As filed with the Securities and Exchange Commission on November 2, 2017


                                                              PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

                                                              Preliminary Offering Circular dated November 2, 2017

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the SEC).
Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be
accepted before the offering statement filed with the SEC is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation
of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or
qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two
business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final
Offering Circular was filed may be obtained.

OFFERING CIRCULAR

                                                                                   CLIKIA CORP.

                                                                     ___________ Shares of Common Stock

By this Offering Circular, Clikia Corp., a Nevada corporation, is offering for sale a maximum of _____________ shares of its common stock (the Offered Shares),
at a fixed price of $_________ per share, pursuant to Tier 1 of Regulation A of the United States Securities and Exchange Commission (the SEC). A minimum purchase
of $300 of the Offered Shares is required in this offering. This offering is being conducted on a best-efforts basis, which means that there is no minimum number of
Offered Shares that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. All proceeds from this offering
will become immediately available to us and may be used as they are accepted. Purchasers of the Offered Shares will not be entitled to a refund and could lose their
entire investments. This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from
this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion. (See Plan of Distribution).

                                Number of Shares                Price to Public                 Commissions (1)         Proceeds to Company (2)
        Maximum Offering        ___________                     $___________                    $___________            $___________
        (1)     We may offer the Offered Shares through registered broker-dealers and we may pay finders. However, information as to any such broker-dealer or
                finder shall be disclosed in an amendment to this Offering Circular.
        (2)     Does not account for the payment of expenses of this offering estimated at $75,000. See Plan of Distribution.

Our common stock is quoted on the OTC Pink, which is operated by OTC Markets Group, Inc. (OTC Markets), under the ticker symbol CLKA. On _________, 2017, the
closing price of our common stock was $0._____ per share.

Investing in the Offered Shares is speculative and involves substantial risks. You should purchase Offered Shares only if you can afford a complete loss of your
investment. See Risk Factors, beginning on page 4, for a discussion of certain risks that you should consider before purchasing any of the Offered Shares.

THE SEC DOES NOT PASS UPON THE MERITS OF, OR GIVE ITS APPROVAL TO, ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR
COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC.
HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

The use of projections or forecasts in this offering is prohibited. No person is permitted to make any oral or written predictions about the benefits you will
receive from an investment in Offered Shares.

No sale may be made to you in this offering, if you do not satisfy the investor suitability standards described in this Offering Circular under Plan of
Distribution-State Law Exemption and Offerings to Qualified Purchasers-Investor Suitability Standards (page 15). Before making any representation that you
satisfy the established investor suitability standards, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing,
we encourage you to refer to www.investor.gov.

This Offering Circular follows the disclosure format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A.

                                                          The date of this Offering Circular is __________, 2017.


                                                                          TABLE OF CONTENTS
                                                                                                                      Page
                Cautionary Statement Regarding Forward-Looking Statements                                               2
                Offering Circular Summary                                                                               2
                Risk Factors                                                                                            4
                Dilution                                                                                                11
                Use of Proceeds                                                                                         12
                Plan of Distribution                                                                                    13
                Description of Securities                                                                               14
                Business                                                                                                16
                Management's Discussion and Analysis of Financial Condition and Results of Operations                   20
                Directors, Executive Officers, Promoters and Control Persons                                            23
                Executive Compensation                                                                                  24
                Security Ownership of Certain Beneficial Owners and Management                                          25
                Certain Relationships and Related Transactions                                                          26
                Legal Matters                                                                                           27
                Where You Can Find More Information                                                                     27
                Index to Financial Statements                                                                           27


                                                                 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this Offering Circular includes some statements that are not historical and that are considered forward-looking statements. Such
forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook;
anticipated development of our company; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards
and interpretations). These forward-looking statements express our expectations, hopes, beliefs and intentions regarding the future. In addition, without limiting
the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words anticipates, believes, continue, could, estimates, expects, intends, may, might, plans,
possible, potential, predicts, projects, seeks, should, will, would and similar expressions and variations, or comparable terminology, or the
negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Offering Circular are based on current expectations and beliefs concerning future developments that are difficult
to predict. We cannot guarantee future performance, or that future developments affecting our company will be as currently anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be
materially different from those expressed or implied by these forward-looking statements.

All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along
with others, are also described below in the Risk Factors section. Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any
forward-looking statements and should not make an investment decision based solely on these forward-looking statements. We undertake no obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

                                                                            OFFERING CIRCULAR SUMMARY
The following summary highlights material information contained in this Offering Circular. This summary does not contain all of the information you should consider
before purchasing our common stock. Before making an investment decision, you should read this Offering Circular carefully, including the Risk Factors section and
the unaudited consolidated financial statements and the notes thereto. Unless otherwise indicated, the terms we, us and our refer and relate to Clikia Corp., a
Nevada corporation, including its sole subsidiary, Clikia Corp., a Louisiana corporation (Clikia-LA).


                                                                                    -2-

Our Company

Clikia Corp. was incorporated in 2002 in the State of Nevada, under the name MK Automotive, Inc. Our corporate name changed to Clikia Corp. in July 2017. From
2002 through 2015, our company was engaged in the retail and commercial automotive diagnostic, maintenance and repair services businesses, and, from December 2015
through January 2017, we pursued the commercial exploitation of Squuak.com, a social media and content sharing tool and platform. Ultimately, these business efforts
were unsuccessful. In February 2017, our company acquired Clikia-LA, a Baton Rouge, Louisiana-based over-the-top, or OTT, video streaming service provider, and
adopted the OTT video streaming business plan of Clikia-LA.



Our Business

Clikia TV is our subscription-based streaming cable television service delivered via our Clikia App, which is available in the iTunes Store, the Google Play Store,
on Amazon and Roku, and via Google Chromecast for any device, and through our interconnected website, www.Clikia.com, that targets consumers who wish to join the
cord-cutting movement, the movement away from traditional cable and satellite television subscriptions.

Clikia TV competes in the over-the-top content (video) delivery industry. Over-the-top, or OTT, is the term used to describe the delivery of film and TV content
via the internet, without requiring users to subscribe to a traditional cable or satellite pay-TV service, like Comcast, Time Warner Cable or DirecTV.

Offering Summary

        Securities Offered              ___________ shares of common stock, par value $0.00001 (the Offered Shares).

        Offering Price                  $_________ per Offered Share.

        Shares Outstanding              307,314,672 shares issued and outstanding as of the date hereof, with an additional 30,731,467 unissued shares underlying
        Before This Offering            currently convertible portions of outstanding convertible instruments.

        Shares Outstanding              ____________ shares, with an additional ____________ unissued shares underlying currently convertible portions of outstanding
        After This Offering             convertible debt instruments and agreements.

        Minimum Number of Shares        None
        to Be Sold in This Offering

        Investor Suitability Standards  The Offered Shares may only be purchased by investors residing in a state in which this Offering Circular in duly qualified
                                        who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile,
                                        home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.

        Market for our Common Stock     Our common stock is quoted on the OTC Pink under the ticker symbol CLKA.

        Termination of this Offering    This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which
                                        is one year from this offering being qualified by the SEC and (c) the date on which this offering is earlier terminated by
                                        us, in our sole discretion.

        Use of Proceeds                 We will apply the proceeds of this offering for video streaming rights acquisition, general and administrative expenses,
                                        payroll expenses, investments in, and/or acquisitions of, companies that we believe would improve our ability to generate
                                        profits and working capital. (See Use of Proceeds).

        Risk Factors                    An investment in the Offered Shares involves a high degree of risk and should not be purchased by investors who cannot afford
                                        the loss of their entire investments. You should carefully consider the information included in the Risk Factors section of
                                        this Offering Circular, as well as the other information contained in this Offering Circular, prior to making an investment
                                        decision regarding the Offered Shares.

        Corporate Information           Our principal executive offices are located at 7117 Florida Boulevard, Suite 203, Baton Rouge, Louisiana 70806; our telephone
                                        number is 800/584/3808; our corporate website is located at www.clikia.com. No information found on our company's website
                                        is part of this Offering Circular.



                                                                                    -3-


Continuing Reporting Requirements Under Regulation A

As a Tier 1 issuer under Regulation A, we will be required to file with the SEC a Form 1-Z (Exit Report Under Regulation A) upon the termination of this offering.
We will not be required to file any other reports with the SEC following this offering.

However, during the pendency of this offering and following this offering, we intend to file quarterly and annual financial reports and other supplemental reports
with OTC Markets, which will be available at www.otcmarkets.com.

All of our future periodic reports, whether filed with OTC Markets or the SEC, will not be required to include the same information as analogous reports required to
be filed by companies whose securities are listed on the NYSE or NASDAQ, for example.

                                                                                   RISK FACTORS

An investment in the Offered Shares involves substantial risks. You should carefully consider the following risk factors, in addition to the other information
contained in this Offering Circular before purchasing any of the Offered Shares. The occurrence of any of the following risks might cause you to lose a significant
part of your investment. The risks and uncertainties discussed below are not the only ones we face, but do represent those risks and uncertainties that we believe
are most significant to our business, operating results, prospects and financial condition. Some statements in this Offering Circular, including statements in the
following risk factors, constitute forward-looking statements. (See Cautionary Statement Regarding Forward-Looking Statements).

Risks Related to Our Company

There is doubt about our ability to develop Clikia TV as a viable business, and we will need additional funding beyond this offering.

        We have incurred operating losses over the past three years. Our current efforts focused on bringing Clikia TV to market have yet to yield meaningful revenues
or any profits. Recently, we have obtained certain financing that has aided our Clikia TV-related efforts, but such financing has not been sufficient to allow us to
pursue our complete plan of business. Further, there can be no assurance that our Clikia TV business will be successful.

We may be unable to obtain sufficient capital to pursue our growth strategy.

        Currently, we do not have sufficient financial resources to implement our complete business plan relating to the development of our Clikia TV streaming cable
television subscription service. If this offering is successful, however, we expect that we would, then, possess adequate capital with which to implement the initial
facet of our business plan, the marketing of Clikia TV via social media platforms. There is no assurance that we will sell any of the Offered Shares in this offering,
nor is there any assurance that our Clikia TV business will be able to generate revenues that are sufficient to sustain our operations. We are not able to offer
assurance that we will be able to obtain additional sources of financing, in order to satisfy our working capital needs.


We do not have a successful operating history with respect to our Clikia TV streaming cable television subscription service.

        We are without a history of operations in the OTT video streaming business, which makes a purchase of the Offered Shares speculative in nature. Because of this
limited operating history, it is difficult to forecast our future operating results. Additionally, our operations will be subject to risks inherent in the
establishment of a new business, including, among other factors, efficiently deploying our capital, developing and implementing our marketing campaigns and strategies
and developing awareness and acceptance of our Clikia TV streaming cable television subscription service.

There are risks and uncertainties encountered by early-stage companies.

        As an early-stage company, we are unable to offer assurance that we will be able to overcome the lack of recognition for the Clikia TV brand name and our lack
of capital.

We may not be successful in establishing our business model.

        We are unable to offer assurance that we will be successful in establishing a subscriber base with respect to our Clikia TV streaming cable television
subscription service. Should we fail to implement successfully our business plan, you can expect to lose your entire investment.

We may never earn a profit.

        Because we lack a successful operating history in the OTT video streaming business, we are unable to offer assurance that we will ever earn a profit from
our operations.

If we are unable to manage future expansion effectively, our business may be adversely impacted.

        In the future, we may experience rapid subscriber growth, which could place a significant strain on our operations, in general, and our internal controls and
other managerial, operating and financial resources, in particular. If we are unable to manage future expansion effectively, our business would be harmed. There is,
of course, no assurance that we will enjoy rapid development in our business.


                                                                                    -4-


We currently depend on the efforts of our executive officers' serving without current compensation; the loss of these officers could disrupt our operations and
adversely affect the development of our Clikia TV streaming cable television business.

        Our success in establishing our Clikia TV streaming cable television subscription service will depend, primarily, on the continued service of our CEO, David
Loflin. We have entered into an employment agreement with Mr. Loflin; however, no payments have been made to him thereunder, due to our lack of operating capital.
Nevertheless, the loss of service of Mr. Loflin, for any reason, could seriously impair our ability to execute our business plan, which could have a materially adverse
effect on our business and future results of operations. We have not purchased any key-man life insurance. (See Certain Relationships and Related Transactions).

If we are unable to recruit and retain key personnel, our business may be harmed.

        If we are unable to attract and retain key personnel, our business may be harmed. Our failure to enable the effective transfer of knowledge and facilitate
smooth transitions with regard to our key employees could adversely affect our long-term strategic planning and execution.

Our business plan is not based on independent market studies.

        We have not commissioned any independent market studies concerning the market for our Clikia TV streaming cable television subscription service. Rather, our
plans for implementing our business strategy and achieving profitability are based on the experience, judgment and assumptions of our executive officers. If these
assumptions prove to be incorrect, we may not be successful in further establishing Clikia TV.

Our Board of Directors may change our policies without shareholder approval.

        Our policies, including any policies with respect to investments, leverage, financing, growth, debt and capitalization, will be determined by our Board of
Directors or officers to whom our Board of Directors delegates such authority. Our Board of Directors will also establish the amount of any dividends or other
distributions that we may pay to our shareholders. Our Board of Directors or officers to which such decisions are delegated will have the ability to amend or revise
these and our other policies at any time without shareholder vote. Accordingly, our shareholders will not be entitled to approve changes in our policies, which policy
changes may have a material adverse effect on our financial condition and results of operations.

Risks Related to Our Business

We may not be able to compete effectively in the OTT video streaming market.

        The OTT video streaming industry has enjoyed explosive growth since the end of 2015, and is an intensely competitive industry. Netflix, the leading video
streaming content provider, and Hulu are among the most well-known of our competitors, as is AT&T, who has aggressively pursued video streaming market share by
bundling its DirecTV(R), AT&T Fibre(R) (inexpensive broadband internet service) and cellular services. Many of our competitors, including Netflix, Hulu and AT&T, possess
substantially greater resources, financial and otherwise, than does our company. No assurances can be given that we will be able to compete successfully in the OTT
video streaming industry.

Introduction of new products and services by competitors could harm our competitive position and results of operations.

        The market for our Clikia TV streaming cable television subscription service is characterized by intense competition, evolving industry standards, evolving
business and distribution models, price cutting, with resulting downward pressure on gross margins, and price sensitivity on the part of consumers. Our future success
will depend on our ability to gain recognition of the Clikia TV brand name and customer loyalty, as well as our being able to anticipate and respond to emerging
standards and other unforeseen changes. If we fail to satisfy such standards of operation, our operating results could suffer. Further, intra-industry consolidations
may result in stronger competitors and may, therefore, also harm our future results of operations.

If our efforts to attract and retain subscribers to our Clikia TV streaming cable television subscription service are not successful, our business will be adversely
affected.

        Our ability to attract, and to continue to attract, subscribers to Clikia TV streaming cable television subscription service will depend, in part, on our
ability consistently to provide subscribers with compelling content choices, as well as a quality experience for selecting and viewing Clikia TV's content. If
consumers do not perceive Clikia TV to be of value, we may not be able to attract and retain subscribers. If we do not grow as expected, we may not be able to adjust
our expenditures or increase our (per subscriber) revenues commensurate with the lowered growth rate such that our margins, liquidity and results of operation may be
adversely impacted. If we are unable to compete successfully with current and new competitors in both retaining existing subscribers and attracting new subscribers,
our business will be adversely affected.


                                                                                    -5-


Changes in competitive offerings for entertainment video, including the potential rapid adoption of piracy-based video offerings, could adversely impact our business.

        The market for entertainment video is intensely competitive and subject to rapid change. Through new and existing distribution channels, consumers have
increasing options through which to access entertainment video. The various economic models underlying these channels include subscription, transactional, ad-supported
and piracy-based models. All of these have the potential to capture meaningful segments of the entertainment video market. Piracy, in particular, threatens to damage
our business, as piracy renders virtually all content free. Traditional providers of entertainment video, including broadcasters and cable network operators, as well
as internet based e-commerce or entertainment video providers, are increasing their internet-based video offerings. Several of these competitors have long operating
histories, large customer bases, strong brand recognition and significant financial, marketing and other resources. As compared to our company, they may secure better
terms from suppliers, adopt more aggressive pricing and devote more resources to product development, technology, infrastructure, content acquisitions and marketing.
New entrants may enter the market or existing providers may adjust their services with unique offerings or approaches to providing entertainment video. Companies also
may enter into business combinations or alliances that strengthen their competitive positions. If we are unable to compete successfully or profitably with current and
new competitors, our business will be adversely affected, and we may not be able to increase or maintain market share, revenues or profitability.

If we fail to maintain a positive reputation with consumers concerning our Clikia TV streaming cable television subscription service, including the content offered,
we may not be able to attract or retain subscribers, and our operating results may be adversely affected.

        We believe that a positive reputation with consumers concerning our Clikia TV streaming cable television subscription service is highly important in attracting
and retaining subscribers who have a number of choices from which to obtain entertainment video. To the extent the Clikia TV content is perceived as low quality,
offensive or otherwise not compelling to consumers, our ability to establish and maintain a positive reputation may be adversely impacted.

If studios, content providers or other rights holders refuse to license streaming content or other rights upon terms acceptable to our company, our business could be
adversely affected.

        Our ability to provide Clikia TV subscribers with streaming content depends on studios', content providers' and other rights holders' licensing rights to
distribute such content and certain related elements thereof. The license periods and the terms and conditions of such licenses vary. If the studios, content providers
and other rights holders are not or are no longer willing or able to license our company content upon terms acceptable to us, our ability to stream content to Clikia
TV subscribers will be adversely affected and/or our costs could increase. As competition increases, the cost of programming can be expected to increase. Also, we
focus on providing an overall mix of content that engages subscribers in a cost-efficient manner. If we do not maintain a compelling mix of content, it can be expected
that our subscriber acquisition and retention may be adversely affected.

Any significant disruption in, or unauthorized access to, our computer systems or those of third parties utilized in our operations, including those relating to
cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized disclosure of data, including subscriber information, or
theft of intellectual property, which could adversely impact our business.

        Clikia TV's reputation and ability to attract, retain and serve subscribers is dependent upon the reliable performance and security of our computer systems
and those of third parties utilized in our operations. These systems may be subject to damage or interruption from earthquakes, adverse weather conditions, other
natural disasters, terrorist attacks, power loss, telecommunications failures and cybersecurity risks. Interruptions in these systems, or with the internet in general,
could make Clikia TV unavailable or degraded or otherwise hinder our ability to deliver Clikia TV. Service interruptions, errors in software or the unavailability of
computer systems used in operations could diminish the overall attractiveness of Clikia TV to existing and potential subscribers.


        Our computer systems and those of third parties used in our operations are vulnerable to cybersecurity risks, including computer viruses, physical or
electronic break-ins and similar disruptions. Any attempt by hackers to obtain our data or intellectual property, disrupt Clikia TV, or otherwise  access to our systems,
or those of associated third parties, if successful, could harm our business, be expensive to remedy and damage our reputation. We have implemented certain systems
and processes to thwart hackers and protect our data and systems. Any significant disruption to Clikia TV could result in a loss of subscribers and adversely affect
our business and results of operation.

The Trump Administration's disfavor of net neutrality concepts could have a negative effect on our Clikia TV streaming cable television subscription service, in the
long term.

        President Trump's appointment of Ajit Pai as Chairman of the Federal Communications Commission (FCC) signals the Trump Administration's hostility towards
net neutrality, marking a reversal from the FCC's position during the Obama Administration. The primary difference in positions towards net neutrality is that the
Trump Administration appears to favor a free market approach to the internet, while the Obama Administration (as well as most other nations) favored a regulatory
structure that established an even playing field for both internet service provider (ISP) and user, that is, control of the content would not be in the hands of
free-market participants.


                                                                                    -6-


        Critics of the Trump Administration's hostility towards net neutrality state that such hostility will, ultimately, lead to a monopolistic, anti-competitive
environment that impairs consumer choice. For example, without a net neutrality regulatory scheme, it is argued, a consumer's ISP could offer a particular video
streaming service for free, while charging the consumer for streaming Clikia TV. It is also speculated by critics of the Trump Administration's anti-net neutrality
stance that a consumer will, over time, be forced to subscribe to the internet TV service offered by such consumer's ISP.

