on the sixth (6^th) day following the Termination Date or the next regularly scheduled payday of the Company following the Termination Date, respectively;

(A)any accrued but unpaid Base Salary provided for in Section 3 hereof for services rendered through the Termination Date;

(B)any accrued but unpaid expenses required to be reimbursed under Section 4; and

(C) any vacation accrued to the Termination Date (based on a value per accrued vacation day, of the Base Pay divided by 260), and

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9(b)(ii) shall not accrue until, the Employee has signed and delivered an executed general release, which has become irrevocable, satisfactory to the Company in its reasonable discretion, releasing the Company and its Affiliates and their respective officers, directors, managers, members, partners and employees from any and all claims or potential claims arising from or related to the Employee’s employment or termination of employment.

(iii)For the avoidance of doubt, if Employee is terminated without Cause or Employee terminates his employment for Good Reason (or any of the other reasons for which payment is required to be made under Section 9(b)(ii), and thereafter Employee engages in the activities that are within the scope of the restrictions described in Section 7, Employee shall not be entitled to the severance payment described in clause (ii) of this Section 9(b).

Section 10. Withholding Taxes.

The Company shall withhold from any payments to be made to Employee hereunder such amounts (including social security contributions and federal income taxes) as shall be required by federal, state, and local withholding tax laws.

Section 11. Attorneys’ Fees and Costs.

In the event there is any litigation between the parties hereto with respect to this Agreement, the prevailing party in such litigation shall be entitled to recover all attorneys’ fees and costs incurred by such party in connection with such litigation.

Section 12. Notices.

All notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, by electronic transmission, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the person to receive it.

Section 13. Governing Law, Jurisdiction and Venue and Arbitration.

It is understood and agreed that the construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of the State of Texas. At all times venue shall be Dallas or Colling Counties, Texas.

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ARBITRATION. IN THE EVENT OF A DISPUTE HEREUNDER, EITHER PARTY MAY AT ITS DISCRETION ELECT BINDING ARBITRATION UNDER THE TEXAS ARBITRATION ACT (THE “ACT”) IN FRONT OF ONE (1) ARBITRATOR. SUCH ARBITRATION SHALL OCCUR THROUGH A DISTRICT COURT UNDER THE ACT OR AT JAMS BY AGREEMENT OF THE PARTIES. THE ARBITRATOR’S SOLE AUTHORITY SHALL BE TO DETERMINE IF A BREACH OF THIS AGREEMENT HAS OCCURRED AND WHAT ACTUAL DAMAGES A PARTY IS ENTITLED TO. THE ARBITRATOR HAS NO OTHER AUTHORITY BUT TO ENTER A TRO OR TEMPORARY OR PERMENANT INJUNCTION TO ENFORCE PROVISIONS OF SECTION 6, 7, OR 8 HEREIN. EITEHR PARTY CAN SEEK INJUNCTIVE RELIEF THROUGH ARBITRATION OR THE DISTRICT COURT IN DALLAS OR COLLIN COUNTIES.

Section 14. Assistance in Litigation.

During the Employment Period and for a period of four (4) years thereafter, Employee shall, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any litigation in which the Company, or any of its subsidiaries or Affiliates is, or may become, a party. The Company shall reimburse Employee for

(i)all reasonable, documented out-of-pocket expenses incurred by Employee in rendering such assistance subject to the Company’s reasonable policies regarding the reimbursement of expenses; and

(ii)reasonable compensation for Employee’s time in rendering such assistance if such assistance occurs after the Employment Period.

Section 15. Severability.

The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect to the fullest extent permissible by law. Should any one or more of the provisions of this Agreement be held to be excessive, unreasonable, or otherwise unenforceable, then that provision shall be construed by limiting and reducing it so as to be reasonable and enforceable to the fullest extent compatible with applicable law.

Section 16. Survival.

Neither the expiration nor the termination of the term of Employee’s employment hereunder shall impair the rights or obligations of either party hereto which shall have accrued hereunder prior to such expiration or termination. The provisions of Sections 6, 7, 9, 10, 11, 12, 13, 14, 15 and this Section 16 and the rights and obligations of the parties thereunder, shall survive the expiration or termination of the term of Employee’s employment hereunder.

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Section 17. Entire Agreement.

This Agreement, including the schedules attached hereto, contains the entire agreement and understanding by and between the Company and Employee with respect to the employment of Employee, and no representations, promises, agreements, or understandings, written or oral, not contained herein shall be of any force or effect. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the waiver is sought to be enforced. No valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or any other time.

Section 18. Modification.

No amendment, alteration or modification to any of the provisions of this Agreement shall be valid unless made in writing and signed by both parties.

Section 19. Binding Effect; Assignment; No Third Party Benefit.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns; provided, however, that the duties and responsibilities of Employee hereunder may not be assumed by, or delegated to, any other person. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Section 20. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

Section 21. Voluntary Agreement.

Each party to this Agreement has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, has executed this Agreement based upon such party’s own judgment and advice of counsel (if any), and knowingly, voluntarily, and without duress, agrees to all of the terms set forth in this Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of authorship of any provision of this Agreement.

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Section 22. Directly or Indirectly.

Where any provision of this Agreement refers to action to be taken by any person, or which such person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such person, including actions taken by or on behalf of any Affiliate of such person.

