EXHIBIT 10.1

REORGANIZATION AND STOCK PURCHASE AGREEMENT

This REORGANIZATION AND STOCK PURCHASE AGREEMENT dated as of February 21, 2022 (this "Agreement") is by and among Cocoluv, Inc., a Nevada corporation (“Cocoluv”), Reymund Guillermo (the “Cocoluv Shareholder”), and Karbon-X Project Inc., a British Columbia corporation ("Acquiror") and shareholders of Acquiror (“Acquiror Shareholders”).

RECITALS

WHEREAS, Acquiror Shareholders or assigns will acquire directly or indirectly an interest in the equity of Cocoluv through the acquisition of 20,000,000 shares of Cocoluv common stock from the Cocoluv Shareholder (the “Cocoluv Shares”); and

NOW, THEREFORE, the Board of Directors of Cocoluv and the Board of Directors of Acquiror deem it advisable and in the best interests of their corporations and the respective equity holders that Acquiror Shareholders acquire the Cocoluv Shares, in accordance with the terms and conditions of this Reorganization and Stock Purchase Agreement.

1.

Pre-Closing Actions of Cocoluv. Immediately upon execution of this Agreement and prior to any Closing as set forth herein, Cocoluv shall undertake the following actions:

	(a)	The Board of Directors of Cocoluv shall unanimously approve and deliver to Cutler Law Group (the "Escrow Agent") in escrow (the "Escrow"), pursuant to the terms of the Escrow Agreement attached hereto as Exhibit A, notarized board and shareholder resolutions (as required) with respect to (a) approving all of the transactions set forth herein; (b) directing the size of the Board of Directors to be three to five members; and (c) electing two designees of Acquiror to the board of directors of Cocoluv (the “Resolutions”).
	(b)	The Cocoluv Shareholder shall deliver to Escrow the Cocoluv Shares.
	(c)	Cocoluv shall deliver to Escrow notarized resignations as officers and directors of all prior officers and directors.
	(d)	Cocoluv shall use its reasonable best efforts to prepare and complete the documents necessary to be filed with local, state and federal authorities to consummate the transactions contemplated hereby.

2.

Pre-Closing Actions of Acquiror. Acquiror or parties on behalf of Acquiror shall undertake the following actions:

(a)

Acquiror Shareholders shall deliver to Escrow the common stock shares, preferred stock shares, or other securities that represent 100% of the equity of Acquiror such that at Closing, Acquiror shall become a wholly-owned subsidiary of Cocoluv (the “Acquiror Escrowed Shares”).

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3.

Conditions to Closing

The parties' obligation to close the proposed Acquisition will be subject to specified conditions precedent including, but not limited to, the following:

	(a)	the representations and warranties of Cocoluv as set forth in Section 6 herein shall remain true and correct as of the Closing Date and no material adverse change to the financial condition of Cocoluv shall have occurred;
	(b)	the representations and warranties of Acquiror and Acquiror Shareholders as set forth in Section 7 herein shall remain true and correct as of the Closing Date and no material adverse change in the business or financial condition of Acquiror shall have occurred;
	(c)	all the documents necessary to be filed with local, state and federal authorities are prepared, and to the extent applicable, filed.
	(d)	Acquiror shall have provided the Acquiror Board Resolutions and any other documents or approval required to complete the transactions contemplated hereby and in the Acquiror Board Resolutions;
	(e)	Acquiror shall retain its good standing as a publicly traded company under the Securities Exchange Act of 1934, trading on OTC Pink Market maintained by OTC Markets Group under the symbol "CMOV";

4.

At the Closing.

	(a)	At the Closing, Cutler Law Group shall release from escrow to Acquiror the Cocoluv Board and Shareholder Resolutions and the Resignations from Cocoluv.
	(b)	At the Closing, Cutler Law Group shall release the Escrowed Cocoluv Shares to Acquiror Shareholders or assigns.
	(c)	At the Closing, Cutler Law Group shall release the Escrowed Acquiror Shares to Cocoluv.