        We will continue to monitor industry developments as they relate to the net neutrality issue and adjust to such conditions as our management deems appropriate.
However, you should be aware of the possibility that Clikia TV may not be able to compete successfully as the internet's control and regulatory environment evolves.

Changes by network operators in how they handle and charge for access to data that travels across their networks could adversely impact our business.

        We rely upon the ability of consumers to access Clikia TV through the internet. If network operators block, restrict or otherwise impair access to Clikia TV
over their networks, our Clikia TV streaming cable television subscription service and business could be negatively affected. It is possible that the Trump
Administration's hostility towards net neutrality could lead to such circumstances. To the extent that network operators implement usage-based pricing, including
meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur greater operating expenses and our subscriber
acquisition and retention could be negatively impacted.

If government regulations relating to the internet or other areas of our business change, we may need to alter the manner in which we conduct our business, or incur
greater operating expenses.

        The adoption or modification of laws or regulations relating to the internet or other areas of our business could limit or otherwise adversely affect the
manner in which we currently conduct our business. In addition, the continued growth and development of the market for online commerce may lead to more stringent
consumer protection laws, which may impose additional burdens on us. If we are required to comply with new regulations or legislation or new interpretations of
existing regulations or legislation, this compliance could cause us to incur additional expenses or alter our business model.

Privacy concerns could limit our ability to collect and leverage our subscriber data and disclosure of subscriber data could adversely impact our business and
reputation.

        In the ordinary course of business, we collect and utilize data supplied by Clikia TV subscribers. We currently face certain legal obligations regarding the
manner in which we treat such information. Other businesses have been criticized by privacy groups and governmental bodies for attempts to link personal identities
and other information to data collected on the internet regarding users' browsing and other habits. Increased regulation of data utilization practices, including
self-regulation or findings under existing laws that limit its ability to collect, transfer and use data, could have an adverse effect on our business.

Our reputation and our relationships with Clikia TV subscribers would be harmed if subscriber data, particularly billing data, were to be accessed by unauthorized
persons.

        We maintain personal data regarding Clikia TV subscribers, including names and billing data. Currently, this data is maintained on third-party systems. With
respect to billing data, such as credit card numbers, we rely on licensed encryption and authentication technology to secure such information. Measures are taken to
protect against unauthorized intrusion into Clikia TV subscribers' data. Despite these measures, our third-party payment processing services could experience an
unauthorized intrusion into Clikia TV subscribers' data. In the event of such a breach, current and potential Clikia TV subscribers may become unwilling to provide
the information necessary for them to become Clikia TV subscribers. Additionally, we could face legal claims or regulatory fines or penalties for such a breach. The
costs relating to any data breach could be material, and we currently do not carry insurance against the risk of a data breach. For these reasons, should an
unauthorized intrusion into Clikia TV subscribers' data occur, our business could be adversely affected.

We are subject to payment processing risk.

        Clikia TV subscribers pay their monthly fees using credit/debit cards. Currently, we rely on third parties to process payment. Acceptance and processing of
these payment methods are subject to certain rules and regulations and require payment of interchange and other fees. To the extent there are disruptions in our
payment processing systems, our revenue, operating expenses and results of operation could be adversely impacted.

If our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by competitors, the value of the Clikia TV brand may be
diminished, and our business adversely affected.

        We rely, and expect to continue to rely, on a combination of confidentiality and license agreements with employees, consultants and third parties with whom we
have relationships, as well as trademark, copyright, patent and trade secret protection laws, to protect our proprietary rights. If the protection of our intellectual
property rights is inadequate to prevent use or misappropriation by third parties, the value of the Clikia TV brand may be diminished, competitors may be able to
more effectively mimic our video streaming service and methods of operations, the perception of the Clikia TV business and service to subscribers and potential
subscribers may become confused in the marketplace, and our ability to attract Clikia TV subscribers may be adversely affected.


                                                                                    -7-


Risks Related to Compliance and Regulation

The Offered Shares are offered pursuant to Regulation A promulgated pursuant to the Jumpstart Our Business Startups Act of 2012 (the JOBS Act); we cannot be certain
if the reduced disclosure requirements applicable to Tier 1 issuers will diminish the attractiveness of the Offered Shares to investors.

        As a Tier 1 issuer, we will be subject to scaled disclosure and reporting requirements, which may make an investment in the Offered Shares less attractive to
investors who are accustomed to enhanced disclosure and more frequent financial reporting. In addition, given the relative lack of regulatory precedence regarding the
recent amendments to Regulation A, there is a significant amount of regulatory uncertainty in regards to how the SEC or the individual state securities regulators will
regulate both the offer and sale of the Offered Shares, as well as any ongoing compliance to which we may be subject. If our scaled disclosure and reporting
requirements, or regulatory uncertainty regarding Regulation A, reduces the attractiveness of the Offered Shares, we may be unable to raise the funds necessary to
implement our planned business development activities, which could severely affect the value of our common stock.

We will not have reporting obligations under Sections 14 or 16 of the Securities Exchange Act of 1934, nor will any shareholders have reporting requirements of
Regulation 13D or 13G, nor Regulation 14D.

        So long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our
outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors and
persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of
changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information
about our directors, executive officers and beneficial holders will only be available through this (and any subsequent) offering statement, as well as periodic
reports we file with OTC Markets.

        Our common stock is not registered under the Exchange Act and we do not intend to register our common stock under the Exchange Act for the foreseeable future;
provided, however, that we will register our common stock under the Exchange Act if we have, after the last day of any fiscal year, more than either (i) 2000 persons;
or (ii) 500 shareholders of record who are not accredited investors, in accordance with Section 12(g) of the Exchange Act.

        Further, as long as our common stock is not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other
things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to
shareholders and filing with the SEC a proxy statement and form of proxy complying with the proxy rules.

        The reporting required by Section 14(d) of the Exchange Act provides information to the public about persons other than the company who is making the tender
offer. A tender offer is a broad solicitation by a company or a third party to purchase a substantial percentage of a company's common stock for a limited period of
time. This offer is for a fixed price, usually at a premium over the current market price, and is customarily contingent on shareholders tendering a fixed number of
their shares.

        In addition, as long as our common stock is not registered under the Exchange Act, our company will not be subject to the reporting requirements of Regulation
13D and Regulation 13G, which require the disclosure of any person who, after acquiring directly or indirectly the beneficial ownership of any equity securities of a
class, becomes, directly or indirectly, the beneficial owner of more than 5% of the class.

Our use of Form 1-A and our reliance on Regulation A for this offering may make it more difficult to raise capital as and when we need it, as compared to our
conducting a traditional initial public offering on Form S-1.

        Because of the exemptions from various reporting requirements provided to us under Regulation A and because we are only permitted to raise up to $20.0 million
in any 12-month period under Regulation A (although we may raise capital in other ways), our company may be less attractive to investors and it may be difficult for
us to raise additional capital as and when we need it. Prospective investors may be unable to compare our business with other companies in our industry, if they
believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it,
our financial condition and results of operations may be materially and adversely affected.


                                                                                    -8-


There may be deficiencies with our internal controls that require improvements.

        As a Tier 1 issuer, we will not need to provide a report on the effectiveness of our internal controls over financial reporting and we will be exempt from any
independent auditor attestation requirements concerning any such report, so long as we are a Tier 1 issuer. We are in the process of evaluating whether our internal
control procedures are effective and, therefore, there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as
compared to issuers that have conducted such independent evaluations.

Risks Related to Our Organization and Structure

As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements, including the
requirements for independent board members.

        As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements that an
issuer conducting an offering on Form S-1 or listing on a national stock exchange would be. Accordingly, we are not required to have (a) a board of directors of which
a majority consists of independent directors under the listing standards of a national stock exchange, (b) an audit committee composed entirely of independent
directors and a written audit committee charter meeting a national stock exchange's requirements, (c) a nominating/corporate governance committee composed entirely of
independent directors and a written nominating/ corporate governance committee charter meeting a national stock exchange's requirements, (d) a compensation committee
composed entirely of independent directors and a written compensation committee charter meeting the requirements of a national stock exchange, and (e) independent
audits of our internal controls. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate
governance requirements of a national stock exchange.

Our holding company structure makes us dependent on our current subsidiary, and future subsidiaries, for our cash flow and subordinates the rights of our shareholders
to the rights of creditors of our current subsidiary, and future subsidiaries, in the event of an insolvency or liquidation of any such subsidiary.

        Our company, Clikia Corp., is a holding company and, accordingly, substantially all of our operations are currently conducted through our current subsidiary
and, in the future, will be conducted through additional subsidiaries. Such subsidiaries are and will be separate and distinct legal entities. As a result, our cash
flow depends and will depend upon the earnings of our subsidiaries. In addition, we depend and will depend on the distribution of earnings, loans or other payments by
our subsidiaries. No subsidiary has or will have any obligation to provide our company with funds for our payment obligations. If there is an insolvency, liquidation
or other reorganization of any of our subsidiaries, our shareholders will have no right to proceed against their assets. Creditors of those subsidiaries will be
entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before our company, as a shareholder, would be entitled to receive any
distribution from that sale or disposal.

Risks Related to a Purchase of the Offered Shares

There is no minimum offering and no person has committed to purchase any of the Offered Shares.

        We have not established a minimum offering hereunder, which means that we will be able to accept even a nominal amount of proceeds, even if such amount of
proceeds is not sufficient to permit us to achieve any of our business objectives. In this regard, there is no assurance that we will sell any of the Offered Shares
or that we will sell enough of the Offered Shares necessary to achieve any of our business objectives. Additionally, no person is committed to purchase any of the
Offered Shares.

We have outstanding convertible debt instruments that could negatively affect the market price of our common stock.

        Certain of our outstanding convertible debt instruments could negatively affect the market price of our common stock, should their respective exercise prices,
at the time of exercise, be lower than the then-market price of our common stock. We are unable, however, to predict the actual effect that the conversion of any such
convertible debt instruments would have on the market price of our common stock.

We may seek additional capital that may result in shareholder dilution or that may have rights senior to those of our common stock.

        From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital
will depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance
of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, which could
negatively affect the market price of our common stock or cause our shareholders to experience dilution.

You may never realize any economic benefit from a purchase of Offered Shares.

        Because the market for our common stock is volatile, there is no assurance that you will ever realize any economic benefit from your purchase of Offered Shares.


                                                                                    -9-


We do not intend to pay dividends on our common stock.

        We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any dividends in
the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive cash, stock or other dividends on their shares of our
common stock, until we have funds which our Board of Directors determines can be allocated to dividends.

Our shares of common stock are Penny Stock, which may impair trading liquidity.

        Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our common stock and investors may find it
difficult to sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the SEC, which rule imposes certain requirements on broker-dealers who
sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers must
make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction prior to sale. The SEC also
has rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less
than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the
customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation.

Our common stock is thinly traded and its market price may become highly volatile.

        There is currently only a limited market for our common stock. A limited market is characterized by a relatively limited number of shares in the public float,
relatively low trading volume and a small number of brokerage firms acting as market makers. The market for low priced securities is generally less liquid and more
volatile than securities traded on national stock markets. Wide fluctuations in market prices are not uncommon. No assurance can be given that the market for our
common stock will continue. The price of our common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond
our control:

                -       quarterly variations in our operating results;
                -       operating results that vary from the expectations of investors;
                -       changes in expectations as to our future financial performance, including financial estimates by investors;
                -       reaction to our periodic filings, or presentations by executives at investor and industry conferences;
                -       changes in our capital structure;
                -       changes in market valuations of other internet or online entertainment companies;
                -       announcements of innovations or new services by us or our competitors;
                -       announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
                -       lack of success in the expansion of our business operations;
                -       announcements by third parties of significant claims or proceedings against our company or adverse developments in pending proceedings;
                -       additions or departures of key personnel;
                -       asset impairment;
                -       temporary or permanent inability to offer products or services; and
                -       rumors or public speculation about any of the above factors.

The terms of this offering were determined arbitrarily.

        The terms of this offering were determined arbitrarily by us. The offering price for the Offered Shares does not necessarily bear any relationship to our
company's assets, book value, earnings or other established criteria of valuation. Accordingly, the offering price of the Offered Shares should not be considered as
an indication of any intrinsic value of such securities. (See Dilution).

Future sales of our common stock, or the perception in the public markets that these sales may occur, could reduce the market price of our common stock.

        Our officers and directors hold shares of our restricted common stock, but will be able to sell their shares in the market if one should develop. In general,
our officers and directors and major shareholders, as affiliates, under Rule 144 may not sell more than one percent of the total issued and outstanding shares
in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of our
common stock under Rule 144 or otherwise could reduce prevailing market prices for our common stock.

        As of the date of this Offering Circular, there is a total of 153,731,467 shares of our common stock reserved for issuance upon conversion of the currently
convertible portions of convertible debt instruments and pursuant to agreements. All such shares constitute an overhang on the market for our common stock and, if and
when issued, will be issued without transfer restrictions, pursuant to certain exemptions from registration, and could reduce prevailing market prices for our common
stock. Also, in the future, we may also issue securities in connection with our obtaining needed capital or an acquisition transaction. The amount of shares of our
common stock issued in connection with any such transaction could constitute a material portion of our then-outstanding shares of common stock.


                                                                                    -10-


The outstanding shares of our Series A Super-Voting Preferred Stock effectively preclude current and future owners of our common stock from influencing any corporate
decision.

        Our CEO, David Loflin, through his ownership of RioRoca Holdings, LLC, controls 100% of the outstanding shares of our Series A Super Voting Preferred Stock.
The Series A Super Voting Preferred Stock has 500 times that number of votes on all matters submitted to the holders of our common stock and votes together with the
holders of our common stock as a single class. Mr. Loflin will, therefore, be able to control the management and affairs of our company, as well as matters requiring
the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other
significant corporate transaction. His control of the outstanding Series A Super Voting Preferred Stock may also delay or prevent a future change of control of our
company at a premium price, if he opposes it.

You will suffer dilution in the net tangible book value of the Offered Shares you purchase in this offering.

        If you acquire any Offered Shares, you will suffer immediate dilution, due to the lower book value per share of our common stock compared to the purchase
price of the Offered Shares in this offering. (See Dilution).

As an issuer of penny stock, the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

        Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities
laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal
action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure
to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

                                                                                  DILUTION

        Dilution in net tangible book value per share to purchasers of our common stock in this offering represents the difference between the amount per share paid
by purchasers of the Offered Shares in this offering and the net tangible book value per share immediately after completion of this offering. In this offering,
dilution is attributable primarily to our negative net tangible book value per share.

        If you purchase Offered Shares in this offering, your investment will be diluted to the extent of the difference between your purchase price per Offered Share
and the net tangible book value of our common stock after this offering. Our net tangible book value as of June 30, 2017, was $(563,907) (unaudited), or $(0.00) per
share. Net tangible book value per share is equal to total assets minus the sum of total liabilities and intangible assets divided by the total number of shares
outstanding.

        The tables below illustrate the dilution to purchasers of Offered Shares in this offering, on a pro forma basis, assuming 100%, 75%, 50% and 25% of the Offered
Shares are sold.



                                                                Assuming the Sale of 100% of the Offered Shares

                Assumed offering price per share                                                                        $_____
                Net tangible book value per share as of June 30, 2017 (unaudited)                                       $(0.00)
                Increase in net tangible book value per share after giving effect to this offering                      $_____
                Pro forma net tangible book value per share as of June 30, 2017 (unaudited)                             $_____
                Dilution in net tangible book value per share to purchasers of Offered Shares in this offering          $_____

                                                                Assuming the Sale of 75% of the Offered Shares

                Assumed offering price per share                                                                        $_____
                Net tangible book value per share as of June 30, 2017 (unaudited)                                       $(0.00)
                Increase in net tangible book value per share after giving effect to this offering                      $_____
                Pro forma net tangible book value per share as of June 30, 2017 (unaudited)                             $_____
                Dilution in net tangible book value per share to purchasers of Offered Shares in this offering          $_____


                                                                                    -11-


                                                                Assuming the Sale of 50% of the Offered Shares

                Assumed offering price per share                                                                        $_____
                Net tangible book value per share as of June 30, 2017 (unaudited)                                       $(0.00)
                Increase in net tangible book value per share after giving effect to this offering                      $_____
                Pro forma net tangible book value per share as of June 30, 2017 (unaudited)                             $_____
                Dilution in net tangible book value per share to purchasers of Offered Shares in this offering          $_____

                                                                Assuming the Sale of 25% of the Offered Shares

                Assumed offering price per share                                                                        $_____
                Net tangible book value per share as of June 30, 2017 (unaudited)                                       $(0.00)
                Increase in net tangible book value per share after giving effect to this offering                      $_____
                Pro forma net tangible book value per share as of June 30, 2017 (unaudited)                             $_____
                Dilution in net tangible book value per share to purchasers of Offered Shares in this offering          $_____

                                                                           USE OF PROCEEDS


        The table below sets forth the estimated proceeds we would derive from this offering, assuming the sale of 25%, 50%, 75% and 100% of the Offered Shares and
assuming the payment of no sales commissions or finder's fees. There is, of course, no guaranty that we will be successful in selling any of the Offered Shares in
this offering.



                                                                         Assumed Percentage of Offered Shares Sold in This Offering
                                                                25%                     50%                     75%                     100%
                Number of Offered Shares sold                   ________                ________                ________                ________
                Gross proceeds                                  $_______                $_______                $_______                $_______
                Offering expenses                                _______                 _______                 _______                 _______
                Proceeds to our company                         $_______                $_______                $_______                $_______


        The table below sets forth the manner in which we intend to apply the net proceeds derived by us in this offering, assuming the sale of 25%, 50%, 75% and 100%
of the Offered Shares. All amounts set forth below are estimates.



                                                               Use of Proceeds for Assumed Percentage of Offered Shares Sold in This Offering
                                                                25%                     50%                     75%                     100%
                Non-Management Personnel Payroll Expense        $_______                $_______                $_______                $_______
                General and Administrative Expense               _______                 _______                 _______                 _______
                Marketing Expense (1)                            _______                 _______                 _______                 _______
                Investments/Acquisitions (2)                     _______                 _______                 _______                 _______
                Repayment of Indebtedness                        _______                 _______                 _______                 _______
                Channel Acquisition                              _______                 _______                 _______                 _______
                Working Capital                                  _______                 _______                 _______                 _______
                                        TOTAL                   $_______                $_______                $_______                $_______
                ____________________________________________________________

                (1) Marketing efforts are anticipated to be a blend of social media marketing strategies (approximately 90%) and traditional marketing channels
                (approximately 10%), including radio, print and television.
                (2) We currently have no agreement or other understanding, written or oral, with respect to any investment in, and/or acquisition of any other company.
                Should we fail to make any such investment and/or acquisition, the funds designated for such investment would be applied to working capital.


                                                                                    -12-


        We reserve the right to change the foregoing use of proceeds, should our management believe it to be in the best interest of our company. The allocations of
the proceeds of this offering presented above constitute the current estimates of our management and are based on our current plans, assumptions made with respect to
the OTT industry, general economic conditions and our future revenue and expenditure estimates.

        Investors are cautioned that expenditures may vary substantially from the estimates presented above. Investors must rely on the judgment of our management,
who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous
factors, including market conditions, cash generated by our operations (if any), business developments and the rate of our growth. We may find it necessary or
advisable to use portions of the proceeds of this offering for other purposes.

        In the event we do not obtain the entire offering amount hereunder, we may attempt to obtain additional funds through private offerings of our securities or
by borrowing funds. Currently, we do not have any committed sources of financing.

                                                                            PLAN OF DISTRIBUTION

In General

        Our company is offering a maximum of ____________ Offered Shares on a best-efforts basis, at a fixed price of $.______ per Offered Share; any funds derived
from this offering will be immediately available to us for our use. There will be no refunds. This offering will terminate at the earliest of (a) the date on which
the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier
terminated by us, in our sole discretion.

        There is no minimum number of Offered Shares that we are required to sell in this offering. All funds derived by us from this offering will be immediately
available for use by us, in accordance with the uses set forth in the Use of Proceeds section of this Offering Circular. No funds will be placed in an escrow
account during the offering period and no funds will be returned, once an investor's subscription agreement has been accepted by us.