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SIGNATURE PAGE - GILL EMPLOYMENT AGREEMENT

IN WITNESS WHEREOF, executed this 16^th day of November, 2020.

COMPANY:

Rapid Therapeutic Science Laboratories, Inc.

By: /s/ Donal R. Schmidt, Jr.

Donal R. Schmidt, Jr., CEO

EMPLOYEE:

Frank Gill

By: /s/ Frank Gill

Frank Gill

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (the “Company”), and Ryan Johnson, an individual (“Employee”) and shall be effective as of December 1, 2020 (the “Effective Date”).

RECITALS:

AGREEMENT:

Section 1. Term of Employment.

Section 2. Responsibilities of Employee.

(a)During the Employment Period, Employee shall serve as Chief Operating Officer of the Company, in a non-executive role. Employee shall report directly to CEO at his sole discretion.

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(i)Employee’s duties shall be determined by the CEO and approved by the Board of Directors of the Company (the “Board”); and

(ii)All other such duties as may be assigned from time to time by the CEO.

(b)Except for activities permitted in connection with the investments and activities set forth in this Section 2(b), and 7(b) below, during the Employment Period, Employee shall devote his full time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability, and shall not be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit, or other pecuniary advantage; provided, however, that Employee may:

(i)serve or continue to serve in any capacity with any not-for-profit business or professional organization, association, or entity,

(iii)deliver lectures, fulfill speaking engagements, or teach at educational institutions, so long as all activities conducted by Employee pursuant to clauses (i) through (iii) of this proviso do not unreasonably interfere with the performance and fulfillment of Employee’s duties and responsibilities as an Employee of the Company in accordance with this Agreement and are not in violation of then non-competition provisions of Section 7 of this Agreement. In the case of the activities described in clause (iii) of this proviso, Employee will give the Board at least ten (10) days prior notice of his intention to engage in any such activity, such notice to describe briefly the activities in which Employee proposes to be engaged.

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direct or cause the direction of the management and policies of such other Person, whether through ownership of voting securities, by contract, or otherwise; and “Person” means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or governmental authority.

Section 3. Compensation.

(c)At the sole discretion of the Management of the Company and/or the Board, the Employee may earn additional stock options and cash bonuses. These additional benefits will be subject to all applicable deductions and withholdings at the discretion of the Management of the Company.

(d)Employee shall receive compensation in addition to his Base Pay of 3% of all net sales generated directly from his actions, to the extent the Company makes a cash basis profit (non-cash expenses shall not be included in this calculation), wherein such net sales shall be calculated as gross revenue less cost of goods sold as calculated by the Company’s CFO and approved by the Board, less any chargebacks, refunds, returns, recalls or similar transactions from prior periods. Such additional compensation shall be paid quarterly after the close of the Company’s quarterly or annual report and shall be based upon the Company’s audited financials.

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Section 4. Expenses.

Section 5. Vacation and Other Benefits.

(i)consistent with the proper performance of his duties and responsibilities under this Agreement, and

(ii)mutually convenient for the Company and Employee.

Employee agrees only one (1) week of unused vacation shall carry forward from year to year and all other unused vacation shall expire and be lost.

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Section 6. Business Opportunities and Intellectual Property.

(c)For purposes hereof, “Business Opportunities” shall mean all current and future business ideas, prospects, proposals or other opportunities pertaining to hemp isolate or terpene business and related aerosol use (aerosol use shall also include prescription and non-prescription delivery of non-hemp related medications and supplements), including, but not limited to the development of isolates or terpenes from L. Sativa or other hemp sub-species and used in aerosol and all other forms of routes of administrations, including, but not limited to oral, nasal, patches and dry powder, which are:

(i)developed by Employee:

(A)during the Employment Period; or

(B)before the Employment Period, but only to the extent:

1.Employee’s rights thereto do not conflict or frustrate the Company’s purchase of Assets of Razor Jacket, LLC;

2.it would not breach any duty or obligation of Employee to a third-party during such period (other than Razor Jacket, LLC); and

3.It does not pertain to the Hemp or Aerosol Business interest; or

(ii)originated by any third party and brought to the attention of Employee:

(A)during the Employment Period; or

(B)before the Employment Period, but only to the extent

1.Employee’s rights thereto do not conflict or frustrate the Company’s purchase of Assets from Razor Jacket, LLC;

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2.it would not breach any duty or obligation of Employee to a third-party during such period (other than Razor Jacket, LLC);

3.it does not pertain to the Hemp or Aerosol Business; or

4.it does not constitute, and/or is not included in, a Business Record (as defined herein).

(i)during the Employment Period if such discovery, conception, invention, creation, or development:

(A)occurs in the course of Employee’s employment with the Company;

(B)occurs with the use of any of the Company’s time, materials, facilities or other assets; or

(C)in the opinion of the Board, relates or pertains in any way to the Company’s purposes, activities or affairs, or

(ii)before the Employment Period, but only to the extent:

(A)of Employee’s rights thereto;

(B)it would not breach any duty or obligation of Employee to a third-party during such period (except to Razor Jacket, LLC); and

(C)it does not pertain to the Hemp or Aerosol Business.