	5.	Timing of Closing. The closing of the transactions contemplated by this Agreement ((the " Closing") shall occur upon the satisfaction of the conditions set forth in this Agreement and upon instructions from the parties hereto to the Escrow Agent. The closing (“Closing”) date shall occur on or before February 28, 2022 in the event such conditions are met, which would be extended to not later than March 31, 2022 upon agreement of the parties. Unless otherwise advised in writing by the parties, in the event the Closing does not occur on or before March 31, 2022, (i) the Escrow Agent shall return the Escrowed Cocoluv Shares, the Resignations, and the Cocoluv Board Resolutions to Cocoluv; and (ii) the Escrow Agent shall return the Acquiror Escrowed Shares to Acquiror.
	6.	Representations of Cocoluv. Cocoluv represents and warrants as follows:

	(a)	Ownership of Shares. As of the Closing Date, the Acquiror Shareholders or assigns will become the owner of the Escrowed Cocoluv Shares. The Escrowed Cocoluv Shares will be free from claims, liens or other encumbrances, except as provided under applicable federal and state securities laws;
	(b)	Fully paid and Nonassessable. The Escrowed Cocoluv Shares constitute duly and validly issued securities of Cocoluv, and are fully paid and nonassessable, and Cocoluv further represents that it has the power and the authority to execute this Agreement and to perform the obligations contemplated hereby;

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	(c)	Organization of Cocoluv; Authorization. Cocoluv is a corporation duly organized, validly existing and in good standing under the laws of Nevada with full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action of Cocoluv and this Agreement constitutes a valid and binding obligation of Cocoluv enforceable against it in accordance with its terms. Cocoluv has no subsidiaries.
	(d)	Capitalization. The authorized capital stock of Cocoluv consists of 200,000,000 shares of common stock, par value $0.001 per share, and no shares of Preferred Stock. As of the Closing Date, Cocoluv will have a total of no more than 64,900,000 shares of common stock issued and outstanding. No other securities are issued or outstanding. As of the Closing Date, all of the issued and outstanding shares of common stock of Cocoluv are validly issued, fully paid and non-assessable. There is not and as of the Closing Date, there will not be outstanding any warrants, options or other agreements on the part of Cocoluv obligating Cocoluv to issue any additional shares of common or preferred stock or any of its securities of any kind. Cocoluv will not issue any shares of capital stock from the date of this Agreement through the Closing Date. The Common Stock of Cocoluv is presently trading on Pink Market maintained by OTC Markets Group under the symbol "CCLV". The Common Stock of Cocoluv is not subject to any restriction on deposit, transfer or any other services pursuant to a “chill” by the Depository Trust Company.
	(e)	Ownership of Cocoluv Shares. The delivery by Escrow at Closing of certificates or other evidence of ownership provided herein for the Escrowed Cocoluv Shares will result in the immediate acquisition of record and beneficial ownership of the Escrowed Cocoluv Shares, free and clear of all encumbrances.
	(e)	No Conflict as to Cocoluv. Neither the execution and delivery of this Agreement nor the consummation of the exchange of the Cocoluv Shares will (a) violate any provision of the certificate of incorporation or by-laws (or other governing instrument) of Cocoluv or (b) violate, or be in conflict with, or constitute a default (or an event which, 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 excuse performance by any Person of any of its obligations under, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any encumbrance upon any property or assets of Cocoluv under, any material agreement or commitment to which Cocoluv is a party or by which its property or assets is bound, or to which any of the property or assets of Cocoluv is subject, or (c) violate any statute or law or any judgment, decree, order, regulation or rule of Governmental Body applicable to Cocoluv except, in the case of violations, conflicts, defaults, terminations, accelerations or encumbrances described in clause (b) of this Section for such matters which are not likely to have a material adverse effect on the business or financial condition of Cocoluv. The term "Governmental Body" shall mean any government, municipality or political subdivision thereof, whether federal, state, local or foreign, or any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body, or any court, arbitrator, administrative tribunal or public utility.
	(g)	Consents and Approvals of Governmental Authorities. No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Body or quasi-governmental body is required to be made or obtained by Cocoluv in connection with the execution, delivery and performance of this Agreement by Cocoluv or the consummation of the sale of the Escrowed Cocoluv Securities.