        We intend to sell the Offered Shares in this offering through the efforts of our Chief Executive Officer, David Loflin. Mr. Loflin will not receive any
compensation for offering or selling the Offered Shares. We believe that Mr. Loflin is exempt from registration as a broker-dealers under the provisions of Rule
3a4-1 promulgated under the Securities Exchange Act of 1934 (the Exchange Act). In particular, Mr. Loflin:

                -       is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Securities Act; and
                -       is not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or
                        indirectly on transactions in securities; and
                -       is not an associated person of a broker or dealer; and
                -       meets the conditions of the following:
                        -       primarily performs, and will perform at the end of this offering, substantial duties for us or on our behalf otherwise than in
                                connection with transactions in securities; and
                        -       was not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and
                        -       did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance
                                on paragraphs (a)(4)(i) or (iii) of Rule 3a4-1 under the Exchange Act.


                                                                                    -13-


        As of the date of this Offering Circular, we have not entered into any agreements with selling agents for the sale of the Offered Shares. However, we reserve
the right to engage FINRA-member broker-dealers. In the event we engage FINRA-member broker-dealers, we expect to pay sales commissions of up to 7.0% of the gross
offering proceeds from their sales of the Offered Shares. In connection with our appointment of a selling broker-dealer, we intend to enter into a standard selling
agent agreement with the broker-dealer pursuant to which the broker-dealer would act as our non-exclusive sales agent in consideration of our payment of commissions
of up to 7% on the sale of Offered Shares effected by the broker-dealer.

Procedures for Subscribing

        If you are interested in subscribing for Offered Shares in this offering, please go to www.clikiarega.com and electronically receive and review the information
set forth on such website.

        Thereafter, should you decide to subscribe for Offered Shares, you are required to follow the procedures described therein, which are:
                        -       Electronically execute and deliver to us a subscription agreement; and
                        -       Deliver funds directly by check or by wire or electronic funds transfer via ACH to our specified bank account.

        Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have
been transferred to us, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all
monies from rejected subscriptions immediately to you, without interest or deduction.

        Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the Offered Shares
subscribed. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All
accepted subscription agreements are irrevocable.

        This Offering Circular will be furnished to prospective investors upon their request via electronic PDF format and will be available for viewing and download
24 hours per day, 7 days per week on our website at www.clikiarega.com, as well as on the SEC's website, www.sec.gov.

        An investor will become a shareholder of our company and the Offered Shares will be issued, as of the date of settlement. Settlement will not occur until an
investor's funds have cleared and we accept the investor as a shareholder.

        By executing the subscription agreement and paying the total purchase price for the Offered Shares subscribed, each investor agrees to accept the terms of the
subscription agreement and attests that the investor meets certain minimum financial standards. (See State Qualification and Investor Suitability Standards below).

        An approved trustee must process and forward to us subscriptions made through IRAs, Keogh plans and 401(k) plans. In the case of investments through IRAs,
Keogh plans and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee.

Minimum Purchase Requirements

        You must initially purchase at least $300.00 of the Offered Shares in this offering. If you have satisfied the minimum purchase requirement, any additional
purchase must be in an amount of at least $50.00.

State Law Exemption and Offerings to Qualified Purchasers

        State Law Exemption. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to purchase any Offered Shares in any
jurisdiction in which, or to any person to whom, it would be unlawful to do so. An investment in the Offered Shares involves substantial risks and possible loss by
investors of their entire investments. (See Risk Factors).


                                                                                    -14-


        The Offered Shares have not been qualified under the securities laws of any state or jurisdiction. Currently, we plan to sell the Offered Shares only in New
York. However, we may, at a later date, decide to sell Offered Shares in other states. In the case of each state in which we sell the Offered Shares, we will qualify
the Offered Shares for sale with the applicable state securities regulatory body or we will sell the Offered Shares pursuant to an exemption from registration found
in the applicable state's securities, or Blue Sky, law.

        Certain of our offerees may be broker-dealers registered with the SEC under the Exchange Act, who may be interested in reselling the Offered Shares to others.
Any such broker-dealer will be required to comply with the rules and regulations of the SEC and FINRA relating to underwriters.

        Investor Suitability Standards. The Offered Shares may only be purchased by investors residing in a state in which this Offering Circular in duly qualified
who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum
net worth of $250,000, exclusive of automobile, home and home furnishings.

Issuance of Certificates

        Upon settlement, that is, at such time as an investor's funds have cleared and we have accepted an investor's subscription agreement, we will issue a
certificate or certificates representing such investor's purchased Offered Shares.

Transferability of the Offered Shares

        The Offered Shares will be generally freely transferable, subject to any restrictions imposed by applicable securities laws or regulations.

Advertising, Sales and Other Promotional Materials

        In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other
promotional materials in connection with this offering. These materials may include information relating to this offering, articles and publications concerning
industries relevant to our business operations or public advertisements and audio-visual materials, in each case only as authorized by us. In addition, the sales
material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the
sales material. Although these materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a
view to presenting a balanced discussion of risk and reward with respect to the Offered Shares, these materials will not give a complete understanding of our company,
this offering or the Offered Shares and are not to be considered part of this Offering Circular. This offering is made only by means of this Offering Circular and
prospective investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Offered Shares.

                                                                         DESCRIPTION OF SECURITIES

General

        Our authorized capital stock consists of 950,000,000 shares of common stock, $.00001 par value per share, and 5,000,000 shares of Series A Super Voting
Preferred Stock, $.00001 par value per share. As of the date of this Offering Circular, there were 307,314,672 shares of our common stock issued and outstanding, held
by 53 holders of record; a total of 153,731,467 shares of common stock reserved for issuance upon conversion of the currently convertible portions of convertible debt
instruments and under agreements; and 2,000,000 shares of Series A Super Voting Preferred Stock issued and outstanding.


                                                                                    -15-


Common Stock

        The holders of our common stock currently have (a) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our
Board of Directors; (b) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or
winding up of the affairs of our company; (c) do not have preemptive, subscriptive or conversion rights and there are no redemption or sinking fund provisions or
rights applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Our Bylaws provide that, at all
meetings of the shareholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise
required by Nevada law or our Articles of Incorporation, as amended, a majority of the votes cast at a meeting of the shareholders shall be necessary to authorize
any corporate action to be taken by vote of the shareholders.

Series A Super Voting Preferred Stock

        Voting. Holders of the Series A Super Voting Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that each
shareholder of our common stock is entitled to vote at each meeting of shareholders with respect to all matters presented to the shareholders for their action or
consideration. Holders of the Series A Super Voting Preferred Stock shall vote together with the holders of our common stock as a single class.

        Our CEO, David Loflin, through his ownership of RioRoca Holdings, LLC, which owns all of the issued and outstanding shares of Series A Super Voting Preferred
Stock, controls all corporate matters of our company. (See Security Ownership of Certain Beneficial Owners and Management and Certain Transactions-RioRoca Holdings,
LLC).

        Dividends. Holders of Series A Super Voting Preferred Stock shall not be entitled to receive dividends paid on the Company's common stock. Dividends paid to
holders of the Series A Super Voting Preferred Stock are at the discretion of the Company's Board of Directors.

        Liquidation Preference. Upon the liquidation, dissolution and winding up of the Company, whether voluntary or involuntary, holders of the Series A Super Voting
Preferred Stock are not entitled to receive any of the assets of the Company.

        No Conversion. The shares of Series A Super Voting Preferred Stock are not convertible into shares of the Company's common stock.

Non-cumulative Voting

        Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be
able to elect any of our directors. As of the date of this Offering Circular and assuming all of the Offered Shares are sold in this offering, our officers and
directors will own a total of 120,254,675 shares, or approximately ____%, of our then-outstanding common stock.

        However, our CEO, David Loflin, through his ownership of RioRoca Holdings, LLC, which owns all of the issued and outstanding shares of Series A Super Voting
Preferred Stock, controls all corporate matters relating to our company. (See Security Ownership of Certain Beneficial Owners and Management and Certain
Transactions-RioRoca Holdings, LLC).

Pre-emptive Rights

        As of the date of this Offering Circular, no holder of any shares of our common stock or Series A Super Voting Preferred Stock has pre-emptive or preferential
rights to acquire or subscribe for any unissued shares of any class of our capital stock not disclosed herein.


                                                                                    -16-


Dividend Policy

        We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our
business. As a result, we do not anticipate paying any cash diviends in the foreseeable future.

Shareholder Meetings

        Our bylaws provide that special meetings of shareholders may be called only by our Board of Directors, the chairman of the board, or our president, or as
otherwise provided under Nevada law.

Transfer Agent

        Pacific Stock Transfer Company is the transfer agent for our common stock. Pacific Stock Transfer's address is 6725 Via Austi Parkway, Suite 300, Las Vegas,
Nevada 89119; its telephone number is 800/785/7782; its website is www.pacificstocktransfer.com. No information found on Pacific Stock Transfer's website is part of
this Offering Circular.

                                                                                 BUSINESS

History

        Our company was incorporated in 2002 in the State of Nevada, under the name MK Automotive, Inc. Our corporate name changed to Clikia Corp., in July 2017.

        From 2002 through 2015, the Company was engaged in the retail and commercial automotive diagnostic, maintenance and repair services businesses. While
ultimately opening five company-operated locations and two franchise locations in the greater Las Vegas, Nevada, metropolitan area, and two franchise locations in St.
Louis, Missouri, this business wound down by the end 2015. In December 2015, we acquired Squuak.com, a social media and content sharing tool and platform. Despite
significant efforts by our then-management, development of the Squuak.com business model had not achieved the desired results by early 2017. In February 2017, we
acquired Clikia Corp. (Clikia-LA), a Baton Rouge, Louisiana-based OTT video streaming service provider, and adopted the OTT video streaming business plan of Clikia-LA.

Background

        Clikia TV, which is delivered to subscribers by and through the Clikia App, which includes our interconnected Clikia.com website, competes in the over-the-
op (OTT) content delivery industry. Over-the-top is the term used to describe the delivery of digital video and TV content via the internet to users, without
requiring users to subscribe to a traditional cable or satellite pay-TV service, like Comcast, Time Warner Cable or DirecTV.

        Clikia TV subscribers are able to access and watch Clikia TV's streaming cable television content as much as they want, anytime, anywhere, on nearly any
internet-connected device.

        We believe Clikia TV to be well positioned in a rapidly expanding industry segment. Our initial strategy is to expand the Clikia TV subscriber base in the
United States, within the parameters of our profit margin targets. In conjunction with these efforts, we intend always to seek to improve the programming options
available to Clikia TV subscribers.

Streaming

        The term streaming refers to the delivery method of the medium, rather than the medium itself. Today, streaming refers to situations in which an end-user
watches digital video content (or listens to digital audio) on a device over the internet. With streaming content, the end-user is not required to download the entire
digital video or digital audio file before consuming the desired content, that is, the desired content is continuously transmitted by a provider to, and received by,
the end-user.


                                                                                    -17-


Video Delivery (Pay-TV) Industry

        Over the past two years, the cable and satellite television industry has experienced an accelerating level of disruption caused by consumers who are cutting
the cord. Cord-cutters are consumers who have cancelled their cable or satellite television service, in favor of video services delivered by over-the-top (see
discussion below) providers.

        Consumers who have cut-the-cord have done so for the following top three reasons:

                        -       Price/Too expensive - 85.3%
                        -       I use an internet streaming service, such as Netflix, Hulu, Amazon Video, etc. - 45.7%
                        -       I use an antenna to get the basic channels on my TV. - 21.8%
                                        [Source: TiVo Q2 2017 Video Trends Report.]

Over-the-Top (OTT) Content Industry

        Over-the-Top (OTT). In broadcasting, over-the-top content (OTT) is the audio, video and other media content (e.g., television programming) transmitted, or
delivered, to an end-user over the internet, without the involvement of a multiple-system operator. While an Internet Service Provider (ISP) may be aware of the
transmitted contents (referred to as internet protocol (IP) packets), the ISP is not responsible for, nor able to control, the viewing abilities, copyrights and/or
other redistribution of the IP packets, that is, the delivered content. In short, OTT refers to content from a third party that is delivered to an end-user, with the
ISP simply transporting content.

        According to a recent study from Digital TV Research, global over-the-top (OTT) TV revenues will more than double from $37 billion in 2016 to $83 billion in
2022, driven in large measure by the success of subscription video-on-demand (SVOD) services, such as Netflix and Clikia TV. It is the success of SVOD services like
Netflix that propelled SVOD to the top of OTT revenues sources in 2013: by 2022, SVOD is expected to generate $41.2 billion, or approximately 50%, of OTT revenues,
compared to $29.0 billion for advertising-supported video on demand (VOD), $8.1 billion for download-to-own and electronic sell-through and $5.2 billion for rental.

        Recent Industry Development. Recently, a pirated streaming cable television App known as XTV was forced to cease operations, including its availability on
the Roku streaming platform (Roku, Inc. is the operator of the leading TV streaming platform in the United States (as measured by total hours streamed) [Source: Kantar
Millward Brown via Roku, Inc.]).

        Our management views the demise of XTV as a positive sign for our properly licensed Clikia TV streaming cable television subscription service, in that it
reflects a growing, and proper, effort by content owners to protect their properties from illegitimate distribution. Further, the demise of XTV has strengthened its
belief that the legitimacy of Clikia TV's streaming cable television subscription service is a timely entrant into the rapidly expanding OTT industry.

        OTT Delivery Model. The OTT content delivery model is in contrast to the traditional model whereby video content is delivered to an end-user through a pay
television provider, that is, a cable company. Figure A below depicts the delivery system by which Clikia TV (OTT) delivers video streaming content to a subscriber,
without the involvement of a cable or satellite television company.

                                                                        How Users Stream Clikia TV
                                                                            with the Clikia App*
                                                                        __________________________

                                                                                Clikia TV
                                                                    (40+ Streaming Cable TV Channels)
                                                                                    |
                                                                                    |
                                                                                Clikia App
                                                                      (installed on a user's device)
                                                                                    |
                                                                                    |
                                                                        Streaming Entertainment for
                                                                    Clikia TV Subscribers on any Device
                                                _________________________________________________________________________
                                                *Clikia TV eliminates the need for a Cable TV Subscription and eliminates
                                                 the layer of cost imposed by the Cable Company. Lower subscription rates
                                                 are available to Clikia TV Subscribers.

                                                                                  Figure A


                                                                                    -18-


        Modes of Access. End-users access OTT content through internet-connected devices, such as smart phones, including iPhone and Android phones, smart TVs,
including Google TV, set-top boxes, including Fire TV and Roku, gaming consoles, including PlayStation 4,WiiU and Xbox One, and desktop/laptop computers.

Clikia TV and the Clikia App

        General. The Clikia App delivers Clikia TV, a subscription-based cable television streaming service that targets consumers who wish to join the cord-cutting
movement, the movement away from traditional cable television subscriptions.



                                                           Internet + Device + Clikia App = Clikia TV Anywhere

        The Clikia App, itself, is available for download for free in the iTunes Store, the Google Play Store, on Amazon and Roku, and via Google Chromecast, for any
device, as well as through its inter-connected www.Clikia.com website.

        Clikia TV: A Streaming Cable TV Subscription Service. Currently, Clikia TV is comprised of over 40 channels that are commonly associated with a typical
Cable TV subscription. We believe that Clikia TV is currently the only OTT offering that delivers a streaming Cable TV-equivalent service that is not interconnected
with a traditional cable or satellite television subscription. Clikia TV includes the channels listed in Figure B below.

                        ESPN                    ESPN2                   ESPN Classic                    TNT                     TBS
                        USA                     Univision               Freeform                        Bravo                   Lifetime
                        Fox News Channel        CNN                     MSNBC                           HLN                     CNBC
                        C-Span                  The Weather Channel     History Channel                 Discovery Channel       National Geographic
                        Disney                  Nickelodeon             Cartoon Network                 Comedy Channel          FX
                        SyFy                    AMC                     A&E                             Animal Planet           TLC
                        BET                     CMT                     MTV                             VH1                     E!
                        Spike TV                HGTV                    Food Network                    OWN                     Hallmark


                                                                ABC*    CBS*    NBC*    FOX*    PBS*
                                                                CW*     ION*    My9*     Telemundo*
                                                                ____________________________________
                                                                * Available to Clikia TV subscribers
                                                                  in the New York City area.

                                                                                  Figure B


                                                                                    -19-


        Premium Cable TV Streaming Package. Currently, we are pursuing the rights to provide streaming service with respect to a series of channels that are
commonly offered as a premium package as an add-on to a typical Cable TV subscription, including certain movie channels, such as HBO and Showtime. There is no
assurance that we will be successful in the efforts.

        Subscribers. As of the date of this Offering Circular, the Clikia App provides Clikia TV streaming cable television services to a small number of subscribers.

Marketing

        Our initial marketing efforts will focus on social media channels, with a gradual inclusion of traditional marketing channels, including radio, print and
television, over time. Our primary target demographic is the population between 13 and 40 years of age. As OTT services become more ubiquitous and better understood,
we expect that persons of nearly any age will be candidates for our Clikia TV streaming cable television subscription service.

Agreement with TikiLive

        We have entered into a contract with TikiLive, Inc., an OTT delivery solutions company, pursuant to which we obtained the necessary software licenses and
related services for the implementation of the Clika App's video streaming service, including for the operation of its interconnected website, www.Clikia.com website.
TikiLive, Inc. currently owns approximately 9% of our issued and outstanding shares of common stock and represents a vital part of our continuing and future
operations.

Competition

        The market for entertainment video is intensely competitive and subject to rapid change. Clikia TV competes against other entertainment video providers, such
as multichannel video programming distributors (MVPDs), internet-based movie and TV content providers (including those that provide pirated content), video
gaming providers and DVD rental outlets and, more broadly, against other sources of entertainment that Clikia TV subscribers could choose in their free time.

        Clikia TV also competes against entertainment video providers in obtaining content that subscribers will enjoy. Because consumers often maintain simultaneous
subscriptions with multiple entertainment sources, we strive, and will continue to strive, to cause consumers to choose Clikia TV in their free time. To accomplish
this objective, we will seek continually to improve Clika TV, in both technology and content. There is no assurance that Clikia TV will be able to compete effectively.

        Netflix, the leading video streaming content provider, and Hulu are among the most well-known of our competitors, as is AT&T, who has aggressively pursued
video streaming market share by bundling its DirecTV(R), AT&T Fibre(R) (inexpensive broadband internet service) and cellular services. Many of our competitors, including
Netflix, Hulu and AT&T, possess substantially greater resources, financial and otherwise, than does our company. No assurances can be given that we will be able to
compete successfully in the OTT video streaming industry.

Intellectual Property

        We regard our trademarks, service marks, business know-how and proprietary recipes as having significant value and as being an important factor in the
marketing of the Clikia App. Our policy is to establish, enforce and protect our intellectual property rights using the intellectual property laws.

        We are the owner of the following trademarks: Clikia, Clikia TV and Sustainable TV. In the near future, we intend to file for registration of these
trademarks with the U.S. Patent and Trademark Office.


                                                                                    -20-

Facilities

        Our corporate and operational office of approximately 200 square-feet is leased and is located at 7117 Florida Boulevard, Suite 203, Baton Rouge, Louisiana
70806. The monthly rent is $300, under a one-year lease expiring in February 2018. Should additional space may be required as we expand our operations, we expect that
such space would be available within the current building. We do not own any real property.

Employees

        We currently have two part-time employees, in addition to our officers, David Loflin (CEO) and Brian Wendt (Chief Technology Officer). Our business
development, corporate administration and business operations are overseen directly by Mr. Loflin. Mr. Loflin also oversees record keeping and financial reporting
functions. We intend to hire a small number of employees, at such times as business conditions warrant. We have used, and, in the future, expect to use, the services
of certain outside consultants and advisors as needed, on a consulting basis.

Website

        Our company's corporate website can be found at www.clikia.com. We make available free of charge at this website all of our reports filed with OTCMarkets.com,
including our annual reports, quarterly reports and other informational reports. These reports are made available on our website as soon as reasonably practicable
after their filing with OTCMarkets.com. No information found on our company's website is part of this Offering Circular.


                                          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement

        The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes, beginning on page F-1 of this
Offering Circular.

        Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including
those described under Cautionary Statement Regarding Forward-Looking Statements and Risk Factors. We assume no obligation to update any of the forward-looking
statements included herein.