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never to assert any and all Moral Rights Employee may have in or with respect to any Intellectual Property, even after termination of Employee’s work on behalf of the Company. “Moral Rights” means any rights to claim authorship of any Intellectual Property, to object to or prevent the modification of any Inventions, or to withdraw from circulation or control the publication or distribution of any Intellectual Property, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right”.

Section 7. Restrictive Covenants.

(a)Non-Disclosure. Employee acknowledges that the services he is to render in the course of his employment by the Company are of a special and unusual character with unique value to the Company. Employee further acknowledges that during the Employment Period, the Company has agreed to provide him, as one of its employees, special training and knowledge, Business Opportunities, intellectual property, Trade Secrets and Confidential Information (as defined herein). Employee further acknowledges that the Company has agreed to provide him access to, and simultaneous to the execution of this Agreement he shall receive from the Company, certain Confidential Information (as defined herein). Employee covenants and agrees that he will not at any time, either during or subsequent to his employment, disclose to any third party or directly or indirectly make use of, except for the business of the Company, any special training and knowledge, Business Opportunities, Intellectual Property or Confidential Information received from, or learned as a result of his employment with, the Company or any of its subsidiaries. Ancillary to and in an effort to enforce Employee’s agreement to protect and not to disclose the Company’s or its subsidiaries’ information as set forth in this Section 7, Employee covenants and agrees to the restrictions and obligations set forth in this Section 7. This subsection is expressly subject to Section 7(f). “Trade Secret” means the Uniform Trade Secrets Act as adopted by the State of Texas under Texas Civil Practices & Remedies Code § 134A.002 which included information, without regard to form, including technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that (i) derives economic value, actual or potential, from not being generally known to, and not being generally readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (ii) is the subject of reasonable efforts by the Company to maintain its secrecy.

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disclose to Employee proprietary information he does not currently have access to and which is not public information including, but not limited to, information about aerosol pMDI, MDI and dry powder manufacturing. This subsection and following subparts are expressly subject to Section 7(f).

(i)Except for services related to the activities and interest described on Schedule 7(b), during the Employment Period, Employee shall not directly or indirectly be employed by or render advisory, consulting or other services in connection with any business enterprise or person, other than the Company, that is engaged in activities related to the Hemp or Aerosol Business.

(ii)Except for services related to the activities and interest described on Schedule 7(b), during the Employment Period, Employee shall not, directly or indirectly, in any capacity (including, without limitation, as a proprietor, investor, director or officer or in any other individual or representative capacity), be financially interested in or engage in the Hemp or Aerosol Business other than through the Company.

(iii)Except for services related to the activities and interest described on Schedule 7(b), during the Employment Period, all investments made by Employee (whether in his own name or in the name of any Family Member or made by any of Employee’s Affiliates), which relate to the Hemp or Aerosol Business shall be made solely through the Company; and Employee will not (directly or indirectly through any Family Member) in any capacity (including alone, as a member, partner, joint venture, equity holder, lender or in any other capacity), and will not permit any of his Affiliates to:

(A)invest or otherwise participate alongside the Company in any Business Opportunities; or

(B)invest or otherwise participate in any business or activity relating to a Business Opportunity, regardless of whether the Company ultimately participates in such business or activity.

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(c)Non-Competition After Employment. Except as related to the interests described on Schedule 7(b), upon termination of Employee’s employment by the Company pursuant to Sections 8(b) or 8(c), or by Employee without Good Reason, Employee agrees that for a period commencing upon the date of termination of Employee’s employment hereunder (the “Termination Date”) and ending upon the later to occur of:

(i)the second anniversary of the Termination Date; or

(ii)the third anniversary of the date hereof, Employee shall not, directly or indirectly (including, without limitation, as a proprietor, investor, director or officer or in any other individual or representative capacity)

(A)own, acquire, or solicit the acquisition of, or assist any other person to own, acquire or solicit the acquisition of, any Hemp or Aerosol Business; or

(B)engage in or assist any other person to engage in the Hemp or Aerosol Business.

This subsection is expressly subject to Section 7(f).

As used in this Section 7, the term:

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Company or its affiliates. Such Confidential Information includes the following property or information of the Company or its affiliates, by way of example and without limitation, trade secrets, processes, formulas, data, program documentation, customer lists, designs, drawings, algorithms, source code, object code, know-how, improvements, inventions, licenses, techniques, all plans or strategies for marketing, development and pricing, business plans, financial statements, profit margins and all information concerning existing or potential clients, suppliers or vendors. Confidential Information of the Company also means all similar information disclosed to any member of the Company by third parties that is subject to confidentiality obligations. For purposes of this Section 7, it is agreed that Confidential Information includes, without limitation, any information heretofore acquired or acquired during the term hereof, developed or used by the Company relating to Business Opportunities or Intellectual Property or other research, economic, financial or management aspects of the business, operations, properties or developments of the Company whether oral or in written form in a Business Record (as defined in Section 7(g) below). Notwithstanding the foregoing, no information of the Company will be deemed confidential for the purposes of this Section 7(d) if such information is or becomes public knowledge through no wrongful act of Employee or was previously known by Employee prior to entering into this Agreement, with the exception of Trade Secrets and has not been utilized by the Company, provided further that all Intellectual Property acquired by Company from Razor Jacket, LLC shall be deemed Confidential Information hereunder. This subsection is expressly subject to Section 7(f).