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	(h)	Other Consents. No consent of any Person is required to be obtained by Cocoluv to the execution, delivery and performance of this Agreement or the consummation of the sale of the Escrowed Cocoluv Securities, including, but not limited to, consents from parties to leases or other agreements or commitments.
	(i)	Litigation. There is no action, suit, inquiry, proceeding or investigation by or before any Governmental body pending or threatened in writing against or involving Cocoluv, any of its officers or directors, or which questions or challenges the validity of this Agreement. There are no pending or threatened disputes with any prior officer or director of Cocoluv. Cocoluv is not subject to any judgment, order or decree that is likely to have a material adverse effect on the business or financial condition of Cocoluv.
	(j)	Absence of Certain Changes. From December 31, 2019, to the date hereof, Cocoluv has not:

	1.	suffered damage or destruction of any of its properties or assets (whether or not covered by insurance) which is materially adverse to the financial condition of Cocoluv, or made any disposition of any of its material properties or assets other than in the ordinary course of business;
	2.	made any change or amendment in its certificate of incorporation or by-laws, or other governing instruments, except as contemplated hereby or required to effect the transactions set forth herein;
	3.	organized any new subsidiary or acquired any securities of any Person or any equity or ownership interest in any business;
	4.	borrowed any funds or incurred, or assumed or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability with respect to any such indebtedness for borrowed money;
	5.	paid, discharged or satisfied any material claim, liability or obligation (absolute, accrued, contingent or otherwise);
	6.	prepaid any material obligation having a maturity of more than 90 days from the date such obligation was issued or incurred;
	7.	cancelled any material debts or waived any material claims or rights;
	8.	written off or been required to write off any notes or accounts receivable;
	9.	with the exception of the liability of Cocoluv’s transfer agent (which does not exceed $3,000), incurred any liability (in excess of $3,000.00) or other obligation.

 

(k)

Contracts and Commitments. Cocoluv is not a party to any:

	1.	Contract or agreement (except for this Agreement) involving any liability, obligation or covenant on the part of Cocoluv except with respect to its transfer agent.
	2.	Lease of personal property;

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	3.	Employee bonus, stock option or stock purchase, performance unit, profit-sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any of the employees, former employees or retired employees of Cocoluv;
	4.	Commitment, contract or agreement that is currently expected by the management of Cocoluv to result in any material loss upon completion or performance thereof;
	5.	Contract, agreement or commitment with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; or
	6.	Employment agreement or other similar agreement.

	(l)	Compliance with Law. The operations of Cocoluv have been conducted in accordance with all applicable laws and regulations of all Governmental Bodies having jurisdiction over them, except for violations thereof which are not likely to have a material adverse effect on the business or financial condition of Cocoluv. Cocoluv has not received any notification of any asserted present or past failure by it to comply with any such applicable laws or regulations. Cocoluv has all material licenses, permits, orders or approvals from the Governmental Bodies required for the conduct of its business, issued or in process, and is not in material violation of any such licenses, permits, orders and approvals. All such licenses, permits, orders and approvals are in full force and effect, and no suspension or cancellation of any thereof has been threatened.
	(m)	Tax Matters.

1.

Cocoluv (1) has filed or shall file prior to Closing all nonconsolidated and noncombined Tax Returns and all consolidated or combined Tax Returns of Cocoluv (for the purposes of this Section, such tax Returns shall be considered nonconsolidated and noncombined Tax Returns) required to be filed through the date hereof and has paid any Tax due through December 31, 2020 with respect to the time periods covered by such nonconsolidated and noncombined Tax Returns and shall timely pay any such Taxes required to be paid by it after the date hereof with respect to such Tax Returns and (2) shall prepare and timely file all such nonconsolidated and noncombined Tax Returns required to be filed after the date hereof and through the Closing Date and pay all Taxes required to be paid by it with respect to the periods covered by such Tax Returns; (B) all such Tax Returns filed pursuant to clause (A) after the date hereof shall, in each case, be prepared and filed in a manner consistent in all material respects (including elections and accounting methods and conventions) with such Tax Return most recently filed in the relevant jurisdiction prior to the date hereof, except as otherwise required by law or regulation. Any such Tax Return filed or required to be filed after the date hereof shall not reflect any new elections or the adoption of any new accounting methods or conventions or other similar items, except to the extent such particular reflection or adoption is required to comply with any law or regulation. "Affiliate" of any person means any other person directly or indirectly through one or more intermediary persons, controlling, controlled by or under common control with such person. "Tax" (including, with correlative meaning, the terms "Taxes" and "Taxable") shall mean: (i)(A) any net income, gross income, gross receipts, sales, use, ad valorem, transfer, transfer gains, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, rent, recording, occupation, premium, real or personal property, intangibles, environmental or windfall profits tax, alternative or add-on minimum tax, customs duty or other tax, fee, duty, levy, impost, assessment or charge of any kind whatsoever (including but not limited to taxes assessed to real property and water and sewer rents relating thereto), together with; (B) any interest and any penalty, addition to tax or additional amount imposed by any Governmental Body (domestic or foreign) (a "Tax Authority") responsible for the imposition of any such tax and interest on such penalties, additions to tax, fines or additional amounts, in each case, with respect to any party hereto, its business or assets (or the transfer thereof); (ii) any liability for the payment of any amount of the type described in the immediately preceding clause (i) as a result of a party hereto being a member of an affiliated or combined group with any other person at any time on or prior to the date of Closing; and (iii) any liability of a party hereto for the payment of any amounts of the type described in the immediately preceding clause (i) as a result of a contractual obligation to indemnify any other person. "Tax Return" shall mean any return or report (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to any Tax Authority.