Overview

        We are a development-stage company that will compete in the rapidly expanding over-the-top (OTT) video delivery industry with our Clikia TV streaming cable
television subscription service. Our revenues are derived from monthly subscriptions to Clikia TV. For the foreseeable future, all of our efforts will be focused on
increasing the number of Clikia TV subscribers on a month-to-month basis, primarily through advertising on multiple social media platforms.

Outlook

        Video Delivery (Pay-TV) Industry. Over the past two years, the cable and satellite television industry has experienced an accelerating level of disruption
caused by consumers who are cutting the cord. Cord-cutters are consumers who have cancelled their cable or satellite television service, in favor of video
services delivered by over-the-top (see discussion below) providers.

        Over-the-Top (OTT) Content Industry. In broadcasting, over-the-top content (OTT) is the audio, video and other media content (e.g., television programming)
transmitted, or delivered, to an end-user over the internet, without the involvement of a multiple-system operator. While an Internet Service Provider (ISP) may be
aware of the transmitted contents (referred to as internet protocol (IP) packets), the ISP is not responsible for, nor able to control, the viewing abilities,
copyrights and/or other redistribution of the IP packets, that is, the delivered content. In short, OTT refers to content from a third party that is delivered to an
end-user, with the ISP simply transporting content.


                                                                                    -21-


        According to a recent study from Digital TV Research, global over-the-top (OTT) TV revenues will more than double from $37 billion in 2016 to $83 billion in
2022, driven in large measure by the success of subscription video-on-demand (SVOD) services, such as Netflix and Clikia TV. It is the success of SVOD services like
Netflix that propelled SVOD to the top of OTT revenues sources in 2013: by 2022, SVOD is expected to generate $41.2 billion, or approximately 50%, of OTT revenues,
compared to $29.0 billion for advertising-supported video on demand (VOD), $8.1 billion for download-to-own and electronic sell-through and $5.2 billion for rental.

Principal Factors Affecting Our Financial Performance

        Our future operating results will be primarily affected by the following factors:

                -       our ability to attract and retain Clikia TV subscribers;
                -       our ability to keep Clikia TV's channel offering attractive to subscribers and potential subscribers;
                -       our ability to maintain the value proposition of Clikia TV vis-a-vis other OTT video services; and
                -       our ability to contain our operating costs.

        Based on our current business plan, we expect that our revenues will increase from quarter to quarter for the foreseeable future, beginning with the quarter
ending December 31, 2017. We expect to incur operating losses through at least March 31, 2018. Further, because of our lack of capital and the current lack of brand
name awareness of Clikia TV, we cannot predict the levels of our future revenues.

Results of Operations

        Our Clikia TV streaming cable television subscription service has not yet generated material revenues. The formal launch of Clikia TV occurred on October
19, 2017.

        For the Three Months Ended June 30, 2017 (Current Interim Period) and 2016 (Prior Interim Period). For the Current Interim Period, we incurred a net loss
of $256,486 (unaudited), $235,279 (unaudited) of which was an increase in accounts payable associated with our Clikia TV streaming cable television subscription
service. For the Prior Interim Period, we incurred a net loss of $24,562 (unaudited).

        With the launch of our Clikia TV streaming cable television subscription service in October 2017, we expect that our revenues for the remainder of the current
year ending March 31, 2018, will increase significantly, as compared to the Current Interim Period and the Prior Interim Period, although we are unable to predict the
amount of such increase. Likewise, as our Clikia TV expands, our monthly expenses can be expected to increase significantly, as compared to the Current Interim Period
and the Prior Interim Period, although we are unable to predict the amount of such increase.

        For the Years Ended March 31, 2017 (Fiscal 2017) and 2016 (Fiscal 2016). For Fiscal 2017, we incurred a net loss of $303,595 (unaudited), $243,188
(unaudited) of which is attributable to a one-time impairment charge of $243,188 (unaudited). This impairment charge was incurred, inasmuch as our Board of Directors
determined to abandon our Squuak.com business efforts, including its related assets, following our acquisition of Clikia-LA. An additional $10,300 (unaudited) of our
net less for Fiscal 2017 is attributable to our issuance of common stock for services. For Fiscal 2016, we incurred a net loss of $31,562 (unaudited).

Plan of Operation

        Our plan of operation focuses exclusively on acquiring subscribers of Clikia TV's streaming cable television subscription service. Initially, we intend to
market Clikia TV through multiple social media platforms, including Instagram, Facebook, Twitter and LinkedIn, with a gradual inclusion of traditional marketing
channels, including radio, print and television, over time. Our primary target demographic is the population between 13 and 40 years of age, although other
demographic groups will be targeted to a lesser extent. As OTT services become more ubiquitous and better understood, we expect that persons of nearly any age will be
potential subscribers for our Clikia TV streaming cable television subscription service.

Financial Condition, Liquidity and Capital Resources

        At June 30 and March 31, 2017, our liabilities exceeded our assets and we lacked working capital with which to implement our full plan of business with respect
to our Clikia TV streaming cable television subscription service. Further, we have yet to generate significant revenues from Clikia TV subscriptions.

        We currently lack adequate capital with which to implement our entire business plan and there is no assurance that we ever be successful in obtaining such
capital, including through this offering.


                                                                                    -22-


        Since June 30, 2017, we have entered into two separate agreements that provided us with working capital, one directly and one indirectly. First, in July 2017,
we issued a convertible promissory note in the amount of $291,000, including original issue discount, to a third party. This promissory note is due in October 2018
and is convertible from time to time by its holder, at then-market prices of our common stock. We also issued to such third party a warrant to purchase approximately
14,500,000 shares of our common stock. In consideration of its issuing such promissory note and warrant, we received cash in the amount of $45,000 and a series of
nine promissory notes, each with a face amount of $25,000 and all of which are due in October 2018. Second, in August 2017, we entered into a settlement agreement and
stipulation (the Settlement Agreement) with a third party. Pursuant to the Settlement Agreement, we agreed to issue shares of our common stock in exchange for the
settlement of certain past due obligations and accounts payable (the Subject Debts) in the aggregate amount of $355,903.50 (the Settlement Amount), which the
third party had previously purchased from certain of our vendors. Further, we agreed to issue shares of common stock in one or more tranches, as necessary, sufficient
to satisfy the Settlement Amount. The per share price of the shares of common stock shall be equal to 50% of the then-recent market price of our common stock.
Additionally, we issued 1,704,859 shares of our common stock to the third party as a settlement fee. Under the Settlement Agreement, the third party is not permitted,
at any time, to own beneficially more than 9.99% of our then-outstanding shares of common stock. We initially reserved 150 million shares of its common stock to
provide for issuances made pursuant to the Settlement Agreement. To date, a total of 27,000,000 shares have been issued in payment of $183,889.50 of the Subject Debts.

Contractual Obligations

        To date, we have not entered into any significant long-term obligations that require us to make monthly cash payments.  Our longest-lived obligation is the
lease agreement for our corporate headquarters, which expires in February 2018.  Our monthly obligation under this lease is $300.

Capital Expenditures

        We made no capital expenditures during the year ended March 31, 2017, nor during the three months ended June 30, 2017. Our business plan does not require that
we make material capital expenditures, in order to implement successfully the plan for developing  our Clikia TV streaming cable television subscription service.



                                                         DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

        The following table sets forth the names and ages of the Company's current directors and executive officers.

                        Name                    Age                     Position(s)

                        David Loflin            60                      Chief Executive Officer, Secretary and Director
                        Brian Wendt             29                      Chief Technology Officer and Director


        Our company's Board of Directors appoints our executive officers. Our directors serve until the earlier occurrence of the election of their respective
successors at the next meeting of shareholders, death, resignation or removal by the Board of Directors. Officers serve at the discretion of our Board of Directors.
There exist no family relationships between the listed officers and directors. Certain information regarding the backgrounds of each of our officers and directors is
set forth below.

        David Loflin has served as our CEO and as a director of our company since January 2017. Beginning in June 2016, Mr. Loflin began a sole proprietorship engaged
in the development of an OTT video streaming service doing business as Clikia, which Mr. Loflin transferred to Clikia Corp., a Louisiana corporation (Clikia-LA),
which was, in turn, acquired by our company in February 2017. (See Certain Transactions-Acquisition of Clikia-LA). Since 1997, Mr. Loflin has founded and served as
an executive officer and director of three public companies:

                USURF America, Inc. (1997-2003). USURF America operated as an internet service provider in over 10 states. USURF America provided internet access
                services to over 32,000 customers, 10,000 of which were wireless access customers, and was listed on the American Stock Exchange.


                                                                                    -23-


                Air-Q Wi-Fi Corporation (2003-2010). From 2003 through 2005, Air-Q Wi-Fi Corporation (name changed to Air Rover Wi-Fi Corp.) developed and marketed
                wi-fi hotspot internet access services to businesses, including retail businesses, such as coffee shops and restaurants, during the nascent period
                of this industry. From 2005 through 2009, after a name change to Diamond I, Inc., the company engaged in the development and marketing of wireless
                hand-held gaming systems designed for use in casinos and other establishments. From 2009 through 2010, after a name change to ubroadcast, inc., the
                company operated an online live broadcasting website, ubroadast.com. This website operated during the nascent period of the internet live video
                broadcasting industry. This company is now known as Santeon Group, Inc.

                Louisiana Food Company (2010-2016). Louisiana Food Company developed and marketed Louisiana-centric specialty food products, including Voodoo Coffee,
                Jammin' Jambalaya, Red Stick Red Beans, Acadiana Dirty Rice, Bon Temps Lou'siana Fry, Breaux Bridge Etouffee, Fais do-do Gumbo, Pirogue Rice and
                Elysian Fields Black-eyed Peas. Louisiana Food Company ceased its operations, due to a lack of working capital.

        Since February 2016, Mr. Loflin has been a principal in LiveSpeed Broadband, a Baton Rouge, Louisiana-based wireless internet service provider that has moved
its base of operations to Colorado. In addition to the foregoing, Mr. Loflin has, for more than the past five years, been engaged as a consultant to public companies
and their executive officers.

        Brian Wendt has served as a director of our company since October 2015, as our CEO from October 2015 to January 2017 and as our Chief Technology Officer since
January 2017. For all of his working life, Mr. Wendt has engaged as a software developer and social media expert, in the technology, web development and internet
community in Phoenix, Arizona.

Conflicts of Interest

        At the present time, we do not foresee any direct conflict between our officers, their other business interests and their involvement in our company.

Corporate Governance

        We do not have a separate Compensation Committee, Audit Committee or Nominating Committee. These functions are conducted by our Board of Directors acting as a
whole.

        During the year ended March 31, 2017, out Board of Directors did not hold a meeting, but took action by unanimous written consent in lieu of a meeting on
eight occasions.

Independence of Board of Directors

        Neither of our directors is independent, within the meaning of definitions established by the SEC or any self-regulatory organization.  We are not currently
subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include independent directors.

Shareholder Communications with Our Board of Directors

        Our company welcomes comments and questions from our shareholders. Shareholders should direct all communications to our CEO, David Loflin, at our executive
offices.  However, while we appreciate all comments from shareholders, we may not be able to respond individually to all communications.  We attempt to address
shareholder questions and concerns in our press releases and documents filed with OTC Markets, so that all shareholders have access to information about us at the
same time. Mr. Loflin collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by
those parties, unless the communication is clearly frivolous.

Code of Ethics

        As of the date of this Offering Circular, our Board of Directors has not adopted a code of ethics with respect to our directors, officers and employees.

                                                                           EXECUTIVE COMPENSATION

        Currently, our management is unable to estimate accurately when, if ever, our company will generate sufficient revenues for the payment of salaries to our
management.


                                                                                    -24-


        As of the date of this Offering Circular, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our
company, pursuant to any presently existing plan provided by or contributed to by our company.

Employment Agreement

        In January 2017, we entered into an employment agreement with our CEO, David Loflin. Mr. Loflin's employment agreement has an initial term of three years.
Mr. Loflin's annual salary is $180,000. Through June 30, 2017, Mr. Loflin was paid no salary and none was accrued. Beginning January 1, 2018, any unpaid salary
amounts will be accrued and will be paid at such time as we possess adequate capital to do so, in the discretion of our Board of Directors.

Outstanding Equity Awards

        During the years ended March 31, 2017 and 2016, our Board of Directors made no equity awards and no such award is pending.

Long-Term Incentive Plans

        We currently have no long-term incentive plans.

Director Compensation

        Our directors receive no compensation for their serving as directors.



                                                       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Common Stock

        The following table sets forth, as of the date of this Offering Circular, information regarding beneficial ownership of the Company's common stock by the
following: (a) each person, or group of affiliated persons, known by our company to be the beneficial owner of more than five percent of any class of our voting
securities; (b) each of our directors; (c) each of the named executive officers; and (d) all directors and executive officers as a group. Beneficial ownership is
determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of common stock underlying warrants, if any, held by that person are deemed to be outstanding if
the warrants are exercisable within 60 days of the date hereof.

                                                           Before This Offering                                     After This Offering
                                                ____________________________________________            ____________________________________________
        Name of Shareholder                     Shares Owned            Percentage Owned (1)            Shares Owned            Percentage Owned (2)
        ____________________________________________________________________________________________________________________________________________
        Common Stock
        ____________________________________________________________________________________________________________________________________________
        Executive Officers and Directors
        ____________________________________________________________________________________________________________________________________________
        David Loflin                            106,754,675(3)                  31.58%                  106,754,675(3)                  _____%
        Brian Wendt                              13,500,000                      3.99%                   13,500,000                     _____%
        Officers and directors, as              120,254,675(3)                  35.57%                  120,254,675(3)                  _____%
           a group (2 persons)
        ____________________________________________________________________________________________________________________________________________
        5% Owners
        ____________________________________________________________________________________________________________________________________________
        TikiLive, Inc.(4)                        50,000,000                     14.79%                   50,000,000                     _____%
        RioRoca Holdings, LLC(5)                 31,754,675                      9.39%                   31,754,675                     _____%
        Colins Capital, LLC(6)                   30,731,467(7)                   9.10%                   30,731,467(7)                  _____%
        ____________________________________________________________________________________________________________________________________________
        Series A Super Voting Preferred Stock
        ____________________________________________________________________________________________________________________________________________
        RioRoca Holdings, LLC                     2,000,000(8)                   100%                     2,000,000(8)                   100%
        ____________________________________________________________________________________________________________________________________________



                                                                                    -25-


                (1) Based on 338,046,139 shares outstanding, including 30,731,467 unissued shares that underlie the currently convertible portions of convertible debt
                    instruments, before this offering.
                (2) Based on ___________ shares outstanding, including ___________ unissued shares that underlie the currently convertible portions of convertible
                    debt instruments, after this offering and assuming all of the Offered Shares are sold.
                (3) 31,754,675 of these shares are owned of record by RioRoca Holdings, LLC.
                (4) This entity is controlled by Tim Green.
                (5) This entity is owned by David Loflin, the Company's CEO and a Director.
                (6) This entity is owned by James Kaufman.
                (7) These shares have not been issued, but underlie the currently convertible portion of a convertible debt instrument.
                (8) The shares of Series A Super Voting Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that each
                    shareholder of Company common stock is entitled to vote at each meeting of shareholders. The shares of Series A Super Voting Preferred Stock vote
                    together with the holders of Company common stock as a single class. The Company's CEO, David Loflin, through his ownership of RioRoca Holdings, LLC,
                    controls all Company corporate matters.

Series A Super Voting Preferred Stock

        Currently, there are 2,000,000 shares of our Series A Super Voting Preferred Stock issued and outstanding, all of which are owned by RioRoca Holdings, LLC.
Our CEO, David Loflin, is the owner of RioRoca Holdings, LLC and, through his ownership thereof, controls all corporate matters of our company.

        Holders of the Series A Super Voting Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that each shareholder
of our common stock is entitled to vote at each meeting of shareholders with respect to all matters presented to the shareholders for their action or consideration.
Holders of the Series A Super Voting Preferred Stock shall vote together with the holders of our common stock as a single class. (See Description of Securities-
Series A Super Voting Preferred Stock).

                                                                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Bonus Shares Issued to Director

        In October 2015, one of our directors, Brian Wendt, was issued 3,5000,00 shares of our common stock as a bonus, which shares were valued at $3,500. In January
2017, Mr. Wendt, was issued 10,0000,00 shares of our common stock as a bonus, which shares were valued at $10,000.

Change in Control Transaction

        In August 2016, David Loflin, now our CEO and a director, acquired control of our company, by his acquiring control of RioRoca Holdings, LLC. RioRoca Holdings
owns (a) 31,754,675 shares of our common stock and (b) 2,000,000 shares of our Series A Super Voting Preferred Stock. Through RioRoca Holdings' ownership of the
Series A Super Voting Preferred Stock, Mr. Loflin controls all aspects of the management of our company.

Employment Agreement

        In January 2017, we entered into an employment agreement with our CEO, David Loflin. Mr. Loflin's employment agreement has an initial term of three years.
Mr. Loflin's annual salary is $180,000. Through June 30, 2017, Mr. Loflin was paid no salary and none was accrued. Beginning January 1, 2018, any unpaid salary
amounts will be accrued and will be paid at such time as we possess adequate capital to do so, in the discretion of our Board of Directors.


                                                                                    -26-


Acquisition of Clikia-LA

        In February 2017, the Company acquired Clikia Corp., a Louisiana corporation. Pursuant to the acquisition transaction, the Company's CEO and a Director, David
Loflin, received 75,000,000 shares and TikiLive, Inc. received 50,000,000 shares of the 125,000,000 shares of Company Common Stock issued in the acquisition
transaction.

                                                                                LEGAL MATTERS

        Certain legal matters with respect to the Offered Shares offered by this Offering Circular will be passed upon by Newlan & Newlan, Ltd., Flower Mound, Texas.

                                                                     WHERE YOU CAN FIND MORE INFORMATION

        We have filed an offering statement on Form 1-A with the SEC under the Securities Act with respect to the common stock offered by this Offering Circular. This
Offering Circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits
and schedules filed therewith. For further information with respect to us and our common stock, please see the offering statement and the exhibits and schedules filed
with the offering statement. Statements contained in this Offering Circular regarding the contents of any contract or any other document that is filed as an exhibit
to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other
document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public
reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be
obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public
reference room. The SEC also maintains an Internet website that contains all information regarding companies that file electronically with the SEC. The address of the
site is www.sec.gov.

                                                                      INDEX TO FINANCIAL STATEMENTS

                                   Unaudited Consolidated Financial Statements for the Three Months Ended June 30, 2017 and 2016
                                   _____________________________________________________________________________________________

                                                                                                                                Page
        Consolidated Balance Sheets at June 30, 2017, and March 31, 2017                                                         F-1
        Consolidated Statements of Operations For the Three Months Ended June 30, 2017 and 2016                                  F-2
        Consolidated Statements of Cash Flows For the Three Months Ended June 30, 2017 and 2016                                  F-3
        Notes to Consolidated Financial Statements                                                                               F-4

                                      Unaudited Consolidated Financial Statements for the Years Ended March 31, 2017 and 2016
                                   _____________________________________________________________________________________________

        Consolidated Balance Sheets at March 31, 2017 and 2016                                                                   F-7
        Consolidated Statements of Operations For the Years Ended March 31, 2017 and 2016                                        F-8
        Consolidated Statements of Changes in Stockholders' Equity (Deficit) For the Years Ended March 31, 2017 and 2016         F-9
        Consolidated Statements of Cash Flows For the Years Ended March 31, 2017 and 2016                                        F-10
        Notes to Consolidated Financial Statements                                                                               F-11


                                                                                    -27-


                                                                                CLIKIA CORP.
                                                                        CONSOLIDATED BALANCE SHEETS
                                                                     June 30, 2017, and March 31, 2017
                                                                                (unaudited)

                                                                                                        June 30, 2017           March 31, 2017
                                                                                                        _____________           ______________
                                                                                   ASSETS
Current assets
        Cash and cash equivalents                                                                       $    2,654              $    11,197
        Prepaid expenses and other current assets                                                              622                      622
                                                                                                        __________              ___________
        Total current assets                                                                                 3,276                   11,819
                                                                                                        __________              ___________
Other assets
        Investment in Clikia Corp. (Louisiana) subsidiary                                                   13,976                   13,976
                                                                                                        __________              ___________
        Total intangible assets                                                                             13,976                   13,976
                                                                                                        __________              ___________
Fixed assets
        Equipment                                                                                            1,284                    1,284
                                                                                                        __________              ___________
        Total fixed assets                                                                                   1,284                    1,284
                                                                                                        __________              ___________
        Total assets                                                                                    $   18,656              $    27,079
                                                                                                        __________              ___________
                                                                                                        __________              ___________

                                                                 LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities
        Accounts payable - trade                                                                        $  235,279              $       ---
        Loan on open account - third party                                                                  30,000                   30,000
        Loan on open account - related party                                                                 2,664                      ---
        Note payable (Schooner Equities)                                                                    25,000                   25,000
        Note payable (Goodkin)                                                                              10,000                   10,000
        Note payable (Murphy)                                                                               36,370                   48,870
        Notes payable (Par Point)                                                                          243,250                  243,250
                                                                                                        __________              ___________
        Total current liabilities                                                                          582,563                  357,120

Stockholders' deficit
        Preferred stock, $.00001 par value; 5,000,000 shares authorized, 2,000,000 and 2,000,000                20                       20
            shares issued and outstanding at June 30, 2017, and March 31, 2017, respectively
        Common stock, $.00001 par value; 950,000,000 shares authorized, 285,814,672 and 254,814,672          2,858                    2,548
            shares issued and outstanding at June 30, 2017, and March 31, 2017, respectively
        Additional paid-in capital                                                                          55,047                   32,737
        Accumulated deficit                                                                               (621,832)                (365,346)
                                                                                                        __________              ___________
        Total stockholders' deficit                                                                      $(563,907)             $  (330,041)
                                                                                                        __________              ___________
        Total liabilities and stockholders' deficit                                                      $  18,656              $    27,079
                                                                                                        __________              ___________
                                                                                                        __________              ___________

                                           The accompanying notes are an integral part of these unaudited financial statements.