(i)the first anniversary of the Termination Date, or

(ii)the third anniversary of the date hereof, Employee may not:

1.terminate his employment by, or contractual relationship with, the Company;

2.refrain from extending or renewing the same (upon the same or new terms);

3.refrain from rendering services to or for the Company;

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4.become employed by or to enter into contractual relations with any persons other than the Company; or

5.enter into a relationship with a competitor of the Company; or

This subsection is expressly subject to Section 7(f).

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Employee’s delivery of any such documents to the Company. This subsection is expressly subject to Section 7(f).

(ii)result in the Employee disclosing or utilizing any trade secret or proprietary information or documentation of any Person, or

(iii)violate any confidential relationship which Employee may have had with any Person.

This subsection is expressly subject to Section 7(f).

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Section 8. Termination of Employment.

(a)Employee’s employment hereunder shall terminate automatically upon his death.

(c)The Company may terminate Employee’s employment hereunder at any time for Cause. For purposes of this Agreement, “Cause” shall mean any of the following:

(iii)the commission by Employee of any criminal act that constitutes a felony or involves fraud, dishonesty, or moral turpitude (as determined by the reasonable determination of the Board);

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With respect to clauses (i), (ii), and (iv), Cause shall only exist if Employee fails to cure such matter within ten (10) business days after receiving written notice from the Company.

(i)the Company’s failure to timely pay any compensation due to Employee under this Agreement, including failure to provide any stock or stock options due under Section 3, if any;

(ii)a reduction in Employee’s compensation without Employee’s written consent;

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(e)The Company may terminate the Employee’s employment hereunder at any time without Cause.

(f)This Agreement shall terminate in connection with a Non-Renewal.

Section 9. Obligations of Company Upon Termination of Employment.

(a)If Employee’s employment hereunder is terminated pursuant to Sections 8(a), 8(b) or 8(c), or if Employee terminates his employment without Good Reason, or if this Agreement shall terminate as a result of a Non-Renewal, the Company shall pay to Employee, or his estate, trust or similar Person if applicable, on the sixth (6th) day following the Termination Date or the next regularly scheduled payday of the Company following the Termination Date, whichever is later, (i) any accrued but unpaid Base Salary provided for in Section 3 hereof for services rendered through the Termination Date, (ii) any accrued but unpaid expenses required to be reimbursed under Section 4 (iii) any vacation accrued to the Termination Date (based on a value per accrued vacation day, of the Base Pay divided by 260) and (d) any commissions on any then existing orders related to Section 3(d).

(i)on the sixth (6^th) day following the Termination Date or the next regularly scheduled payday of the Company following the Termination Date, respectively;

(A)any accrued but unpaid Base Salary and any commissions on any then existing orders related to Section 3(d).provided for in Section 3 hereof for services rendered through the Termination Date;

(B)any accrued but unpaid expenses required to be reimbursed under Section 4; and

(C)any vacation accrued to the Termination Date (based on a value per accrued vacation day, of the Base Pay divided by 260), and

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(ii)severance pay in an amount equal to twelve months of Employee’s Base Pay pursuant to Section 3. Payments shall be payable in equal monthly installments beginning on the last day of the first month following the Termination Date; provided, however, that none of the benefits payable under Section 9(b)(ii) will be payable unless, and the obligation to pay any severance pursuant to Section 9(b)(ii) shall not accrue until, the Employee has signed and delivered an executed general release, which has become irrevocable, satisfactory to the Company in its reasonable discretion, releasing the Company and its Affiliates and their respective officers, directors, managers, members, partners and employees from any and all claims or potential claims arising from or related to the Employee’s employment or termination of employment.

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Section 10. Withholding Taxes.

Section 11. Attorneys’ Fees and Costs.

Section 12. Notices.

All notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that in writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, by electronic transmission, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the person to receive it.

Section 13. Governing Law, Jurisdiction and Venue and Arbitration.

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Section 14. Assistance in Litigation.

(i)all reasonable, documented out-of-pocket expenses incurred by Employee in rendering such assistance subject to the Company’s reasonable policies regarding the reimbursement of expenses; and

(ii)reasonable compensation for Employee’s time in rendering such assistance if such assistance occurs after the Employment Period.

Section 15. Severability.

Section 16. Survival.

Section 17. Entire Agreement.

Section 18. Modification.

No amendment, alteration or modification to any of the provisions of this Agreement shall be valid unless made in writing and signed by both parties.

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Section 19. Binding Effect; Assignment; No Third Party Benefit.

Section 20. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

Section 21. Voluntary Agreement.

Section 22. Directly or Indirectly.

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SIGNATURE PAGE - JOHNSON EMPLOYMENT AGREEMENT

IN WITNESS WHEREOF, executed this 16^th day of November, 2020.

COMPANY:

Rapid Therapeutic Science Laboratories, Inc.

By: /s/ Donal R. Schmidt, Jr.

Donal R. Schmidt, Jr., President and CEO

EMPLOYEE:

Ryan Johnson

By: /s/ Ryan Johnson

Ryan Johnson

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SCHEDULE 7(b)

1.Any and all non-employee activities related to the existing business A-Vant Garden, LLC.