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	2.	Cocoluv represents that prior to Closing, all consolidated or combined Tax Returns (except those described in subparagraph (1) above) required to be filed by any person through December 31, 2020 that are required or permitted to include the income, or reflect the activities, operations and transactions, of Cocoluv for any taxable period shall have been timely filed, and the income, activities, operations and transactions of Cocoluv shall have been properly included and reflected thereon. Cocoluv shall prepare and file, or cause to be prepared and filed, all such consolidated or combined Tax Returns that are required or permitted to include the income, or reflect the activities, operations and transactions, of Cocoluv, with respect to any taxable year or the portion thereof ending on or prior to the Closing Date, including, without limitation, Cocoluv’s consolidated federal income tax return for such taxable years. All Tax Returns filed pursuant to this subparagraph (2) after the date hereof shall, in each case, to the extent that such Tax Returns specifically relate to Cocoluv and do not generally relate to matters affecting other members of Cocoluv’s consolidated group, be prepared and filed in a manner consistent in all material respects (including elections and accounting methods and conventions) with the Tax Return most recently filed in the relevant jurisdictions prior to the date hereof, except as otherwise required by law or regulation. Cocoluv has paid or will pay all Taxes that may now or hereafter be due with respect to the taxable periods covered by such consolidated or combined Tax Returns.
	3.	There is no (nor has there been any request for an) agreement, waiver or consent providing for an extension of time with respect to the assessment of any Taxes attributable to Cocoluv, or its assets or operations and no power of attorney granted by Cocoluv with respect to any Tax matter is currently in force.
	4.	There is no action, suit, proceeding, investigation, audit, claim, demand, deficiency or additional assessment in progress, pending or threatened against or with respect to any Tax attributable to Cocoluv or its assets or operations.
	5.	All amounts required to be withheld as of the Closing Date for Taxes or otherwise have been withheld and paid when due to the appropriate agency or authority.

 

(n)

Borrowing and Guarantees. Except for not more than $5,000 in current accounts payable, at the Closing, that will be paid by Cocoluv at closing, Cocoluv (a) will not have any indebtedness for borrowed money, (b) are not lending or committed to lend any money (except for advances to employees in the ordinary course of business), and (c) are not guarantors or sureties with respect to the obligations of any Person.

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(o)

Environmental Matters.

	1.	At all times prior to the date hereof, Cocoluv has complied in all material respects with applicable environmental laws, orders, regulations, rules and ordinances, the violation of which would have a material adverse effect on the business or financial condition of Cocoluv, or which would require a payment by Cocoluv in excess of $2,000 in the aggregate, and which have been duly adopted, imposed or promulgated by any legislative, executive, administrative or judicial body or officer of any Governmental Body.
	2.	The environmental licenses, permits and authorizations that are material to the operations of Cocoluv and its Subsidiary, taken as a whole, are in full force and effect.