                                                                                   -F-1-




                                                                                 CLIKIA CORP.
                                                                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                                             For the Three Months Ended June 30, 2017 and 2016
                                                                                 (unaudited)

                                                                                                                 Three Months Ended
                                                                                                        ______________________________________
                                                                                                        June 30, 2017           March 31, 2017
                                                                                                        _____________           ______________
Revenues                                                                                                $       480             $        ---
Operating expenses                                                                                          256,966                   24,562
                                                                                                        _____________           ______________
Operating loss                                                                                             (256,486)                 (24,562)
                                                                                                        _____________           ______________
Net loss                                                                                                $  (256,486)            $    (24,562)
                                                                                                        _____________           ______________
                                                                                                        _____________           ______________
Net loss per common share

        Basic and diluted                                                                               $     (0.00)            $      (0.00)
                                                                                                        _____________           ______________
                                                                                                        _____________           ______________

Weighted average number of common shares outstanding:

        Basic and diluted                                                                               285,814,672              242,814,672
                                                                                                        _____________           ______________
                                                                                                        _____________           ______________


                                           The accompanying notes are an integral part of these unaudited financial statements.


                                                                                   -F-2-




                                                                                 CLIKIA CORP.
                                                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                             For the Three Months Ended June 30, 2017 and 2016
                                                                                 (unaudited)

                                                                                                                 Three Months Ended
                                                                                                        ______________________________________
                                                                                                        June 30, 2017           June 30, 2016
                                                                                                        _____________           ______________
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net loss                                                                                        $    (256,486)          $     (24,562)
        Adjustments:
                Stock issued for services                                                                      10,000                     ---
                Increase in accounts payable                                                                  235,279                     ---
                                                                                                        _____________           ______________
Net cash used in operating activities                                                                         (11,207)                (24,562)

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided by (used in) investing activities                                                               ---                     ---

CASH FLOWS FROM FINANCING ACTIVITIES:
        Advance on open account - related party                                                                 2,664                     ---
                                                                                                        _____________           ______________
Net cash provided by (used in) financing activities                                                             2,664                     ---
                                                                                                        _____________           ______________
Net increase (decrease) in cash                                                                                (8,543)                 (2,290)
Cash, beginning of year                                                                                        11,197                   2,936
                                                                                                        _____________           ______________
Cash, end of year                                                                                       $       2,654           $         646
                                                                                                        _____________           ______________
                                                                                                        _____________           ______________


                                           The accompanying notes are an integral part of these unaudited financial statements.


                                                                                   -F-3-



                                                                                 CLIKIA CORP.
                                                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                                June 30, 2017
                                                                                 (unaudited)



NOTE 1. NATURE OF THE BUSINESS

Clikia Corp. (the Company) was incorporated in 2002 in the State of Nevada, under the name MK Automotive, Inc. The Company's corporate name changed to Clikia
Corp. in July 2017. From 2002 through 2015, the Company was engaged in the retail and commercial automotive diagnostic, maintenance and repair services businesses,
and, from December 2015 through January 2017, our company pursued the commercial exploitation of Squuak.com, a social media and content sharing tool and platform.
Ultimately, these business efforts were unsuccessful. In February 2017, the Company acquired Clikia Corp., a Louisiana corporation (Clikia-LA), a Baton Rouge,
Louisiana-based over-the-top, or OTT, video streaming service provider, and adopted the OTT video streaming business plan of Clikia-LA.

Clikia TV is the Company's subscription-based streaming cable television service delivered via its Clikia App, which is available in the iTunes Store, the Google
Play Store, on Amazon and Roku, and via Google Chromecast for any device, and through the Company's  interconnected website, www.Clikia.com, that targets consumers
who wish to join the cord-cutting movement, the movement away from traditional cable television subscriptions.

Clikia TV competes in the over-the-top content (video) delivery industry. Over-the-top, or OTT, is the term used to describe the delivery of film and TV content
via the internet, without requiring users to subscribe to a traditional cable or satellite pay-TV service, like Comcast, Time Warner Cable or DirecTV.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Clikia-LA. All inter-company accounts and transactions have
been eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid investments with original maturities of three
months or less.

Stock Issued for Services

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from persons other than employees in accordance with ASC Topic 505.
Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more
reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of performance commitment or
completion of performance by the provider of goods or services as defined by ASC Topic 505.

Earnings per Share

Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during the period.

NOTE 3. ACCOUNTING POLICIES

The Company has evaluated recent accounting pronouncements and believes none will have a material effect on its consolidated financial statements upon implementation.


                                                                                   -F-4-

NOTE 4. CHANGE IN CONTROL OF THE COMPANY

In September 2016, there occurred a change in control of the Company, when the Company's now-CEO, David Loflin, acquired ownership of RioRoca Holdings, LLC, the owner
of (a) 31,754,675 shares, or approximately 60%, of the Company's then-outstanding common stock and (b) 2,000,000 shares of the Company's Series A Super Voting
Preferred Stock (shares of Series A Super Voting Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that each
shareholder of Company common stock is entitled to vote at each meeting of shareholders and vote together with the holders of Company common stock as a single class).
This ownership of Company securities provides RioRoca Holdings, LLC with control of the Company. As the owner of RioRoca Holdings, LLC, Mr. Loflin controls the
disposition and voting of Company securities owned by RioRoca Holdings, LLC.

NOTE 5. EXTINGUISHMENT OF DEBT

In December 2011, the Company entered into a settlement agreement (the Settlement Agreement) with one of its lenders to satisfy an existing loan default, which
resulted in the extinguishment of such loan. The principal balance of the loan, at the time of the Settlement Agreement, was $460,410, with related accrued interest
of $4,676.

In connection with the Settlement Agreement, two related parties (Michael R. Murphy and Thomas E. Kubik) loaned a total of $225,704 in cash to the Company. The
proceeds of both of these loans were applied by the Company to satisfy its payment obligation of $225,704 under the Settlement Agreement. (See Note 6. Related-Party
Transactions).

NOTE 6. RELATED-PARTY TRANSACTIONS

In February 2017, the Company acquired Clikia Corp., a Louisiana corporation (Clikia-LA). Pursuant to the acquisition transaction, the Company's CEO, David Loflin,
received 75,000,000 shares of the 125,000,000 shares of Company common stock issued in the acquisition transaction. (See Note 9. Acquisitions).

In December 2011, the Company borrowed a total of $225,704 from two shareholders ($112,852 from each of Michael R. Murphy and Thomas E. Kubik). The proceeds of both
loans were applied by the Company to satisfy its payment obligation of $225,704 under the Settlement Agreement.In connection with Mr. Murphy's loan, the Company
issued a promissory note, face amount $112,852, to Mr. Murphy, in consideration of his $112,852 loan to the Company. This promissory note, by its original terms,
bears no interest, had a due date of December 31, 2012, and was convertible into shares of Company common stock at the rate of one share for every $.00001 of debt
converted. However, by agreement with the holder of such promissory note, in April 2017, the conversion rate under such promissory note was amended to one share for
every $.0005 of debt converted. At June 30, 2017, and March 31, 2017, the remaining unpaid principal balance of such promissory note was $36,370 and $48,870,
respectively. (See Note 5. Extinguishment of Debt and Note 7. Notes Payable).In December 2011, the Company borrowed a total of $225,704 from two shareholders
($112,852 from each of Michael R. Murphy and Thomas E. Kubik). The proceeds of both loans were applied by the Company to satisfy its payment obligation of $225,704
under the Settlement Agreement. In connection with Mr. Murphy's loan, the Company issued a promissory note, face amount $112,852, to Mr. Murphy, in consideration of
his $112,852 loan to the Company. This promissory note, by its original terms, bears no interest, had a due date of December 31, 2012, and was convertible into shares
of Company common stock at the rate of one share for every $.00001 of debt converted. However, by agreement with the holder of such promissory note, in April 2017,
the conversion rate under such promissory note was amended to one share for every $.0005 of debt converted. At June 30, 2017, and March 31, 2017, the remaining unpaid
principal balance of such promissory note was $36,370 and $48,870, respectively. (See Note 5. Extinguishment of Debt and Note 7. Notes Payable).

NOTE 7. NOTES PAYABLE

In February 2017, the Company issued a promissory note, face amount $25,000, to Schooner Equities, LLC, in consideration of a loan in the amount of $25,000. This
promissory note bears interest at 6% per annum, is due in February 2018 and is convertible into shares of Company common stock at a conversion price that is equal to
45% of the then-current market price of the Company's common stock. At June 30, 2017, and March 31, 2017, the remaining unpaid principal balance of such promissory
note was $25,000.

In March 2017, the Company issued a promissory note, face amount $10,000, to a third party, Adam Goodkin, in consideration of a loan in the amount of $10,000. This
promissory note bears interest at 6% per annum, is due in March 2018 and is convertible into shares of Company common stock at the rate of one share for every $.00166
of debt converted. At June 30, 2017, and March 31, 2017, the remaining unpaid principal balance of such promissory note was $10,000.

In August 2015, the Company issued a promissory note, face amount $225,000, to Par Point Capital, LLC, in connection with the Company's purchase of Squuak.com and
related intangible assets. This promissory note bears interest at 6% per annum, was due in August 2016 and is convertible into shares of Company common stock at the
rate of one share for every $.0005 of debt converted. At June 30, 2017, and March 31, 2017, the remaining unpaid principal balance of such promissory note was
$225,000.


                                                                                   -F-5-


In August 2015, the Company issued a promissory note, face amount $25,000, to Par Point Capital, LLC, pursuant to a consulting agreement. This promissory note bears
interest at 6% per annum, was due in August 2016 and is convertible into shares of Company common stock at the rate of one share for every $.0005 of debt converted.
At June 30, 2017, and March 31, 2017, the remaining unpaid principal balance of such promissory note was $18,250.

In  December 2011, the Company issued a promissory note, face amount $112,852, to Michael R. Murphy, in consideration of his $112,852 loan to the Company. This
promissory note, by its original terms, bears no interest, had a due date of December 31, 2012, and was convertible into shares of Company common stock at the rate of
one share for every $.00001 of debt converted. However, by agreement with the holder of such promissory note, in April 2017, the conversion rate under such promissory
note was amended to one share for every $.0005 of debt converted. During the three months ended June 30, 2017, a total of 25,000,000 shares of common stock were
issued in connection with partial conversions of this promissory note, with a total of $12,500.00 of principal balance of this promissory note being extinguished.
At June 30, 2017, and March 31, 2017, the remaining unpaid principal balance of such promissory note was $36,370 and $49,480, respectively.

NOTE 8. LOAN ON OPEN ACCOUNT

In February 2017, the Company obtained a loan on open account from a third party in the amount of $30,000. This loan on open account is payable on demand.

NOTE 9. ACQUISITIONS

In February 2017, the Company acquired Clikia Corp. (Clikia-LA), a Baton Rouge, Louisiana-based OTT video streaming service provider, adopted the OTT video streaming
business plan of Clikia-LA and is currently pursuing such business plan. The Company's CEO, David Loflin, received 75,000,000 shares of the 125,000,000 shares of
Company common stock issued in the Clikia-LA acquisition transaction. See Note 6. Related-Party Transactions).

In December 2015, the Company acquired Squuak.com, a social media and content sharing tool and platform, from Par Point Capital, LLC, in exchange for a $225,000
promissory note. (See Note 7. Notes Payable).

NOTE 10. STOCK ISSUED FOR SERVICES

During the three months ended June 30, 2017, the Company issued 6,000,000 shares of common stock pursuant to the terms of a financial consulting agreement with a
third party, which shares were valued at $10,000, in the aggregate.

NOTE 11. SUBSEQUENT EVENTS

In July 2017, the Company issued convertible promissory note in the amount of $291,000, including original issue discount, to a third party. This promissory note is
due in October 2018 and is convertible from time to time by its holder, at then-market prices of the Company's common stock. The Company also issued to such third
party a warrant to purchase approximately 14,500,000 shares of its common stock. In consideration of its issuing such promissory note and warrant, the Company
received cash in the amount of $45,000 and a series of nine promissory notes in the amount of $25,000, all of which are due in October 2018.

In August 2017, the Company entered into a settlement agreement and stipulation (the Settlement Agreement) with a third party. Pursuant to the Settlement Agreement,
the Company agreed to issue shares of its common stock in exchange for the settlement of certain past due obligations and accounts payable of the Company (the
Subject Debts) in the aggregate amount of $355,903.50 (the Settlement Amount), which the third party had previously purchased from certain vendors of the Company.
Further, the Company agreed to issue shares of common stock in one or more tranches, as necessary, sufficient to satisfy the Settlement Amount. The per share price of
the shares of common stock shall be equal to 50% of the then-recent market price of the Company's common stock. Additionally, the Company issued 1,704,859 shares of
its common stock to the third party as a settlement fee. Under the Settlement Agreement, the third party is not permitted, at any time, to own beneficially more than
9.99% of the Company's then-outstanding shares of common stock. The Company initially reserved 150 million shares of its common stock to provide for issuances made
pursuant to the Settlement Agreement. To date, a total of 27,000,000 shares have been issued in payment of $183,889.50 of the Subject Debts.


                                                                                   -F-6-




                                                                                CLIKIA CORP.
                                                                        CONSOLIDATED BALANCE SHEETS
                                                                           June 30, 2017 and 2016
                                                                                (unaudited)

                                                                                                        June 30, 2017           June 30, 2016
                                                                                                        _____________           ______________
                                                                                   ASSETS
Current assets
        Cash and cash equivalents                                                                       $     11,197            $         924
        Prepaid expenses and other current assets                                                                622                      622
                                                                                                        _____________           ______________
        Total current assets                                                                                  11,819                    1,546
                                                                                                        _____________           ______________

Other assets
        Investment in Clikia Corp. (Louisiana) subsidiary                                                     13,976                      ---
        Other intangible assets, net of amortization                                                             ---                  243,188
                                                                                                        _____________           ______________
        Total intangible assets                                                                               13,976                  243,188
                                                                                                        _____________           ______________

Fixed assets
        Equipment                                                                                              1,284                    1,284
                                                                                                        _____________           ______________
        Total fixed assets                                                                                     1,284                    1,284
                                                                                                        _____________           ______________
        Total assets                                                                                    $     27,079            $     246,018
                                                                                                        _____________           ______________
                                                                                                        _____________           ______________

                                                                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities
        Accounts payable - trade                                                                        $        ---            $       1,264
        Loan on open account - third party                                                                    30,000                      ---
        Note payable (Schooner Equities)                                                                      25,000                      ---
        Note payable (Goodkin)                                                                                10,000                      ---
        Note payable (Murphy)                                                                                 48,870                   49,480
        Notes payable (Par Point)                                                                            243,250                  250,000
                                                                                                        _____________           ______________

        Total current liabilities                                                                            357,120                  300,744

Stockholders' deficit
        Preferred stock, $.00001 par value; 5,000,000 shares authorized, 2,000,000 and                            20                       20
           2,0000,000 shares issued and outstanding at March 31, 2017 and 2016, respectively
        Common stock, $.00001 par value; 950,000,000 shares authorized, 254,814,672 and                        2,548                      615
           61,514,672 shares issued and outstanding at March 31, 2017 and 2016, respectively
        Additional paid-in capital                                                                            32,737                    6,390
        Accumulated deficit                                                                                 (365,346)                 (61,751)
                                                                                                        _____________           ______________
        Total stockholders' deficit                                                                     $   (330,041)           $     (54,726)
                                                                                                        _____________           ______________
        Total liabilities and stockholders' deficit                                                     $     27,079            $     246,018
                                                                                                        _____________           ______________
                                                                                                        _____________           ______________


                                           The accompanying notes are an integral part of these unaudited financial statements.


                                                                                   -F-7-




                                                                                 CLIKIA CORP.
                                                                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                For the Years Ended June 30, 2017 and 2016
                                                                                 (unaudited)

                                                                                                                    Year Ended
                                                                                                        ______________________________________
                                                                                                        March 31, 2017          March 31, 2016
                                                                                                        ______________          ______________
Revenues                                                                                                $         200           $         ---
Operating costs and expenses
        Operating expenses                                                                                     60,407                  31,562
        Impairment charge                                                                                     243,188                     ---
                                                                                                        ______________          ______________
                Total operating expenses                                                                      303,595                  31,562
                                                                                                        ______________          ______________
Operating loss                                                                                               (303,595)                (31,562)
                                                                                                        ______________          ______________
Net loss                                                                                                $    (303,595)          $     (31,562)
                                                                                                        ______________          ______________
                                                                                                        ______________          ______________
Net loss per common share

        Basic and diluted                                                                               $       (0.00)          $       (0.00)
                                                                                                        ______________          ______________
                                                                                                        ______________          ______________
Weighted average number of common shares outstanding:

        Basic and diluted                                                                                  77,897,339              52,514,672
                                                                                                        ______________          ______________
                                                                                                        ______________          ______________


                                           The accompanying notes are an integral part of these unaudited financial statements.


                                                                                   -F-8-




                                                                                 CLIKIA CORP.
                                                             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                                For the Years Ended June 30, 2017 and 2016
                                                                                 (unaudited)


                                    Preferred Stock                 Common Stock
                                ______________________________________________________          Additional              Accumulated                      Total
                                Shares          Amount          Shares          Amount          Paid-in Capital           Deficit               Stockholders' Deficit
                                _____________________________________________________________________________________________________________________________________

Balance, March 31, 2015         2,000,000       $   20           38,514,672     $  385          $---                    $(30,189)               $(30,324)
Shares issued for bonus               ---          ---            3,500,000         35          3,465                   ---                     3,500
Shares issued for consulting          ---          ---            3,500,000         35          3,465                   ---                     3,500
Shares issued for debt
  conversions                         ---          ---           16,000,000        160          ---                     ---                     160
Net loss                              ---          ---                  ---        ---          ---                     (31,562)                (31,562)
                                _____________________________________________________________________________________________________________________________________
Balance, March 31, 2016         2,000,000           20           61,514,672        615          6,390                   (61,751)                (54,726)
Shares issued for consulting          ---          ---              300,000          3          297                     ---                     300
Shares issued for business
  acquisition                         ---          ---          125,000,000      1,250          11,250                  ---                     12,500
Shares issued for bonus               ---          ---           10,000,000        100          9,900                   ---                     10,000
Shares issued for debt
  conversions                         ---          ---           58,000,000        580          4,900                   ---                     5,480
Net loss                              ---          ---                   ---       ---          ---                     (303,595)               (303,595)
                                _____________________________________________________________________________________________________________________________________
Balance, March 31, 2017         2,000,000           20          254,814,672      2,548          32,737                  (365,346)               (330,041)
                                _____________________________________________________________________________________________________________________________________
                                _____________________________________________________________________________________________________________________________________


                                           The accompanying notes are an integral part of these unaudited financial statements.