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ASSIGNMENT OF INTELLECTUAL PROPERTY

THIS ASSIGNMENT OF INTELLECTUAL PROPERTY (this “Assignment”) is entered into effective as November 16, 2020 (the “Effective Date”), by and between Frank Gill, Ryan Johnson and Razor Jacket, LLC, respectively individuals living in Oregon and an Oregon limited liability company (collectively the “Assignor”), jointly and severally on the one hand, and Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (“Assignee”), on the other hand.

WHEREAS, Assignor and Assignee are party to that certain Asset Purchase Agreement dated October 23, 2020 (as amended to date, the “Asset Purchase Agreement”), by and between Assignee and Assignor;

WHEREAS, Assignor owns certain Intellectual Property related to the business of Razor Jacket (the “Assigned Intellectual Property”);

WHEREAS, certain capitalized terms used herein which are not otherwise defined have the meanings given to such terms in the Asset Purchase Agreement.

1. Definition of Intellectual Property. As used in this Assignment, “Intellectual Property” means, without limitation, and in addition to any and all non-enumerated intellectual property of any nature owed by Razor Jacket and/or to which Razor Jacket has a right of ownership or assignable other right or interest, all of the following (directly or indirectly related to, in connection with, or resulting from Assignor’s work as an independent contractor, manager and/or employee for or with Razor Jacket or any subsidiary or affiliate of Razor Jacket/related to the business, operations, sales, marketing, manufacturing of advertising of Razor Jacket anywhere in the world and all legal rights, title, or interest in the following (directly or indirectly related to, in connection with, or resulting from Assignor’s work as an independent contractor, manager and/or employee for or with Razor Jacket or any subsidiary or affiliate of Razor Jacket)/related to the business, operations, sales, marketing, manufacturing or advertising of Razor Jacket, arising under the laws of the United States, any state, or any other country or international treaty regime, whether or not filed, perfected, registered or recorded and whether now or later existing, filed, issued or acquired, including all renewals:

Assignment of Intellectual Property Agreement

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(b) all copyrights, copyright registrations and copyright applications, copyrightable works, and all other corresponding rights;

(c) all mask works, mask work registrations and mask work applications, and all other rights relating to semiconductor design and topography;

(d) all industrial designs, industrial models, utility models, certificates of invention and other indices of invention ownership, and any related registrations and applications;

(h) all databases and data collections and all rights in the same;

(i) all rights of paternity, integrity, disclosure, and withdrawal, and any other rights that may be known or referred to as “moral rights,” in any of the foregoing;

(j) any rights analogous to those set forth in the preceding clauses and any other proprietary rights relating to intangible property;

(k) all tangible embodiments of any of the foregoing, in any form and in any media;

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(l) all versions, releases, upgrades, derivatives, enhancements and improvements of any of the foregoing; and

4. Representations and Warranties. To induce Assignee to enter into this Assignment with Assignor, the Assignor, jointly and severally, represents and warrants the following:

Assignment of Intellectual Property Agreement

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6. Assumption of Liabilities. Assignee assumes any and all liabilities, if any, associated with the Assigned Intellectual Property accruing after the Effective Date.

8. Confidentiality. Assignor acknowledges and agrees that this Assignment, the Assigned Intellectual Property (to the extent not publicly accessible at the execution hereof, or later rendered as such by law or action of Assignee), as well as all other rights, title, and interests assigned hereunder, as well as any and all, non-public information pertaining to the business of Assignee is “Confidential Information” and is the sole and exclusive property of Assignee. Assignor agrees that it will not, at any time after the Effective Date of this Assignment, disclose any such Confidential Information to any third party or use such Confidential Information in any other way adverse to Assignee without Assignee’s consent. Provisions of this Section shall not

Assignment of Intellectual Property Agreement

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9. Survival of Certain Provisions. All representations, warranties, covenants, and obligations of Assignor shall survive the termination, expiration, or cancellation of this Assignment.

10. Successors. The provisions of this Assignment will be binding on the assigns, successors in interest, personal representatives, estates, heirs, and legatees of each of the parties hereto.

11. GOVERNING LAW AND VENUE. THIS ASSIGNMENT HAS BEEN EXECUTED IN, AND WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND APPLIED AND ENFORCED, WITH RESPECT TO CONTRACT LAW ISSUES, IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND, WITH RESPECT TO INTELLECTUAL PROPERTY LAW ISSUES, THE STATUTORY AND REGULATORY LAWS OF THE UNITED STATES AND (AS APPLICABLE) THE COMMON LAW OF THE COURT OF APPEALS FOR THE FEDERAL CIRCUIT OR THE FIFTH CIRCUIT COURT OF APPEALS. FURTHERMORE, EACH PARTY AGREES THAT EXCLUSIVE VENUE FOR ANY ACTION, PROCEEDING OR SUIT ARISING FROM OR OUT OF, EITHER DIRECTLY OR INDIRECTLY, THIS ASSIGNMENT SHALL BE IN A FEDERAL OR STATE COURT IN THE STATE OF TEXAS.

12. Amendment. This Assignment may only be amended by the written consent of all of the parties to this Assignment at the time of such proposed amendment.

14. Headings. The section headings contained in this Assignment are for convenience only and should not be construed as part of this Assignment.