	(p)	Disclosure. Neither this Agreement, the Schedules hereto nor any of the Transaction Documents contain any untrue statement of a material fact with respect to Cocoluv or the Cocoluv Shareholder, or omit to state a material fact necessary in order to make the statements contained herein or therein with respect to Cocoluv, or the Cocoluv Shareholder, not misleading. Neither Cocoluv nor the Cocoluv Shareholder has any knowledge of any events, transactions or other facts which, either individually or in the aggregate, may give rise to circumstances or conditions which would have a material adverse effect on the general affairs or the condition of business of Cocoluv. “Transaction Documents” shall mean, collectively, this Agreement, and each of the other agreements and instruments to be executed and delivered by all or some of the parties hereto in connection with the consummation of the transactions contemplated hereby.
	(q)	Financial Statements. The financial statements of Cocoluv as filed with the US Securities and Exchange Commission, were prepared in accordance with generally accepted accounting principles, consistently applied, and represent fairly the financial condition, assets and revenues of Acquiror as of the date thereof.

7.

Representations of Acquiror and Acquiror Shareholders. Acquiror and Acquiror Shareholders represent and warrant as follows:

	(a)	Ownership of Shares. As of the Closing Date, Cocoluv will become the owner of the Escrowed Acquiror Shares. The Escrowed Acquiror Shares will be free from claims, liens or other encumbrances, except as provided under applicable federal and state securities laws;
	(b)	Fully paid and Nonassessable. The Escrowed Acquiror Shares constitute duly and validly issued securities of Acquiror, and are fully paid and nonassessable, and Acquiror further represents that it has the power and the authority to execute this Agreement and to perform the obligations contemplated hereby;
	(c)	Organization of Acquiror; Authorization. Acquiror is a corporation duly organized, validly existing and in good standing under the laws of British Columbia with full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action of Acquiror and this Agreement constitutes a valid and binding obligation of Acquiror enforceable against it in accordance with its terms. Acquiror has no subsidiaries.
	(d)	Capitalization. The authorized capital stock of Acquiror consists of no maximum Class A Common Voting Shares and no maximum Class B Common Non-Voting Shares. As of the Closing Date, Acquiror will have a total of 1,000 Class A Common Voting shares issued and outstanding. No other securities are issued or outstanding. As of the Closing Date, all of the issued and outstanding shares of common stock of Acquiror are validly issued, fully paid and non-assessable. There is not and as of the Closing Date, there will not be outstanding any warrants, options or other agreements on the part of Acquiror obligating Acquiror to issue any additional shares of common or preferred stock or any of its securities of any kind. Acquiror will not issue any shares of capital stock from the date of this Agreement through the Closing Date.

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	(e)	Ownership of Acquiror Shares. The delivery by Escrow at Closing of certificates or other evidence of ownership provided herein for the Escrowed Acquiror Shares will result in the immediate acquisition of record and beneficial ownership of the Escrowed Acquiror Shares, free and clear of all encumbrances.
	(e)	No Conflict as to Acquiror. Neither the execution and delivery of this Agreement nor the consummation of the exchange of the Acquiror Shares will (a) violate any provision of the certificate of incorporation or by-laws (or other governing instrument) of Acquiror or (b) violate, or be in conflict with, or constitute a default (or an event which, 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 excuse performance by any Person of any of its obligations under, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any encumbrance upon any property or assets of Acquiror under, any material agreement or commitment to which Acquiror is a party or by which its property or assets is bound, or to which any of the property or assets of Acquiror is subject, or (c) violate any statute or law or any judgment, decree, order, regulation or rule of Governmental Body applicable to Acquiror except, in the case of violations, conflicts, defaults, terminations, accelerations or encumbrances described in clause (b) of this Section for such matters which are not likely to have a material adverse effect on the business or financial condition of Acquiror. The term "Governmental Body" shall mean any government, municipality or political subdivision thereof, whether federal, state, local or foreign, or any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body, or any court, arbitrator, administrative tribunal or public utility.
	(g)	Consents and Approvals of Governmental Authorities. No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Body or quasi-governmental body is required to be made or obtained by Acquiror in connection with the execution, delivery and performance of this Agreement by Acquiror or the consummation of the sale of the Escrowed Acquiror Securities.
	(h)	Other Consents. No consent of any Person is required to be obtained by Acquiror to the execution, delivery and performance of this Agreement or the consummation of the sale of the Escrowed Acquiror Securities, including, but not limited to, consents from parties to leases or other agreements or commitments.
	(i)	Litigation. There is no action, suit, inquiry, proceeding or investigation by or before any Governmental body pending or threatened in writing against or involving Acquiror, any of its officers or directors, or which questions or challenges the validity of this Agreement. There are no pending or threatened disputes with any prior officer or director of Acquiror. Acquiror is not subject to any judgment, order or decree that is likely to have a material adverse effect on the business or financial condition of Acquiror.