                                                                                   -F-9-




                                                                                 CLIKIA CORP.
                                                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                   For the Year Ended March 31, 2017 and 2016
                                                                                 (unaudited)

                                                                                                                     Year Ended
                                                                                                        ______________________________________
                                                                                                        March 31, 2017          March 31, 2016
                                                                                                        ______________          ______________
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net loss                                                                                        $    (303,041)          $     (31,562)
        Adjustments to reconcile net loss to cash used for operating activities:
                Impairment charge                                                                             243,188                     ---
                Stock issued for services                                                                      10,300                   7,000
                                                                                                        ______________          ______________
Net cash used in operating activities                                                                         (49,907)                (24,562)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities                                                               ---                     ---
CASH FLOWS FROM FINANCING ACTIVITIES:
        Notes payable - third parties                                                                          35,000                     ---
        Loan on open account - third party                                                                     30,000                     ---
        Loan on open account - related party                                                                   14,500                     ---
        Repayment of loan on open account - related party                                                     (14,500)                    ---
        Advance on open account - related party                                                                (3,896)                    ---
                                                                                                        ______________          ______________
Net cash provided by (used in) financing activities                                                            61,104                     ---
                                                                                                        ______________          ______________
Net increase (decrease) in cash                                                                                10,273                  (2,290)
Cash, beginning of year                                                                                           924                   2,936
                                                                                                        ______________          ______________
Cash, end of year                                                                                       $      11,197           $         646
                                                                                                        ______________          ______________
                                                                                                        ______________          ______________


                                           The accompanying notes are an integral part of these unaudited financial statements.


                                                                                   -F-10-


                                                                                 CLIKIA CORP.
                                                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                               March 31, 2017
                                                                                 (unaudited)


NOTE 1. NATURE OF THE BUSINESS

Clikia Corp. (the Company) was incorporated in 2002 in the State of Nevada, under the name MK Automotive, Inc. The Company's corporate name changed to Clikia Corp.
in July 2017. From 2002 through 2015, the Company was engaged in the retail and commercial automotive diagnostic, maintenance and repair services businesses, and,
from December 2015 through January 2017, our company pursued the commercial exploitation of Squuak.com, a social media and content sharing tool and platform.
Ultimately, these business efforts were unsuccessful. In February 2017, the Company acquired Clikia Corp., a Louisiana corporation (Clikia-LA), a Baton Rouge,
Louisiana-based over-the-top, or OTT, video streaming service provider, and adopted the OTT video streaming business plan of Clikia-LA.

Clikia TV is the Company's subscription-based streaming cable television service delivered via its Clikia App, which is available in the iTunes Store, the Google
Play Store, on Amazon and Roku, and via Google Chromecast for any device, and through the Company's  interconnected website, www.Clikia.com, that targets consumers
who wish to join the cord-cutting movement, the movement away from traditional cable television subscriptions.

Clikia TV competes in the over-the-top content (video) delivery industry. Over-the-top, or OTT, is the term used to describe the delivery of film and TV content via
the internet, without requiring users to subscribe to a traditional cable or satellite pay-TV service, like Comcast, Time Warner Cable or DirecTV.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Clikia-LA. All inter-company accounts and transactions
 have been eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid investments with original maturities of three
 months or less.

Stock Issued for Services

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from persons other than employees in accordance with ASC Topic
505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is
more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of performance
commitment or completion of performance by the provider of goods or services as defined by ASC Topic 505.

Earnings per Share

Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during the period.


                                                                                   -F-11-


NOTE 3. ACCOUNTING POLICIES

The Company has evaluated recent accounting pronouncements and believes none will have a material effect on its consolidated financial statements upon implementation.

NOTE 4. CHANGE IN CONTROL OF THE COMPANY

In September 2016, there occurred a change in control of the Company, when the Company's now-CEO, David Loflin, acquired ownership of RioRoca Holdings, LLC, the owner
of (a) 31,754,675 shares, or approximately 60%, of the Company's then-outstanding common stock and (b) 2,000,000 shares of the Company's Series A Super Voting
Preferred Stock (shares of Series A Super Voting Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that each
shareholder of Company common stock is entitled to vote at each meeting of shareholders and vote together with the holders of Company common stock as a single class).
 This ownership of Company securities provides RioRoca Holdings, LLC with control of the Company. As the owner of RioRoca Holdings, LLC, Mr. Loflin controls the
disposition and voting of Company securities owned by RioRoca Holdings, LLC.

NOTE 5. EXTINGUISHMENT OF DEBT

In December 2011, the Company entered into a settlement agreement (the Settlement Agreement) with one of its lenders to satisfy an existing loan default, which
resulted in the extinguishment of such loan. The principal balance of the loan, at the time of the Settlement Agreement, was $460,410, with related accrued interest
of $4,676.

In connection with the Settlement Agreement, two related parties (Michael R. Murphy and Thomas E. Kubik) loaned a total of $225,704 in cash to the Company. The
proceeds of both of these loans were applied by the Company to satisfy its payment obligation of $225,704 under the Settlement Agreement. (See Note 6. Related-Party
Transactions).

NOTE 6. RELATED-PARTY TRANSACTIONS
In February 2017, the Company acquired Clikia Corp., a Louisiana corporation (Clikia-LA). Pursuant to the acquisition transaction, the Company's CEO, David Loflin,
received 75,000,000 shares of the 125,000,000 shares of Company common stock issued in the acquisition transaction. (See Note 8. Acquisitions).

In January 2017, the Company issued 10,000,000 shares of common stock as a bonus to one of its directors, which shares were valued at $10,000, in the aggregate.

In December 2011, the Company borrowed a total of $225,704 from two shareholders ($112,852 from each of Michael R. Murphy and Thomas E. Kubik). The proceeds of both
loans were applied by the Company to satisfy its payment obligation of $225,704 under the Settlement Agreement. In connection with Mr. Murphy's loan, the Company
issued a promissory note, face amount $112,852, to Mr. Murphy, in consideration of his $112,852 loan to the Company. This promissory note, by its original terms,
bears no interest, had a due date of December 31, 2012, and was convertible into shares of Company common stock at the rate of one share for every $.00001 of debt
converted. However, by agreement with the holder of such promissory note, in April 2017, the conversion rate under such promissory note was amended to one share for
every $.0005 of debt converted. At March 31, 2017 and 2016, the remaining unpaid principal balance of such promissory note was $48,870 and $49,480, respectively.
(See Note 5. Extinguishment of Debt, Note 7. Notes Payable and Note 10. Subsequent Events).

NOTE 7. NOTES PAYABLE

In February 2017, the Company issued a promissory note, face amount $25,000, to Schooner Equities, LLC, in consideration of a loan in the amount of $25,000. This
 promissory note bears interest at 6% per annum, is due in February 2018 and is convertible into shares of Company common stock at a conversion price that is equal
 to 45% of the then-current market price of the Company's common stock. At March 31, 2017, the remaining unpaid principal balance of such promissory note was $25,000.

In March 2017, the Company issued a promissory note, face amount $10,000, to a third party, Adam Goodkin, in consideration of a loan in the amount of $10,000. This
promissory note bears interest at 6% per annum, is due in March 2018 and is convertible into shares of Company common stock at the rate of one share for every $.00166
of debt converted. At March 31, 2017, the remaining unpaid principal balance of such promissory note was $10,000.


                                                                                   -F-12-


In August 2015, the Company issued a promissory note, face amount $225,000, to Par Point Capital, LLC, in connection with the Company's purchase of Squuak.com and
related intangible assets. This promissory note bears interest at 6% per annum, was due in August 2016 and is convertible into shares of Company common stock at the
 rate of one share for every $.0005 of debt converted. At March 31, 2017 and 2016, the remaining unpaid principal balance of such promissory note was $225,000.

In August 2015, the Company issued a promissory note, face amount $25,000, to Par Point Capital, LLC, pursuant to a consulting agreement. This promissory note bears
interest at 6% per annum, was due in August 2016 and is convertible into shares of Company common stock at the rate of one share for every $.0005 of debt converted.
At March 31, 2017 and 2016, the remaining unpaid principal balance of such promissory note was $18,250 and $25,000, respectively.

In  December 2011, the Company issued a promissory note, face amount $112,852, to Michael R. Murphy, in consideration of his $112,852 loan to the Company. This
promissory note, by its original terms, bears no interest, had a due date of December 31, 2012, and was convertible into shares of Company common stock at the rate of
 one share for every $.00001 of debt converted. However, by agreement with the holder of such promissory note, in April 2017, the conversion rate under such
promissory note was amended to one share for every $.0005 of debt converted. At March 31, 2017 and 2016, the remaining unpaid principal balance of such promissory
note was $48,870 and $49,480, respectively.

NOTE 8. LOAN ON OPEN ACCOUNT

In February 2017, the Company obtained a loan on open account from a third party in the amount of $30,000. This loan on open account is payable on demand.

NOTE 9. ACQUISITIONS

In February 2017, the Company acquired Clikia Corp. (Clikia-LA), a Baton Rouge, Louisiana-based OTT video streaming service provider, adopted the OTT video streaming
 business plan of Clikia-LA and is currently pursuing such business plan. The Company's CEO, David Loflin, received 75,000,000 shares of the 125,000,000 shares of
Company common stock issued in the Clikia-LA acquisition transaction. See Note 6. Related-Party Transactions).

In December 2015, the Company acquired Squuak.com, a social media and content sharing tool and platform, from Par Point Capital, LLC, in exchange for a $225,000
promissory note. (See Note 7. Notes Payable).

NOTE 10. STOCK ISSUED FOR SERVICES

During the year ended March 31, 2017, the Company issued 300,000 shares of common stock pursuant to the terms of a consulting agreement with a third party, which
shares were valued at $300, in the aggregate.

During the year ended March 31, 2017, the Company issued 10,000,000 shares of common stock as a bonus to one of its directors, which shares were valued at $10,000,
in the aggregate.

NOTE 11. IMPAIRMENT

Following the Company's acquisition of Clikia-LA, the Company's Board of Directors determined to abandon its Squuak.com business efforts, including its related
assets. Due to this determination, there was an impairment charge of $243,188 recorded for the year ended March 31, 2017.


                                                                                   -F-13-


NOTE 12. SUBSEQUENT EVENTS

In April 2017, the Company entered into an agreement with the holder of a Company promissory note issued in December 2011 to Michael R. Murphy, face amount $112,852.
 Pursuant to such agreement, the conversion rate under such promissory note was changed from one share for every $.00001 of debt converted to one share for every
$.0005 of debt converted.

In June 2017, the Company issued, in two separate private transactions, a total of 25,000,000 shares of common stock in connection with partial conversions of a
convertible promissory note of the Company. A total of $12,500.00 of the Company's existing debt was cancelled by the issuance of such shares, a conversion price
 of $.0005 per share.

In June 2017, the Company issued, in a private transaction, 6,000,000 shares of common stock to a third-party consultant to the Company, in payment of financial
consulting services rendered on behalf of the Company. Pursuant to the terms of the consulting agreement, these shares were valued at $10,000.

In July 2017, the Company issued convertible promissory note in the amount of $291,000, including original issue discount, to a third party. This promissory note
is due in October 2018 and is convertible from time to time by its holder, at then-market prices of the Company's common stock. The Company also issued to such third
 party a warrant to purchase approximately 14,500,000 shares of its common stock. In consideration of its issuing such promissory note and warrant, the Company
received cash in the amount of $45,000 and a series of nine promissory notes in the amount of $25,000, all of which are due in October 2018.

In August 2017, the Company entered into a settlement agreement and stipulation (the Settlement Agreement) with a third party. Pursuant to the Settlement Agreement,
the Company agreed to issue shares of its common stock in exchange for the settlement of certain past due obligations and accounts payable of the Company (the
Subject Debts) in the aggregate amount of $355,903.50 (the Settlement Amount), which the third party had previously purchased from certain vendors of the Company.
 Further, the Company agreed to issue shares of common stock in one or more tranches, as necessary, sufficient to satisfy the Settlement Amount. The per share price
of the shares of common stock shall be equal to 50% of the then-recent market price of the Company's common stock. Additionally, the Company issued 1,704,859 shares
 of its common stock to the third party as a settlement fee. Under the Settlement Agreement, the third party is not permitted, at any time, to own beneficially more
than 9.99% of the Company's then-outstanding shares of common stock. The Company initially reserved 150 million shares of its common stock to provide for issuances
made pursuant to the Settlement Agreement. To date, a total of 27,000,000 shares have been issued in payment of $183,889.50 of the Subject Debts.


                                                                                   -F-14-


PART III - EXHIBITS
Index to Exhibits
        Exhibit No.             Description
        2.1#                    Articles of Incorporation (filed June 20, 2002)
        2.2#                    Articles of Amendment (filed April 1, 2008)
        2.3#                    Articles of Amendment (filed September 30, 2015)
        2.4#                    Articles of Amendment (filed March 10, 2017)
        2.5#                    Bylaws of Clikia Corp., formerly MK Automotive, Inc.
        3.1#                    Convertible Promissory Note issued to Michael Murphy
        3.2#                    Convertible Promissory Note issued to Par Point Capital, LLC
        3.3#                    Convertible Promissory Note issued to Schooner Equities LLC
        3.4#                    Convertible Promissory Note issued to Adam Goodkin
        3.5#                    Convertible Promissory Note issued to Par Point Capital, LLC
        4.1#                    Form of Subscription Agreement
        6.1#                    Securities Purchase Agreement between Clikia Corp. and Typenx Co-Investment, LLC
        6.2#                    Settlement Agreement and Stipulation Clikia Corp. and Continuation Capital, Inc.
        6.3#                    Employment Agreement between Clikia Corp., f/k/a MK Automotive, Inc., and David Loflin
        7.1#                    Plan and Agreement of Reorganization between Clikia Corp., f/k/a MK Automotive, Inc., and Clikia Corp., a Louisiana corporation
        12.1*                   Opinion re: Legality
        _______________________________________________________________________________________________________________________________________________________
         # Filed herewith.
         * To be filed by amendment.


                                                                                 -III-1-


                                                                                SIGNATURES
        Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana, on November 2, 2017.

                CLIKIA CORP.


                By: /s/ DAVID LOFLIN
                        David Loflin
                        Chief Executive Officer

        This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

                /s/ DAVID LOFLIN
                David Loflin
                Chief Executive Officer, Acting Chief Financial Officer, Secretary and Director                                 November 2, 2017

                /s/ BRIAN WENDT
                Brian Wendt
                Chief Technology Officer and Director                                                                           November 2, 2017


                                                                                  -III-2-

FILED #C15662-02
JUN 20 2002
IN THE OFFICE OF
DEAN HELLER
DEAN HELLER SECRETARY OF STATE

Articles of Incorporation

of

MK AUTOMOTIVE, INC
a Nevada corporation

I, the undersigned, the original incorporator herein named, for the purpose of forming a corporation under the general corporation laws of the State of Nevada,
 to do business both within and without the State of Nevada, do make and file these Articles of Incorporation hereby declaring and certifying that the facts herein
stated are true:

ARTICLE I
NAME

The name of the corporation is: MK AUTOMOTIVE, INC.

ARTICLE II
RESIDENT AGENT E REGISTERED OFFICE

Section 2.01 Resident Agent. The name and address of the resident agent for service of process is
Michael R. Murphy, 15554 Blenheim Avenue, Las Vegas, Nevada 83135.

Section 2.02 Registered Office. The address of its registered office in the State of Nevada is 10554 Blenheim Avenue, Les Vegas, Nevada 89135.

Section 2.03 Other Offices. The corporation may also maintain offices for the transaction of any lawful business at such other places within or without the State of
 Nevada as it may from time to time determine. Corporate business of every legal kind and nature may be conducted, and meetings of directors and stockholders may be
 held outside the state of Nevada with the same effect as if
in the State of Nevada.

ARTICLE III
SHARES OF STOCK

The total authorized capital stock of this corporation is Two Thousand Five Hundred ($2,500) shares. All such stock shall be designated as Common Stock. The capital
stock may be issued from time to time without action by the stockholders and may be issued for such consideration as may be fixed from time to time by the Board of
Directors. The Board of Directors may issue such shares of capital stock in one or more series, at such price and in such number of each series with such voting
powers, designations, preferences and rights or qualifications, limitations or restrictions as shall be stated in the resolution or resolutions adopted by them.



ARTICLE IV
DIRECTORS

Section 4.01 Governing Board. The members of the governing board of the corporation shall be styled as directors.

Section 4.02 Initial Board of Directors. The initial Board of Directors shall consist of two (2) members. The names and addresses of the initial members of
the Board of Directors are as follows:

        NAME                            ADDRESS
        Michael R. Murphy               10554 Blenheim Avenue Las Vegas, Nevada 89135
        Tracy Maurstad                  10554 Blenheim Avenue Las Vegas, Nevada 89135


These individuals shall serve as Directors until the first annual
meeting of the stockholders or until their successors shall have
been elected and qualified.

Section 4.03 Change in Number of Directors. The number
of specific or total directors may be increased or decreased by a
duly adopted amendment to the By-Laws of the corporation.

ARTICLE V
INCORPORATOR

The name and address of the incorporator is Peter Alpert, Esq., 2950 East Rochelle Avenue, Las Vegas, Nevada 89121.

ARTICLE VI
DIRECTORS' AND OFFICERS' LIABILITY

A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer, but
this article shall not eliminate or limit the liability of a
director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii)
the payment of distributions in violation of NRS 78.300. Any
repeal or modification of this Article by the stockholders of the
corporation shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director or
officer of the corporation for acts or omissions prior to such
repeal or modification.

ARTICLE VII
INDEMNITY

Every person who was or is a party to, or is threatened
to be made a party to, or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he, or a person of whom
he is the legal representative, is or was a director or officer of
the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, or as
its representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the laws of the State of Nevada
from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to
be paid in settlement) reasonably incurred or suffered by him in
connection therewith. Such right of indemnification shall be a
contract right which may be enforced in any manner desired by such
person. The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by
the corporation. Such right of indemnification shall not be
exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire, and, without
limiting the generality of such statement, they shall be entitled
to their respective rights of indemnification under any by-law,
agreement, vote of stockholders, provision of law, or otherwise, as
well as their rights under this Article.
Without limiting the application of the foregoing, the
Board of Directors may adopt by-laws from time to time with respect
to indemnification, to provide at all times the fullest
indemnification permitted by the laws of the State of Nevada, and
may cause the corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the
corporation or is or was serving at the request of the corporation
as director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other
enterprises against any liability asserted against such person and
incurred in any such capacity or arising out of such status,
whether or not the corporation would have the power to indemnify
such person.

The indemnification provided in this Article shall
continue as to a person who has ceased to be a director, officer,
employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such person.

ARTICLE VIII
AMENDMENTS

This corporation reserves the right to amend, alter,
change or repeal any provision contained in these Articles of
Incorporation or its Bylaws, in the manner now or hereafter
prescribed by statute or by these Articles of Incorporation or said
Bylaws, and all rights conferred upon the stockholders are granted
subject to this reservation.

ARTICLE IX
POWERS OF DIRECTORS

In furtherance, and not in limitation of the powers
conferred by statute, the Board of Directors is expressly
authorized:

(1) Subject to the Bylaws, if any, adopted by the
stockholders, to make, alter or repeal the Bylaws of the
corporation;
(2) To authorize and cause to be executed mortgages and
liens, with or without limit as to amount, upon the real and
personal property of the corporation;
(3) To authorize the guaranty by the corporation of
securities, evidences of indebtedness and obligations of other
persons, corporations and business entities;
(4) To set apart out of any of the funds of the
corporation available for dividends a reserve or reserves for any
proper purpose and to abolish any such reserve; and
(5) By resolution adopted by a majority of the whole
board, to designate one or more committees, each committee to
consist of one or more of the directors of the corporation, which.
to the extend provided in the resolution or in the Bylaws of the
corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in the
Bylaws of the corporation or as may be determined from time to time
by resolution adopted by the Board of Directors.