15. Waiver. The waiver by any party hereto of a breach of any provision of this Assignment does not operate as, and should not be construed as, a waiver of any subsequent breach by any party.

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Assignment of Intellectual Property Agreement

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Assignment of Intellectual Property Agreement

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IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their duly authorized officers or agents, if applicable, effective as of the Effective Date.

ASSIGNOR:

Razor Jacket, LLC

By: /s/ Ryan Johnson

Its: Managing Member

Printed Name: Ryan Johnson

By: /s/ Frank Gill

Its: Managing Member

Printed Name: Frank Gill

/s/ Frank Gill

Frank Gill, Individually

/s/ Ryan Johnson

Ryan Johnson, Individually

ASSIGNEE:

Rapid Therapeutic Science Laboratories, Inc.

By: /s/ Donal R. Schmidt, Jr.

Its: CEO

Printed Name: Donal R. Schmidt, Jr.

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Assignment of Intellectual Property Agreement

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APPENDIX A

Assignment of Intellectual Property Agreement

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TRADING AGREEMENT

THIS TRADING AGREEMENT (this “Agreement”), made as of this 16^th day of November 2020 (the “Effective Date”), by and among the individuals or entities who have signed a form of page 8 of this Agreement below (each a “Signature Page”, each signatory a “Shareholder” and collectively if more than one, the “Shareholders”) and Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (RTSL) (the “Company”).

W I T N E S S E TH:

WHEREAS, each Shareholder holds that number of shares of the Company’s common stock as are set forth next to his, her or its signature on the Signature Page (which shares, together with any and all other shares of common stock or other securities of the Company which a Shareholder may obtain beneficial or record ownership of until the end of the Trading Period (defined below), the “Shares”) including, but not limited to any shares obtained by exercising Warrants, or converting convertible securities and/or preferred stock, which Shares shall be subject to the terms of this Agreement as provided below; and

WHEREAS, the parties hereto desire to enter into this Agreement upon the terms and conditions contained hereinafter to set forth conditions pursuant to which the Shareholder may transfer and sell the Shares.

NOW, THEREFORE, in consideration of the mutual premises set forth herein, $10 and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Shareholder, the parties hereto hereby agree as follows.

1. Trading Period. Each Shareholder hereby agrees that:

1.1. Until October 31, 2023, each Shareholder will not, directly or indirectly Transfer any of the Shares; provided that after October 31, 2021, and until October 31, 2023 (such period, the Trading Period”), each Shareholder shall be authorized to sell a limited number of Shares in connection with an open market sale of the Shares, which number of Shares sold in the open market shall not exceed, on a daily basis, more than:

(1) 10.0% of the average aggregate daily number of shares of the Company’s common stock which have traded publicly on the OTC Pink Market, OTCQB, or such other market or exchange on which the Company’s common stock primarily trades, relative to the volume of shares trading during the open market (daily trading volume) (as adjusted for any stock split, recapitalization or combination), as determined by the daily trading volume of the open market for preceeding rolling thirty days.

1.2. Additionally, during the Trading Period:

Trading Agreement (a/k/a Lock-up and Leak-out Agreement)

Shareholders of Rapid Therapeutic Science Laboratories, Inc.

Page 1 of 8

(1) Shareholders will not engage in collectively selling of individual, isolated trades of Shares that total in aggregate more than 10% of the daily trading volume of the Company’s common stock.

(2) Each Shareholder will not sell any Shares in the first or last 30 minutes of any trading day.

(3) Each Shareholder will trade the Shares in multiple trades and not have the allocated daily volume be placed as a single order placed on a trading desk as block trade in the last hour and 30 minutes of the trading day. The individual trading will be done on a “dripped procedure” relative to the daily trading volume. An exemption to this requirement will be if a trade is placed early in the day and the volume “vanishes” at the end of the trading day.

(4) Each Shareholder may have a standard deviation relative to daily trading volume if the afternoon trading session volume lightens significantly relative to the trading market morning session. That standard deviation is not to exceed 2% of the daily trading volume.

The obligations and restrictions of the Shareholder as set forth in Section 1.1 and Section 1.2 are defined as the “Trading Restrictions”.

1.3. “Transfer” means the direct or indirect, offer for sale, sale, pledge, hypothecation, transfer, assignment or other disposition of (or to enter into any transaction or device that is designed to, or could be expected to, result in the sale, pledge, hypothecation, transfer, assignment or other disposition at any time) (including, without limitation, by operation of law), or the entry 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 the Shares, whether any such transaction is to be settled by delivery of Shares or other securities, in cash or otherwise. This includes private transfers to any beneficial owner. For the sake of clarity, and without limiting any other provision of this Agreement, the Shareholder agrees and confirms that a distribution of any Shares to such Shareholder’s security holders, shareholders, members, or other owners, directly or indirectly, and by the operation of law or otherwise, shall be deemed a Transfer hereunder, and shall be prohibited by the terms of this Agreement.

1.4. Any attempted Transfer of Shares by any Shareholder which is not in compliance with this Agreement or which is in violation of the terms of this Agreement shall be void ab initio.