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(j)

Absence of Certain Changes. From March 31, 2019, to the date hereof, Acquiror has not:

	1.	suffered damage or destruction of any of its properties or assets (whether or not covered by insurance) which is materially adverse to the financial condition of Acquiror, or made any disposition of any of its material properties or assets other than in the ordinary course of business;
	2.	except for an amendment to its Certificate of Incorporation to change its name to Acquiror Corp. and to increase the authorized capital stock of the corporation, made any change or amendment in its certificate of incorporation or by-laws, or other governing instruments, except as contemplated hereby or required to effect the transactions set forth herein;
	3.	organized any new subsidiary or acquired any securities of any Person or any equity or ownership interest in any business;
	4.	borrowed any funds or incurred, or assumed or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability with respect to any such indebtedness for borrowed money;
	5.	paid, discharged or satisfied any material claim, liability or obligation (absolute, accrued, contingent or otherwise);
	6.	prepaid any material obligation having a maturity of more than 90 days from the date such obligation was issued or incurred;
	7.	cancelled any material debts or waived any material claims or rights;
	8.	written off or been required to write off any notes or accounts receivable;
	9.	incurred any liability (in excess of $3,000.00) or other obligation.

(k)

Contracts and Commitments. Acquiror is not a party to any:

	1.	Contract or agreement (except for this Agreement) involving any liability, obligation or covenant on the part of Acquiror except with respect to its transfer agent.
	2.	Lease of personal property;
	3.	Employee bonus, stock option or stock purchase, performance unit, profit-sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any of the employees, former employees or retired employees of Acquiror;
	4.	Commitment, contract or agreement that is currently expected by the management of Acquiror to result in any material loss upon completion or performance thereof;
	5.	Contract, agreement or commitment with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; or
	6.	Employment agreement or other similar agreement.

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	(l)	Compliance with Law. The operations of Acquiror have been conducted in accordance with all applicable laws and regulations of all Governmental Bodies having jurisdiction over them, except for violations thereof which are not likely to have a material adverse effect on the business or financial condition of Acquiror. Acquiror has not received any notification of any asserted present or past failure by it to comply with any such applicable laws or regulations. Acquiror has all material licenses, permits, orders or approvals from the Governmental Bodies required for the conduct of its business, issued or in process, and is not in material violation of any such licenses, permits, orders and approvals. All such licenses, permits, orders and approvals are in full force and effect, and no suspension or cancellation of any thereof has been threatened.
	(m)	Tax Matters.

1.

Acquiror (1) has filed or shall file prior to Closing all nonconsolidated and noncombined Tax Returns and all consolidated or combined Tax Returns of Acquiror (for the purposes of this Section, such tax Returns shall be considered nonconsolidated and noncombined Tax Returns) required to be filed through the date hereof and has paid any Tax due through December 31, 2020 with respect to the time periods covered by such nonconsolidated and noncombined Tax Returns and shall timely pay any such Taxes required to be paid by it after the date hereof with respect to such Tax Returns and (2) shall prepare and timely file all such nonconsolidated and noncombined Tax Returns required to be filed after the date hereof and through the Closing Date and pay all Taxes required to be paid by it with respect to the periods covered by such Tax Returns; (B) all such Tax Returns filed pursuant to clause (A) after the date hereof shall, in each case, be prepared and filed in a manner consistent in all material respects (including elections and accounting methods and conventions) with such Tax Return most recently filed in the relevant jurisdiction prior to the date hereof, except as otherwise required by law or regulation. Any such Tax Return filed or required to be filed after the date hereof shall not reflect any new elections or the adoption of any new accounting methods or conventions or other similar items, except to the extent such particular reflection or adoption is required to comply with any law or regulation. "Affiliate" of any person means any other person directly or indirectly through one or more intermediary persons, controlling, controlled by or under common control with such person. "Tax" (including, with correlative meaning, the terms "Taxes" and "Taxable") shall mean: (i)(A) any net income, gross income, gross receipts, sales, use, ad valorem, transfer, transfer gains, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, rent, recording, occupation, premium, real or personal property, intangibles, environmental or windfall profits tax, alternative or add-on minimum tax, customs duty or other tax, fee, duty, levy, impost, assessment or charge of any kind whatsoever (including but not limited to taxes assessed to real property and water and sewer rents relating thereto), together with; (B) any interest and any penalty, addition to tax or additional amount imposed by any Governmental Body (domestic or foreign) (a "Tax Authority") responsible for the imposition of any such tax and interest on such penalties, additions to tax, fines or additional amounts, in each case, with respect to any party hereto, its business or assets (or the transfer thereof); (ii) any liability for the payment of any amount of the type described in the immediately preceding clause (i) as a result of a party hereto being a member of an affiliated or combined group with any other person at any time on or prior to the date of Closing; and (iii) any liability of a party hereto for the payment of any amounts of the type described in the immediately preceding clause (i) as a result of a contractual obligation to indemnify any other person. "Tax Return" shall mean any return or report (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to any Tax Authority.