All corporate powers of the corporation shall be
exercised by the Board of Directors except as otherwise provided
herein or by law.

IN WITNESS WHEREOF, I have hereunto set my hand this 19th
day of June, 2002, hereby declaring and certifying that the facts
stated hereinabove are true.


/s/ PETER ALPERT
PETER ALPERT, ESQ., Incorporator

ACCEPTANCE BY RESIDENT AGENT
I hereby accept the appointment as Resident Agent of MK
AUTOMOTIVE, INC
June 19th, 2002.

/s/ MICHAEL R. MURPHY
MICHAEL R. MURPHY

Document Number
20080229114-99
Filing Date and Time
04/01/2008 1:30 PM
Entity Number
C15662-2002

                                                                Certificate to Accompany Restated Articles
                                                                           (pursuant to NRS)

1. Name of Nevada entity as last recorded in this office:

MK Automotive, Inc.

2. The articles are being __ Restated or [x] Amended and Restated (check only one). Please entitle your attached actions "Restated" or "Amended and Restated,"
accordingly.

3. Indicate what changes have been made by checking the appropriate box.*

__      No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by
resolution of the board of directors adopted on _____________. The certificate correctly sets forth the text of the articles or certificate as amended to the date
of the certificate.
__      The entity name has been amended.
__      The resident agent has been changed. (attach Certificate of Acceptance from new resident agent)
__      The purpose of the entity has been amended.
[x]     The authorized shares have been amended.
__      The directors, managers or general partners have been amended.
__      IRS tax language has been added.
[x]     Articles have been added.
[x]     Articles have been deleted.
[x]     Other. The articles or certificate have been amended as follows (provide article numbers, if available):
Removed section 2.03 of Art. II
Amended Art. IV, Art. V, Art. VI, Art. VII, Art. VIII and Art. IX
Inserted new Art. X, Art. XI and Art. XII

* This form is to accompany Restated Articles which contain newly altered or amended articles. The Restated Articles must contain all of the requirements
 as sete forth in the statutes for amending or altering the articles or certificates.


                                                                        Certificate of Amendment
                                                                  (pursuant to NRS 78.385 and 78.390)


                                        Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations
                                                     (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:

MK AUTOMOTIVE, INC.

2. The articles have been amended as follows (provide article numbers, if available):

ARTICLE III IS AMENDED TO INCREASE THE AUTHORIZED SHARES TO 50,000,000 TO REFLECT A 10,400:1 FORWARD STOCK SPLIT AND TO INCREASE THE PAR VALUE TO $.001 PER SHARE.
ARTICLE IV IS AMENDED TO REFLECT THE PRESENT BOARD OF DIRECTORS. ARTICLES V IS AMENDED TO REFLECT THE CORPORATE PURPOSE. ARTICLES VI AND VII ARE AMENDED TO CONCISELY
 STATE THAT DIRECTORS' PERSONAL LIABILITY IS ELIMINATED AND ALL PERSONS WHO THE CORPORATION HAS POWER TO INDEMNIFY ARE INDEMNIFIED, RESPECTIVELY, TO THE FULLEST EXTENT
 PERMITTED BY NEVADA LAW. ARTICLE VIII IS AMENDED TO REMOVE THE AUTHORITY TO AMEND THE BYLAWS AND TO RETAIN ONLY THE AUTHORITY TO AMEND THE ARTICLES. ARTICLE IX IS
AMENDED TO REFLECT THE STATUS OF FULLY PAID SHARES AND THAT THE DIRECTORS' GOOD FAITH DETERMINATION IS FINAL AS TO THE VALUE RECEIVED IN CONSIDERATION FOR THE SAME.
ARTICLES X, XI AND XII WERE ADDED TO REFLECT WHAT CONSTITUTES A QUORUM OF STOCKHOLDERS, THE CORPORATION'S PERPETUAL EXISTENCE AND THE ABSENCE OF CUMULATIVE VOTING AND
 PREEMPTIVE RIGHTS, RESPECTIVELY. SECTION 2.03 OF ARTICLE II REGARDING TH OTHER OFFICES WAS REMOVED.

3. THE VOTE BY WHICH THE STOCKHOLDERS HOLDING SHARES IN THE CORPORATION ENTITLING THEM TO EXERCISE AT LEAST A MAJORITY OF THE VOTING POWER, OR SUCH GREATER
 PROPORTION OF THE VOTING POWER AS MAY BE REQUIRED IN THE CASE OF A VOTE BY CLASSES OR SERIES, OR AS MAY BE REQUIRED BY THE PROVISIONS OF THE ARTICLES OF
 INCORPORATION* HAVE VOTED IN FAVOR OF THE AMENDMENT IS: 1,450:2,500, OR 58%

4. Effective date and time of filing: (optional)        Date:                   Time:

5. Signature: (required)

X /s/ MICHAEL MURPHY
Signature of Officer

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting
power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.


                                                                AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                                                                      OF
                                                                             MK AUTOMOTIVE, INC.

ARTICLE I.

Name of the corporation (hereinafter call the "Corporation") is:

MK AUTOMOTIVE, INC.

ARTICLE II.

The resident agent and registered office of the Corporation within the State of Nevada is Michael R. Murphy, 5833 W Tropicana Ave, Las Vegas, NV 89103.

ARTICLE III.

The total number of shares of stock that the Corporation shall have authority to issue is increased from 2,500 to 50,000,000 shares of common stock; the par value
 is increased from no par value to $.001 per share and their is effectuated a 10,400:1 forward split of 2,500 issued and outstanding shares of common stock.



ARTICLE IV.

The governing Board of the Corporation shall be styled the "Board of Directors", and any member of said Board shall be styled as a "Director."

The number of members constituting the present Board of Directors is two (2); and the name and the post office address of each said member is as follows:

Name                            Address
Michael R. Murphy               5833 W Tropicana Ave, Las Vegas, NV 89103
Tracy M. Maurstad               5833 W Tropicana Ave, Las Vegas, NV 89103


The number of directors of the Corporation may be increased or decreased in the manner provided in the Amended and Restated Bylaws of the Corporation; provided, that
 the number of directors shall never be less than one (1). In the interim between elections of directors by stockholders entitled to vote, all vacancies, including
vacancies caused by an increase in the number of directors and including vacancies resulting from the removal of directors by the stockholders entitled to vote which
 are not filled by said stockholders, may be filled by the remaining directors, though less than a quorum.

ARTICLE V.

The purpose of the Corporation shall be:

To engage in any lawful actdivity for which Corporations may be incorporated under Nevada law.

ARTICLE VI.

The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the Nevada law, as the same may be amended and
supplemented.

ARTICLE VII.

The Corporation shall, to the fullest extent permitted by the Nevada law, as the same may be amended and supplemented, indemnify any and all persons whom it shall
 have power to indemnify under said law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said law, and the
indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.

ARTICLE VIII.

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Amended and restated Articles of Incorporation in the manner
 now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE IX.

No fully paid shares of any class of stock of the Corporation shall be subject to any further call or assessment in any manner or for any reason. The good faith
determination of the Board of Directors of the Corporation shall be final as to the value received in consideration of the issuance of fully paid shares.

ARTICLE X.

The holders of a majority of the outstanding shares of stock which have voting power shall constitute a quorum at a meeting of stockholders for the transaction of
any business of any business unless the action to be taken at the meeting shall require a greater proportion.

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to fix the amount to be reserved as working
 capital over and above its paid-in capital stock, and to authorize and cause to be executed, mortgages and liens upon theh real and personal property of the
Corporation.

ARTICLE XI.

The Corporation shall have perpetual existence.

ARTICLE XII.

Shareholders of the Corporation shall not have cumulative voting rights nor preemptive rights.

Signed this 27th day of March, 2008.

MK AUTOMOTIVE, INC.

By: /s/ MICHAEL R. MURPHY
Michael R. Murphy, President

Document Number
20150435982-19
Filing Date and Time
09/30/2015 2:38 PM
Entity Number
C15662-2002

                                                                        Certificate of Amendment
                                                                  (pursuant to NRS 78.385 and 78.390)

                                        Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations

1. Name of corporation:

MK Automotive, Inc.             C15662-2002

2. The articles have been amended as follows: (provide article numbers, if available)



"ARTICLE III"

A.      The Corporation shall have the authority to issue two classes of stock to be designated, respectively, "Common Stock" and "Series A Super Voting Preferred
Stock", with a par value of $000001 per share. The total number of shares which the Corporation is authorized to issue is 955,000,000 shares. 950,000,000 shares
shall be Common Stock. Five Million (5,000,000) shares shall be Series A Super Voting Preferred Stock.

B.      The Series A Super Voting Preferred Stock shall have following preferences, powers, designations and other special rights: *SEE ATTACHED*

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have
voted in favor of the amendment is: 82.44%

4. Effective date and time of filing: (optional)        Date:                   Time:

5. Signature: (required)

X /s/ BRIAN WENDT
Signature of Officer    Brian Wendt / President

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting
power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.



                                                                                ATTACHMENT

(1)     Voting. Holders of the Series A Super Voting Preferred Stock have five hundred (500) times
that number of votes on all matters submitted to the shareholders that each shareholder of the
Corporation's Common Stock (rounded to the nearest whole number) is entitled to vote at
each meeting of shareholders of the Corporation (and written actions of shareholder in lieu
of meetings) with respect to any and all matters presented to the shareholders of the
Corporation for their action or consideration. Holders of the Series A Super Voting Preferred
Stock shall vote together with the holders of Common Stock as a single class.

(2)     Dividends. Holders of Series A Super Voting Preferred Stock shall not be entitled to receive
dividends paid on the Corporation's common stock. Dividends paid to holders of the Series
A Super Voting Preferred Stock, if any, shall be at the discretion of the Board of Directors.

(3)     Liquidation Preference. Upon the liquidation, dissolution and winding up of the Corporation,
whether voluntary or involuntary, holders of the Series A Super Voting Preferred Stock shall
not be entitled to receive any of the assets of the Corporation.

(4)     No Conversion. The shares of Series A Super Voting Preferred Stock are not convertible into
shares of the Company's common stock.

(5)     Vote to Change the Terms of, or to Issue, Series A Super Voting Preferred Stock. The
affirmative vote at a meeting duly called for such purpose, or the Written consent Without a
meeting, of the holders of not less than fifty-one percent (51%) of the then-outstanding
shares of Series A Super Voting Preferred Stock shall be required for (a) any change to the
Corporation's Articles of Incorporation that would amend, alter, change or repeal any of the
preferences, limitation or relative rights of the Series A Super Voting Preferred Stock or (b)
any issuance of additional shares of Series A Super Voting Preferred Stock.

(6)     Record Owner. The Corporation may deem the person in whose name shares of Series A
Super Voting Preferred Stock shall be registered upon the registry books of the Corporation
to be, and may treat him as, the absolute owner of the Series A Super Voting Preferred Stock
for all purposes, and the Corporation shall not be affected by any notice to the contrary.

(7)     Register. The Corporation shall maintain a register for the registration of the Series A Super
Voting Preferred Stock. Upon the transfer of shares of Series A Super Voting Preferred Stock
in accordance with the provisions hereof, the Corporation shall register such transfer on the
register of the Series A Super Voting Preferred Stock."

Document Number
20170107004-72
Filing Date and Time
03/10/2017 12:05 PM
Entity Number
C15662-2002

                                                                        Certificate of Amendment
                                                                  (pursuant to NRS 78.385 and 78.390)


                                        Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations

1. Name of corporation:

MK Automotive, Inc.

2. The articles have been amended as follows: (provide article numbers, if available)

The name of the company shall not be named, "Clikia Corp."

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater
proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of
incorporation* have voted in favor of the amendment is: unanimous

4. Effective date and time of filing: (optional)        Date: 3/10/2017 Time:

5. Signature: (required)

X /s/ DAVID LOFLIN
Signature of Officer

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting
power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

                                                                                        BYLAWS
                                                                                          OF
                                                                                      CLIKIA CORP.
                                                                                a Nevada corporation

ARTICLE I
OFFICES

        Section 1.      Registered Office. The registered office of the Corporation in the State of Nevada shall be located at 1805 N. Carson Street, Suite X,
Carson City, NV 89701.

        Section 2.      Other Offices. The Corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the
Board of Directors, and may also have offices at such other places, both within and without the State of Nevada as the Board of Directors may from time to time
determine or the business of the corporation may require.

ARTICLE II
CORPORATE SEAL

        Section 3.      Corporate Seal.  The corporate seal shall consist of a die bearing the name of the corporation and the inscription, "Corporate Seal-Nevada."
Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III
STOCKHOLDERS' MEETINGS

        Section 4.      Place of Meetings.  Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Nevada,
 as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant
 to Section 2 hereof.

        Section 5.      Annual Meetings.

                (a)     The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may
lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations of persons for
election to the Board of Directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of
stockholders: (i) pursuant to the corporation's notice of meeting of stockholders; (ii) by or at the direction of the Board of Directors; or (iii) by any stockholder
 of the corporation who was a stockholder of record at the time of giving of notice provided for in the following paragraph, who is entitled to vote at the meeting
and who complied with the notice procedures set forth in Section 5.

                (b)     At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. For nominations or other business to be properly brought before an annual meeting by a stockholder
pursuant to clause (c) of Section 5(a) of these Bylaws, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the corporation, (ii)
such other business must be a proper matter for stockholder action under the Nevada Revised Statutes ("NRS"), (iii) if the stockholder, or the beneficial owner on
whose behalf any such proposal or nomination is made, has provided the corporation with a Solicitation Notice (as defined in this Section 5(b)), such stockholder or
beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the corporation's voting
shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to
 holders of a percentage of the corporation's voting shares reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee or
 nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice, and (iv) if no Solicitation
 Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner proposing such business or nomination must not have
solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section 5 . To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than
the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the
 event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the
preceding year's annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth
(120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth
(10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an
 annual meeting commence a new time period for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth: (A) as to each
 person whom the stockholder proposed to nominate for election or reelection as a director all information relating to such person that is required to be disclosed
 in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities
 Exchange Act of 1934 (the "1934 Act") and Rule 14a-11 thereunder (including such person's written consent to being named in the proxy statement as a nominee and to
serving as a director if elected) ; (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired
to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation's books, and of such beneficial owner, (ii) the
 class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether either
such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of the proposal, at least the percentage of the
 corporation's voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the
 corporation's voting shares to elect such nominee or nominees (an affirmative statement of such intent, a "Solicitation Notice").

                (c)     Notwithstanding anything in the second sentence of Section 5(b) of these Bylaws to the contrary, in the event that the number of directors to
be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the corporation at least one hundred (100) days prior to the first anniversary of the preceding year's annual meeting,
 a stockholder's notice required by this Section 5 shall also be considered timely, but only with respect to nominees for any new positions created by such increase,
if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth (10th) day following
 the day on which such public announcement is first made by the corporation.

                (d)     Only such persons who are nominated in accordance with the procedures set forth in this Section 5 shall be eligible to serve as directors and
 only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this
Section 5. Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed
to be brought before the meeting was made, or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed
 nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall not be presented for stockholder action
 at the meeting and shall be disregarded .

                (e)     Notwithstanding the foregoing provisions of this Section 5, in order to include information with respect to a stockholder proposal in the
 proxy statement and form of proxy for a stockholders' meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act .
Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation proxy statement pursuant to Rule
 14a-8 under the 1934 Act.

                (f)     For purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service,
 Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to
 Section 13, 14 or 15(d) of the 1934 Act.

        Section 6.      Special Meetings.

                (a)     Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of
Directors, (ii) the President, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or
not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption).

                (b)     If a special meeting is properly called by any person or persons other than the Board of Directors, the request shall be in writing,
specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other
 facsimile transmission to the Chairman of the Board of Directors, the President, or the Secretary of the corporation. No business may be transacted at such special
 meeting otherwise than specified in such notice . The Board of Directors shall determine the time and place of such special meeting, which shall be held not less
than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request . Upon determination of the time and place of the
meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of
these Bylaws. If the notice is not given within one hundred (100) days after the receipt of the request, the person or persons properly requesting the meeting may
set the time and place of the meeting and give the notice . Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when
a meeting of stockholders called by action of the Board of Directors may be held.

                (c)     Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be
 elected pursuant to the corporation's notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the corporation who is a
 stockholder of record at the time of giving notice provided for in these Bylaws who shall be entitled to vote at the meeting and who complies with the notice
procedures set forth in this Section 6(c). In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to
 the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the
corporation's notice of meeting, if the stockholder's notice required by Section 5(b) of these Bylaws shall be delivered to the Secretary at the principal
 executive offices of the corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later
than the close of business on the later of the ninetieth (90th) day prior to such meeting or the tenth (10th) day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder' s notice as described above.

        Section 7.      Notice of Meetings. Except as otherwise provided by law or the Articles of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice
to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in
writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in
person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such
meeting in all respects as if due notice thereof had been given.

        Section 8.      Quorum.  At all meetings of stockholders, except where otherwise provided by statute or by the Articles of Incorporation, or by these Bylaws,
the presence, in person or by proxy duly authorized, of the holders of thirty-three and one-third percent (33-1/3%) of the outstanding shares of stock entitled to
vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by
 the chairman of the meeting or by vote of the holders of a majority of the shares represented at any such meeting, but no other business shall be transacted at such
 meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a quorum . Except as otherwise provided by statute, the Articles of Incorporation or these
 Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting
and entitled to vote on the subject matter shall be the act of the stockholders . Except as otherwise provided by statute, the Articles of Incorporation or these
Bylaws, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the
election of directors . Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Articles of
Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a
 quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Articles of Incorporation or
 these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast by the holders of shares of such class or
 classes or series shall be the act of such class or classes or series.

        Section 9.      Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time
either by the chairman of the meeting or by the vote of a majority of the shares casting  votes . When a meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the
corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the
 adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote
 at the meeting.

        Section 10.     Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise
provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall
 be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized
 by a proxy granted in accordance with Nevada law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of
creation unless the proxy provides for a longer period.

        Section 11.     Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether
 fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary
 relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order
appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes,
 his act binds all; (b) if more than one (1) votes, the act of the majority so voting hinds all; (c) if more than one (1) votes, but the vote is evenly split on any
particular matter, each faction may vote the securities in question proportionally, or may apply to the Courts of the State of Nevada, as provided in the NRS. If the
 instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a
majority or even-split in interest.

        Section 12.     List of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of
 the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the
 name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for
a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not specified, at the place where the meeting is to be held . The list shall be produced and kept at the time and place of meeting
during the whole time thereof and may be inspected by any stockholder who is present.

        Section 13.     Action Without Meeting.

                (a)     Unless otherwise provided in the Articles of Incorporation, any action required by statute to be taken at any annual or special meeting of
 the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum
 number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

                (b)     Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective
 to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner herein
required, written consents signed by a sufficient number of stockholders to take action are delivered to the corporation by delivery to its registered office in the
 State of Nevada, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.

                (c)     Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those
 stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record
 date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take action were delivered to the corporation as
provided in the NRS. If the action which is consented to is such as would have required the filing of a certificate under any section of the NRS if such action had
been voted on by stockholders at a meeting thereof, then the certificate under such section shall state, in lieu of any statement required by such section concerning
 any vote of stockholders, that written consent has been given in accordance with the NRS.

        Section 14.     Organization.

                (a)     At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the
 President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by
 proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

                (b)     The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as
it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have
 the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate
 or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures
for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and
their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the
 commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting
on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders
 shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV
DIRECTORS

        Section 15.     Number and Term of Office. The authorized number of directors of the corporation shall be fixed in accordance with the Articles of
Incorporation. Directors need not be stockholders unless so required by the Articles of Incorporation . If for any cause, the directors shall not have been elected
 at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided
in these Bylaws.

        Section 16.     Powers. The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except
 as may be otherwise provided by statute or by the Articles of Incorporation .

        Section 17.     Classes of Directors. The corporation shall not have a classified Board of Directors. All directors shall be elected at each annual meeting of
 stockholders to hold office until the next annual meeting. Each director shall serve until his successor is duly elected and qualified or until his death,
resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

        Section 18.     Vacancies.

                (a)     Unless otherwise provided in the Articles of Incorporation, any vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of
 Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote
of a majority of the directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor
shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Section 18 in the case of the death, removal or
resignation of any director.