Trading Agreement (a/k/a Lock-up and Leak-out Agreement)

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2. Representations and Warranties of Each Shareholder. Each Shareholder individually, and not jointly or severally, represents, warrants and agrees that:

2.1. The Shareholder is the sole record and beneficial owner of the Shares and has good and marketable title to all of the Shares. Shareholder has sole managerial and dispositive authority with respect to the Shares and has not granted any person a proxy or option to buy the Shares that has not expired or been validly withdrawn.

2.2. The Shares and any certificate evidencing such Shares and/or any book-entry notation representing the Shares, may, at the request of the Company, be stamped or otherwise imprinted or noted with a conspicuous legend in substantially the following form:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THAT CERTAIN TRADING AGREEMENT (A/K/A A LOCK-UP AND LEAK OUT AGREEMENT) BETWEEN CERTAIN SHAREHOLDERS OF THE COMPANY, INCLUDING THE HOLDER, AND THE COMPANY, DATED AS OF OCTOBER 31, 2020. A COPY OF THE LOCK-UP AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY.”

3. Right to Reject Dispositions. In furtherance of the foregoing, the Company and its Transfer Agent are hereby authorized (i) to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Agreement and (ii) to imprint on any certificate representing Shares beneficially owned by a Shareholder (or any book-entry relating to such Shares) with a legend describing the restrictions contained herein.

4. Power and Authority. Each party hereto respectively represents and warrants that such party has full power and authority to enter into this Agreement and that, upon request of the Company, each Shareholder will execute any additional documents necessary in connection with the enforcement hereof.

5. No Assignment; Binding Nature. No party may assign this Agreement in whole or in part, without the written consent of the other parties. This Agreement shall be binding upon the parties and their respective successors and permitted assigns.

6. Inspection of Records. On the first day of each calendar month during the Trading Period, all Shareholders shall produce their prior month’s trading records for inspection by the Company, for all brokerage accounts. Failure to timely produce such trading records shall be a violation of this Agreement and the Company may thereafter, in its sole discretion, cause the transfer agent to suspend further transfers and/or may seek injunctive relief to stop sales of any shares held in a trading account by the applicable Shareholder who has not complied with the terms of this Section 6.

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7. Miscellaneous.

7.1. Severability of Invalid Provision. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

7.2. Entire Agreement of the Parties. The Agreement constitutes the entire agreement of the parties regarding the matters contemplated herein, or related thereto, and supersedes all prior and contemporaneous agreements, and understandings of the parties in connection therewith. No covenant, representations, or conditions, which are not expressed in the Agreement shall affect, or be effective to interpret, change, or restrict, the express provisions of this Agreement.

7.3. Further Assurances. All parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement.

7.4. Specific Performance. The parties agree that the covenants and obligations contained in this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms hereof or thereof would cause irreparable injury in an amount which would be impossible to estimate or determine and for which any remedy at law would be inadequate. As such, the parties agree that if either party fails or refuses to fulfill any of its obligations under this Agreement, then the other party shall have the remedy of specific performance, which remedy shall be cumulative and nonexclusive and shall be in addition to any other rights and remedies otherwise available under any other contract or at law or in equity and to which such party might be entitled. The Shareholder therefore agrees that, in the event of any such breach or threatened breach of this Agreement or the terms and conditions hereof by the Shareholder, the Company shall be entitled, in addition to all other available remedies, to an injunction restraining any breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

7.5. Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED ACCORDING TO, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS PROVISIONS THEREOF AND SHALL BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. Any judicial proceeding brought by or any party regarding any dispute arising out of this Agreement or any matter related hereto may be brought in the courts of the State of Texas, or in the United

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States District Court for the State of Texas and, by execution and delivery of this Agreement, each party hereby submits to the jurisdiction of such courts.

7.6. Construction. When used in this Agreement, unless a contrary intention appears: (i) a term has the meaning assigned to it; (ii) “or” is not exclusive; (iii) “including” means including without limitation; (iv) words in the singular include the plural and words in the plural include the singular, and words importing the masculine gender include the feminine and neuter genders; (v) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vi) the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision hereof; (vii) references contained herein to Article, Section, Schedule and Exhibit, as applicable, are references to Articles, Sections, Schedules and Exhibits in this Agreement unless otherwise specified; (viii) references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form, including, but not limited to email; (ix) references to “dollars”, “Dollars” or “$” in this Agreement shall mean United States dollars; (x) reference to a particular statute, regulation or law means such statute, regulation or law as amended or otherwise modified from time to time; (xi) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (xii) unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”; (xiii) references to “days” shall mean calendar days; and (xiv) the paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement.

7.7. Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (email) or downloaded from a website or data room (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart 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, each other party shall re execute the original form of this Agreement and deliver such form to all other parties. No party shall raise the use

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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 relates to lack of authenticity.

[Remainder of page left intentionally blank. Signature pages follow.]

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IN WITNESS WHEREOF, parties have caused this Agreement to be signed and delivered by their duly authorized representatives as of the date first set forth above.

THE COMPANY:

Rapid Therapeutic Science Laboratories, Inc.

By: /s/ Donal R. Schmidt, Jr.

Its: CEO

Printed Name: Donal R. Schmidt, Jr.

[Signature Pages of Shareholders follow.]