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	2.	Acquiror represents that prior to Closing, all consolidated or combined Tax Returns (except those described in subparagraph (1) above) required to be filed by any person through December 31, 2020 that are required or permitted to include the income, or reflect the activities, operations and transactions, of Acquiror for any taxable period shall have been timely filed, and the income, activities, operations and transactions of Acquiror shall have been properly included and reflected thereon. Acquiror shall prepare and file, or cause to be prepared and filed, all such consolidated or combined Tax Returns that are required or permitted to include the income, or reflect the activities, operations and transactions, of Acquiror, with respect to any taxable year or the portion thereof ending on or prior to the Closing Date, including, without limitation, Acquiror’s consolidated federal income tax return for such taxable years. All Tax Returns filed pursuant to this subparagraph (2) after the date hereof shall, in each case, to the extent that such Tax Returns specifically relate to Acquiror and do not generally relate to matters affecting other members of Acquiror’s consolidated group, be prepared and filed in a manner consistent in all material respects (including elections and accounting methods and conventions) with the Tax Return most recently filed in the relevant jurisdictions prior to the date hereof, except as otherwise required by law or regulation. Acquiror has paid or will pay all Taxes that may now or hereafter be due with respect to the taxable periods covered by such consolidated or combined Tax Returns.
	3.	There is no (nor has there been any request for an) agreement, waiver or consent providing for an extension of time with respect to the assessment of any Taxes attributable to Acquiror, or its assets or operations and no power of attorney granted by Acquiror with respect to any Tax matter is currently in force.
	4.	There is no action, suit, proceeding, investigation, audit, claim, demand, deficiency or additional assessment in progress, pending or threatened against or with respect to any Tax attributable to Acquiror or its assets or operations.
	5.	All amounts required to be withheld as of the Closing Date for Taxes or otherwise have been withheld and paid when due to the appropriate agency or authority.

	(n)	Borrowing and Guarantees. Acquiror (a) does not have any indebtedness for borrowed money, (b) is not lending or committed to lend any money (except for advances to employees in the ordinary course of business), and (c) is not guarantors or sureties with respect to the obligations of any Person.
	(o)	Environmental Matters.

	1.	At all times prior to the date hereof, Acquiror has complied in all material respects with applicable environmental laws, orders, regulations, rules and ordinances, the violation of which would have a material adverse effect on the business or financial condition of Acquiror, or which would require a payment by Acquiror in excess of $2,000 in the aggregate, and which have been duly adopted, imposed or promulgated by any legislative, executive, administrative or judicial body or officer of any Governmental Body.
	2.	The environmental licenses, permits and authorizations that are material to the operations of Acquiror and its Subsidiary, taken as a whole, are in full force and effect.

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	(p)	Disclosure. Neither this Agreement, the Schedules hereto nor any of the Transaction Documents contain any untrue statement of a material fact with respect to Acquiror or the Acquiror Shareholder, or omit to state a material fact necessary in order to make the statements contained herein or therein with respect to Acquiror, or the Acquiror Shareholder, not misleading. Neither Acquiror nor its Subsidiary nor the Acquiror Shareholder has any knowledge of any events, transactions or other facts which, either individually or in the aggregate, may give rise to circumstances or conditions which would have a material adverse effect on the general affairs or the condition of business of Acquiror. “Transaction Documents” shall mean, collectively, this Agreement, and each of the other agreements and instruments to be executed and delivered by all or some of the parties hereto in connection with the consummation of the transactions contemplated hereby.
	(q)	Financial Statements. The financial statements of Acquiror attached hereto as Exhibit A, were prepared in accordance with generally accepted accounting principles, consistently applied, and represent fairly the financial condition, assets and revenues of Acquiror as of the date thereof.