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SHAREHOLDERS:

Frank Gill

By: /s/ Frank Gill

Printed Name: Frank Gill

Shares Beneficially Owned: 625,000

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TRADING AGREEMENT

W I T N E S S E TH:

WHEREAS, each Shareholder holds that number of shares of the Company’s convertible preferred stock as are set forth next to his, her or its signature on the Signature Page (which shares, together with any and all other shares of common stock or other securities of the Company which a Shareholder may obtain beneficial or record ownership of until the end of the Trading Period (defined below), the “Shares”) including, but not limited to the shares of common stock issuable upon conversion of such convertible preferred stock and any shares obtained by exercising Warrants, or converting convertible securities and/or preferred stock, which Shares shall be subject to the terms of this Agreement as provided below; and

1. Trading Period. Each Shareholder hereby agrees that:

1.1. Until October 31, 2025, each Shareholder will not, directly or indirectly Transfer any of the Shares; provided that after October 31, 2022, and until October 31, 2025 (such period, the Trading Period”), each Shareholder shall be authorized to sell a limited number of Shares in connection with an open market sale of the Shares, which number of Shares sold in the open market shall not exceed, on a daily basis, more than:

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1.2. Additionally, during the Trading Period:

(1) Shareholders will not engage in collectively selling of individual, isolated trades of Shares that total in aggregate more than 10% of the daily trading volume of the Company’s common stock.

(2) Each Shareholder will not sell any Shares in the first or last 30 minutes of any trading day.

The obligations and restrictions of the Shareholder as set forth in Section 1.1 and Section 1.2 are defined as the “Trading Restrictions”.

1.4. Any attempted Transfer of Shares by any Shareholder which is not in compliance with this Agreement or which is in violation of the terms of this Agreement shall be void ab initio.

2. Representations and Warranties of Each Shareholder. Each Shareholder individually, and not jointly or severally, represents, warrants and agrees that:

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7. Miscellaneous.

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invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

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herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vi) the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision hereof; (vii) references contained herein to Article, Section, Schedule and Exhibit, as applicable, are references to Articles, Sections, Schedules and Exhibits in this Agreement unless otherwise specified; (viii) references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form, including, but not limited to email; (ix) references to “dollars”, “Dollars” or “$” in this Agreement shall mean United States dollars; (x) reference to a particular statute, regulation or law means such statute, regulation or law as amended or otherwise modified from time to time; (xi) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (xii) unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”; (xiii) references to “days” shall mean calendar days; and (xiv) the paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement.

[Remainder of page left intentionally blank. Signature pages follow.]

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IN WITNESS WHEREOF, parties have caused this Agreement to be signed and delivered by their duly authorized representatives as of the date first set forth above.

THE COMPANY:

Rapid Therapeutic Science Laboratories, Inc.

By: /s/ Donal R. Schmidt, Jr.

Its: CEO

Printed Name: Donal R. Schmidt, Jr.

[Signature Pages of Shareholders follow.]

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SHAREHOLDERS:

Frank Gill

By: /s/ Frank Gill

Printed Name: Frank Gill

Shares Beneficially Owned: 8,250,000

Ryan Johnson

By: /s/ Ryan Johnson

Printed Name: Ryan Johnson

Shares Beneficially Owned: 8,250,000

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12. Mobile Stand, CVO-5 Double, Steel, Blue (Blue Powdercoat Steel Mobile Stand For Cascade CVO-5 DOUBLE UP Package: Fits 2 each CVO-5 vacuum ovens. Locking casters, 2 each side-mounted shelves.)	1	$	1,500
13. Cascade CVO-5 PRO Vacuum Package,120V (Cascade Sciences PRO Vacuum Package includes: CVO-5 Vacuum oven, 4.5 Cubic Ft. (127L), 18”W x 24”D x 18”H, 5 shelves, ambient +26°F to 302°F (+14.4°C to 150°C), NRTL, 120V. MAXEVAP connection Kit, Agilent IDP7, 5.4 CFM dry scroll vacuum pump, 120V, NRTL.)	1	$	13,997
14. Agilent IDP7 with exhaust hose and Power-cord (Agilent IDP7 5.4 cfm Oil-Free, Scroll Pump with Deep Vacuum Feature with exhaust hose and 115v power cord)	1	$	5,250
15. Cascade 82/220g Touchscreen Balance (82g/220g Touchscreen Balance. Includes: • ISO 17025:2017 Certificate of Calibration • NTEP Certified • 5 yr warranty • Internally calibrated • Color capacitive touch-screen • IR Proximity Sensors for hands free operation	1	$	5,995
16. Communication; WiFi, 2xUSB (USB-A and USB-B), Ethernet, 2xRS-232)
17. Cascade 30kg Portable Waterproof Balance (30kg Portable Waterproof Balance. Includes: • ISO 17025:2017 Certificate of Calibration • 3 yr warranty • Externally calibrated • Internal, rechargeable battery - 45 hour operation time on battery • Communication: RS-232)	1	$	2,495
18. Tools, Second Air compressor, air wrench, impact drivers, and, etc.	1	$	15,000
19. California Air Tools 60040CAD 4-HP 60 Gal Air Compressor		$	1,570
20. Heidolph Single-Channel Pump Head: SP Vario		$	1,569
21. Heidolph Peristaltic Pump: PD 5206, 115v		$	3,590
22. HPLC Standards and associates	1	$	6,500
		$	511,120