8.

Indemnification.

	(a)	Survival of Cocoluv Representations, Warranties and Covenants. Notwithstanding any right of Acquiror fully to investigate the affairs of Cocoluv, and notwithstanding any knowledge of facts determined or determinable by Acquiror pursuant to such investigation or right of investigation, Acquiror has the right to rely fully upon the representations, warranties, covenants and agreements of Cocoluv contained in this Agreement, or listed or disclosed on any Schedule hereto or in any instrument delivered in connection with or pursuant to any of the foregoing. All such representations, warranties, covenants and agreements shall survive the execution and delivery of this Agreement and the Closing hereunder.
	(b)	Survival of Acquiror Representations, Warranties and Covenants. Notwithstanding any right of Cocoluv fully to investigate the affairs of Acquiror, and notwithstanding any knowledge of facts determined or determinable by Cocoluv pursuant to such investigation or right of investigation, Cocoluv has the right to rely fully upon the representations, warranties, covenants and agreements of Acquiror contained in this Agreement, or listed or disclosed on any Schedule hereto or in any instrument delivered in connection with or pursuant to any of the foregoing. All such representations, warranties, covenants and agreements shall survive the execution and delivery of this Agreement and the Closing hereunder.

	9.	Notices.

Any notice which any of the parties hereto may desire to serve upon any of the other parties hereto shall be in writing and shall be conclusively deemed to have been received by the party at its address, if mailed, postage prepaid, United States mail, registered, return receipt requested, to the following addresses:

If to Cocoluv

Cocoluv Corp. 1390 Main Street   Suite 200 San Francisco, CA 97204 Attn: Reymond Guillermo

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	If to Acquiror		Karbon-X Project, Inc. 312 Dohert Dr Quesnel, BC Canada V2J 1B5 Attn: Chad Clovis

 

	10.	Successors.
		This Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives and successors and assigns of the parties.
	11.	Choice of Law.
		This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada, and the parties submit to the exclusive jurisdiction of the courts of Nevada in respect of all disputes arising hereunder.
	12.	Counterparts.
		This Agreement may be signed in one or more counterparts, all of which taken together shall constitute an entire agreement.
	13.	Public Announcement.
		The parties shall make no public announcement concerning this agreement, their discussions or any other letters, memos or agreements between the parties relating to this agreement except upon mutual written consent. Either of the parties, but only after reasonable consultation with the other, may make disclosure if required under applicable law.
	14.	Entire Agreement.
		This Agreement sets forth the entire agreement and understanding of the Parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any Party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.15.
		Except as otherwise specifically set forth herein, each party will bear its own attorneys, brokers, investment bankers, agents, and finders employed by, such party. The parties will indemnify each other against any claims, costs, losses, expenses or liabilities arising from any claim for commissions, finder's fees or other compensation in connection with the transactions contemplated herein which may be asserted by any person based on any agreement or arrangement for payment by the other party.
	15.	Attorney’s Fees.
		Should any action be commenced between the parties to this Agreement concerning the matters set forth in this Agreement or the right and duties of either in relation thereto, the prevailing party in such Action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its Attorney’s Fees and Costs.

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	16.	Finders.
		Cocoluv represents and warrants that there are no finders or other parties which have represented Cocoluv in connection with this transaction which have not been previously provided with appropriate compensation. In the event any such finders make a claim for any fee, share issuance of other compensation in connection with the transactions contemplated hereby, they shall be the sole responsibility of Cocoluv. Acquiror represents and warrants that there are no finders or other parties which have represented Acquiror in connection with this transaction. In the event any such finders make a claim for any fee, share issuance of other compensation in connection with the transactions contemplated hereby, they shall be the sole responsibility of Acquiror.

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

For and on behalf of:	Cocoluv Corp., a Nevada corporation
	By:
		Reymond Guillermo
		Chief Executive Officer
For and on behalf of:	Karbon-X Project Inc.
	By:
		Chad Clovis

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 EXHIBIT 10.2

EXHIBIT 10.3

  EXHIBIT 10.4