                (b)     If at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), a Nevada court with competent jurisdiction may, upon application of any stockholder or
stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election
to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election
shall be governed by the NRS.

        Section 19.     Resignation. Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether
 it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be
 deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a
majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director
whose place shall be vacated and until his successor shall have been duly elected and qualified.

        Section 20.     Removal. Subject to any limitations imposed by law, the Board of Directors or any individual director may be removed from office at any time
without cause by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote on such removal.

        Section 21.     Meetings.

                (a)     Annual Meetings. The annual meeting of the Board of Directors shall be held immediately before or after the annual meeting of stockholders and
 at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose
 of electing officers and transacting such other business as may lawfully come before it.

                (b)     Regular Meetings. Unless otherwise restricted by the Articles of Incorporation, regular meetings of the Board of Directors may be held at any
time or date and at any place within or without the State of Nevada which has been designated by the Board of Directors and publicized among all directors . No formal
 notice shall be required for regular meetings of the Board of Directors.

                (c)     Special Meetings. Unless otherwise restricted by the Articles of Incorporation, special meetings of the Board of Directors may be held at any
 time and place within or without the State of Nevada whenever called by the Chairman of the Board, the President or any two of the directors.

                (d)     Telephone Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference
 telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such
means shall constitute presence in person at such meeting.

                (e)     Notice of Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by
 telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by
electronic mail or other electronic means, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing
 to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing at any
time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of
 objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

                (f)     Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or
 noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or
 after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a
part of the minutes of the meeting.

        Section 22.     Quorum and Voting.

                (a)     Unless the Articles of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 43
 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Articles of Incorporation, a quorum
 of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the
 Articles of Incorporation ; provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to
 time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

                (b)     At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative
 vote of a majority of the directors present, unless a different vote be required by law, the Articles of Incorporation or these Bylaws.

        Section 23.     Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as
 the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

        Section 24.     Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors,
including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting
 of the Board of Directors and at any meeting of a committee of the Board of Directors . Nothing herein contained shall be construed to preclude any director from
 serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

        Section 25.     Committees.

                (a)     Executive Committee. The Board of Directors may appoint an Executive Committee to consist of one (1) or more members of the Board of Directors.
The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to
all papers which may require it ; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the
 stockholders, any or matter expressly required by the NRS to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any bylaw of the
 corporation.

                (b)     Other Committees. The Board of Directors may, from time to time, appoint such other committees as may be permitted by law . Such other
committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties
as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive
Committee in these Bylaws.

                (c)     Term. Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member's term on the Board
 of Directors . The Board of Directors, subject to any requirements of any outstanding series of Preferred Stock and the provisions of subsections (a) or (b) of this
 Bylaw, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member
 shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any
 reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the
number of members of the committee . The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or
 disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any ember of a committee, the member or members thereof
 present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of
 Directors to act at the meeting in the place of any such absent or disqualified member.

                (d)     Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed
 pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has
been given to each member of such committee, no further notice of such regular meetings need be given thereafter . Special meetings of any such committee may be held
 at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice
 to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board
of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time
 before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose
 of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  A majority of the
authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any
 meeting at which a quorum is present shall be the act of such committee .

        Section 26.     Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is
 absent, the President (if a director), or if the President is absent, the most senior Vice President (if a director), or, in the absence of any such person, a
 chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting . The Secretary, or in his absence, any Assistant Secretary
directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V
OFFICERS

        Section 27.     Officers Designated. The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the
 Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer and the
Controller, all of whom shall be elected at the annual organizational meeting of the Board of Directors. The Board of Directors may also appoint one or more Assistant
 Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of
Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the
corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by
 or in the manner designated by the Board of Directors.

        Section 28.     Tenure and Duties of Officers.

                (a)     General.  All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected
and qualified, unless sooner removed . Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office
of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

                (b)     Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the
 stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office and shall also perform
 such other duties and have such other powers, as the Board of Directors shall designate from time to time. If there is no President, then the Chairman of the Board
of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 28.

                (c)     Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the
 Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected Chief Executive Officer of the corporation, the
President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction
and control of the business and officers of the corporation. The President shall perform other duties commonly incident to his office and shall also perform such other
 duties and have such other powers, as the Board of Directors shall designate from time to time.

                (d)     Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the
 President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform
 such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

                (e)     Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts
and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders
 and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him in these Bylaws and
 other duties commonly incident to his office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from
time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and
each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board
of Directors or the President shall designate from time to time.

                (f)     Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a
thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or
 the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation.
The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the
Board of Directors or the President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any
Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer
 and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall also perform such other
duties and have such other powers as the Board of Directors or the President shall designate from time to time.

        Section 29.     Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or
agent, notwithstanding any provision hereof.   Section 30.     Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or
to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time
 is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such
 resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with
 the resigning officer.

        Section 31.     Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the
 directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such
 power of removal may have been conferred by the Board of Directors.

ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION

        Section 32.     Execution of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the
corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution
 or signature shall be binding upon the corporation. All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in
special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do. Unless authorized or ratified by
 the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any
contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

        Section 33.     Voting of Securities Owned by the Corporation.  All stock and other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution
of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any
Vice President.

ARTICLE VII
SHARES OF STOCK

        Section 34.     Form and Execution of Certificates. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the
 Articles of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the
 corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or
Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any
 officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of
issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the
limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the
 corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other
 special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable
time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information
 required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the
 corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the  qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise
 expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

        Section 35.     Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost,
 stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or
 destroyed certificate or certificates, or his legal representative, to agree to indemnify the corporation in such manner as it shall require or to give the
corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the
 certificate alleged to have been lost, stolen, or destroyed.

        Section 36.     Transfers.

                (a)     Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney
duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

                (b)     The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock
of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited
 by the NRS.

                (c)     The Board of Directors may appoint one or more transfer agents, transfer clerks and registrars of transfer and may require all certificates
for shares of stock to bear the signature of such transfer agents, transfer clerks and/or registrars of transfer.

        Section 37.     Fixing Record Dates.

                (a)     In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment
 thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall, subject to applicable law, not be more than sixty (60) nor less than ten (10) days before the date
of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

                (b)     In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment
 of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is
 adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders
 for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

        Section 38.     Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on
 the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VIII
OTHER SECURITIES OF THE CORPORATION

        Section 39.     Execution of Other Securities. All bonds, debentures and other corporate securities of the corporation, other than stock certificates
(covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by
the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an
Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate
security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond,
debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other
corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate
 security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be
authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any
bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer
before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless
 may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not
 ceased to be such officer of the corporation.

ARTICLE IX
DIVIDENDS

        Section 40.     Declaration of Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation
and applicable law, if any, maybe declared by the Board of Directors pursuant to law at any regular or special meeting . Dividends may be paid in cash, in property,
 or in shares of the capital stock, subject to the provisions of the Articles of Incorporation and applicable law.

        Section 41.     Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum
or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests
 of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X
FISCAL YEAR

        Section 42.     Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI
INDEMNIFICATION

        Section 43.     Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.

                (a)     Directors and Executive Officers. The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI,
"executive officers" shall have the meaning defined in Rule 3b- 7 promulgated under the 1934 Act) to the fullest extent not prohibited by the NRS or any other
applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive
officers ; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or
 part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of
Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation
under the NRS or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

                (b)     Employees and Other Agents. The corporation shall have power to indemnify its other officers, employees and other agents as set forth in the
NRS or any other applicable law. The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such
person except executive officers to such officers or other persons as the Board of Directors shall determine.

                (c)     Expenses. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or
 completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or executive
officer, of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint
 venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director
or executive officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be
determined ultimately that such person is not entitled to be indemnified under this Section 43 or otherwise. Notwithstanding the foregoing, unless otherwise
determined pursuant to paragraph (e) of this Section 43, no advance shall be made by the corporation to an executive officer of the corporation (except by reason of
 the fact that such executive officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made
demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests
of the corporation.

                (d)     Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and executive
 officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation
and the director or executive officer. Any right to indemnification or advances granted by this Section 43 to a director or executive officer shall be enforceable by
or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part,
or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part,
shall be entitled to be paid also the expense of prosecuting his claim. In connection with any claim for indemnification, the corporation shall be entitled to raise
as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the NRS or any other applicable law for the
corporation to indemnify the claimant for the amount claimed. In connection with any claim by an executive officer of the corporation (except in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such executive officer is or was a director of the corporation) for
advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner
that such person did not believe to be in or not opposed to the best interests ofthe corporation, or with respect to any criminal action or proceeding that such
 person acted without reasonable cause to believe that his conduct was lawful . Neither the failure of the corporation (including its Board of Directors, independent
 legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification ofthe claimant is proper in the
circumstances because he has met the applicable standard ofconduct set forth in the NRS or any other applicable law, nor an actual determination by the corporation
 (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a
 defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought by a director or executive officer
 to enforce a right to indemnification or to an advancement of expenses hereunder, the burden ofproving that the director or executive officer is not entitled to be
 indemnified, or to such advancement of expenses, under this Section 43 or otherwise shall be on the corporation.

                (e)     Non-exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may
have or hereafter acquire under any applicable statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors
 or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.  The corporation is specifically authorized to
 enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not
 prohibited by the NRS, or by any other applicable law.

                (f)     Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer,
employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

                (g)     Insurance. To the fullest extent permitted by the NRS or any other applicable law, the corporation, upon approval by the Board of Directors,
 may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Section 43.

                (h)     Amendments. Any repeal or modification of this Section 43 shall only be prospective and shall not affect the rights under this Bylaw in effect
 at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

                (i)     Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and executive officer to the full extent not prohibited by any applicable portion of this Section 43 that
shall not have been invalidated, or by any other applicable law. If this Section 43 shall be invalid due to the application of the indemnification provisions of
another jurisdiction, then the corporation shall indemnify each director and executive officer to the full extent under any other applicable law.

                (j)     Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:

                        (1)     The term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

                        (2)     The term "expenses" shall be broadly construed and shall include, without limitation, court costs, attorneys' fees, witness fees,
fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

                        (3)     The term "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent
 of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its
 directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was
 serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
 enterprise, shall stand in the same position under the provisions of this Section 43 with respect to the resulting or surviving corporation as he would have with
 respect to such constituent corporation if its separate existence had continued.

                        (4)     References to a "director," "executive officer," "officer," "employee," or "agent" of the corporation shall include, without
limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or
 agent of another corporation, partnership, joint venture, trust or other enterprise.

                        (5)     References to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit
 plan, its participants, or beneficiaries ; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and
 beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this
 Section 43.

ARTICLE XII
NOTICES

        Section 44.     Notices.

                (a)     Notice to Stockholders. Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given
 in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record
of the corporation or its transfer agent.

                (b)     Notice to Directors. Any notice required to be given to any director may be given by the method stated in subsection (a), or by overnight
delivery service, facsimile, telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as such director
shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

                (c)     Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent
 appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director
 or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie
evidence of the facts therein contained.

                (d)     Time Notices Deemed Given. All notices given by mail or by overnight delivery service, as above provided, shall be deemed to have been
given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of
 transmission.

                (e)     Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one
permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

                (f)     Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any
 privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him
 in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.

                (g)     Notice to Person with Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of law or of the Articles
 of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and
 there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person.  Any action or meeting which
 shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly
 given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the NRS, the certificate shall
state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is
 unlawful.

                (h)     Notice to Person with Undeliverable Address. Whenever notice is required to be given, under any provision of law or the Articles of
 Incorporation or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking
of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments
 (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown
 on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which
shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to
the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated . In the event that
 the action taken by the corporation is such as to require the filing of a certificate under any provision of the NRS, the certificate need not state that notice was
 not given to persons to whom notice was not required to be given pursuant to this paragraph.

ARTICLE XIII
AMENDMENTS

        Section 45.     Amendments. Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the
 affirmative vote of at least a majority of the voting power of all of the then-outstanding shares of the voting stock of the corporation entitled to vote. The Board
of Directors shall also have the power to adopt, amend, or repeal Bylaws.

ARTICLE XIV
LOANS TO OFFICERS

        Section 46.     Loans to Officers. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment
 of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be
with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares
 of stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law
or under any statute.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

                                                                        MK AUTOMOTIVE, INC.

                                                                   CONVERTIBLE PROMISSORY NOTE

$112,852.00                                                                                                     As of December 30, 2011


        FOR VALUE RECEIVED, MK Automotive, Inc., a Nevada corporation ("Maker"), the undersigned, promises, pursuant to the terms of this Promissory Note (the "Note"),
to pay to Michael R. Murphy ("Payee") (Payee and any subsequent holders hereof are hereinafter referred to collectively as "h older"), at such place, or places, as
Holder may designate to Maker in writing from time to lime, the amount of One hundred twelve thousand eight hundred fifty two and zero cents US dollars ($112,852.00)
together with interest thereon at the rate of Six percent (6%) per annum until paid, which shall be due and payable on December 30, 2012.

The indebtedness evidenced hereby may be prepaid in whole or in part, at any time and from time to time, without premium or penalty.

In the event that the Note is not paid prior to the due date, the Holder shall have the right thereafter, exercisable in whole or in pall, to convert the outstanding
principal and accrued interest hereunder into a number of fully paid and non-assessable whole shares of the Company's $0.001 par value common stock ("Common Stock")
determined in accordance herewith.

The number of whole shares of Common Stock into which this Note may be voluntarily converted ("Conversion Shares") shall be determined by dividing the aggregate
principal amount borrowed hereunder by $0.00001 (the "Note Conversion Price"); provided, however, that, in no event, shall Holder be entitled to convert any portion
of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by ifolder and
its affiliates (other than shares of Common Stock which may he deemed beneficially owned through the ownership of the unconverted portion of this Note or the
unexereised or unconverted portion of any other security of Maker subject to a limitation on conversion or exercise analogous to the limitations contained herein)
and (2) the number of shares of common stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is
being made, would result in beneficial ownership by Holder and its affiliates of more than 9.9% of the outstanding shares of common stock of the Company.

If the Holder elects to convert this Note, the h older shall provide the Company with a written notice of conversion setting forth the amount to be converted,
within twenty (20) business days of receipt of such notice, the Company shall deliver to the Holder certificate(s) for the Common Stock issuable upon such
conversion and, if the entire principal amount hereunder was not so converted, a new note representing such balance.

IN WITNESS WHEREOF, MK Automotive, Inc. has caused titis Note to be executed in its corporate name and this Note to he dated, issued and delivered, all on the date
 first above written.

MK Automotive, Inc.

/s/ MIKE MURPHY
Name: Mike Murphy
Title: President


__________________________________________________________________________________________________________________________________________________________________

                                                                AGREEMENT TO AMEND CONVERTIBLE PROMISSORY NOTE

        This Agreement to Amend Convertible Promissory Note (the "Agreement") is entered into as of the 20th day of April, 2017, by and between MK Automotive, Inc.,
a Nevada corporation (the "Company"), and Colins Capital, LLC, a Wyoming limited liability company ("Holder").

        RECITALS

        WHEREAS, in January 2017, the Company experienced a change in operational control, pursuant to which David Loflin assumed the office of Chief Executive
 Officer of the Company; and

        WHEREAS, since becoming Chief Executive Officer, Mr. Loflin has conducted a thorough review of all Company records, documentation, financial information
and agreements, all with a view towards the Company's Clikia.com business plan and expected opportunities; and

        WHEREAS, during Mr. Loflin's review, Mr. Loflin identified, as not being aligned with the Company's best interests, a convertible promissory note dated
December 30, 2011, face amount of $112,852.00, issued to Michael Murphy and currently owned by Holder (the "Note"), a copy of the Note being attached hereto as
 Exhibit "A"; and

        WHEREAS, Mr. Loflin determined that the stated conversion rate of the Note, $.00001 per share, is the result of the Company's former President having
granted himself a benefit that does not bear an equitable economic relationship to the transaction from which the Note arose and is not fair to the Company and its
shareholders; and

        WHEREAS, the Company has agreed to forbear from taking legal action to set aside the transaction from which the Note arose and/or to cancel the Note, in
 consideration of Holder's agreement to amend the Note, subject to the terms and conditions contained in this Agreement.

        NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:

        1.      Acknowledgment of Recitals. The Company and Holder each acknowledge that the Recitals herein are true and correct statements of fact.

        2.      The Company's Agreement to Forbear Action. In consideration of Holder's agreement to amend the Note, the Company agrees that it shall not take any
legal or other action that would seek to set aside the transaction from which the Note arose and to cancel the Note.

        3.      Holder's Agreement to Amend the Note. In consideration of the Company's forbearance pursuant to Section 2, Holder agrees that it shall accept the
 following amendment of the Note:              The fourth paragraph of the Note is hereby deleted in its entirety and replaced with the following:

                        The number of whole shares of Common Stock into which this Note may be voluntarily converted ("Conversion Shares") shall be determined by
 dividing the aggregate principal amount borrowed hereunder by $0.0005 (the "Note Conversion Price"); provided, however, that, in no event, shall Holder be entitled
 to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially
 owned by Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this
 Note or the unexercised or unconverted portion of any other security of Maker subject to a limitation on conversion or exercise analogous to the limitations
 contained herein) and (2) the number of shares of common stock issuable upon the conversion of the portion of this Note with respect to which the determination of
 this proviso is being made, would result in beneficial ownership by Holder and its affiliates of more than 9.9% of the outstanding shares of common stock of the
Company.

        4.      Representations.

                A.      Of the Company.

                        (1)     Authorization. The execution and performance of this Agreement by the Company has been duly authorized by the Board of Directors of
 the Company.

                        (2)     No Violation. The performance by the Company of this Agreement will not violate any applicable court decree, law or regulation, nor
will it violate any provisions of the organizational documents of the Company or any contractual obligation by which the Company may be bound.

                B.      Of Holder.

                        (1)     Authorization. The execution and performance of this Agreement by Holder has been duly authorized by the governing body of Holder.

                        (2)     No Violation. The performance by Holder of this Agreement will not violate any applicable court decree, law or regulation, nor will
it violate any provisions of the organizational documents of Holder or any contractual obligation by which Holder may be bound.

        5.      Entire Agreement. This Agreement embodies the entire agreement between the Company and Holder and supersedes any prior agreements, whether written
or oral, with respect to the subject matter thereof.   6.      Successors. This Agreement shall be binding upon and shall inure to the benefit of each of the parties
 to this Agreement and each of their respective successors and assigns.

        7.      Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party
 whose signature appears thereon and all of which together shall constitute one instrument.

        8.      Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada.

        IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
 above written.



        THE COMPANY:                            HOLDER:

        MK AUTOMOTIVE, INC.                     COLINS CAPITAL, LLC



        By: /s/ DAVID LOFLIN                    By: /s/ JAMES KAUFMAN
                David Loflin                            James Kaufman
                CEO                                     President

THESE SECURITIES, INCLUDING THE SECURITIES INTO WHICH THEY MAY BE CONVERTED, HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION
4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT ANY SUCH
PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.


                                                                        PROMISSORY NOTE

                                                                        MK AUTOMOTIVE, INC.

$225,000.00                                                                                                             August 8, 2015

FOR VALUE RECEIVED, MK Automotive, Inc., a Delaware corporation ("Maker"), the undersigned, promises, pursuant to the terms of this Promissory Note (the "Note"), to
pay to Par Point Capital, LLC("Payee") (Payee and any subsequent holders hereof are hereinafter referred to collectively as "Holder"), at such place, or places, as
Holder may designate to Maker in writing from time to time, the amount of Two Hundred Twenty Five Thousand Dollars and 00/100 Dollars ($225,000.00), together with
interest thereon at the rate of Six percent (6%) per annum until paid, which shall be due and payable on August 8th, 2016.

The indebtedness evidenced hereby may be prepaid in whole or in part, at any time and from time to time, without premium or penalty.

In the event that the Note is not paid prior to the due date, the Holder shall have the right thereafter, exercisable in whole or in part, to convert the
 outstanding principal and accrued interest hereunder into a number of fully paid and non-assessable whole shares of the Company's $0.00001 par value common stock
 ("Common Stock") determined in accordance herewith.

The number of whole shares of Common Stock into which this Note may be voluntarily converted ("Conversion Shares") shall be determined by dividing the aggregate
 principal amount borrowed hereunder by $0.0005 (the "Note Conversion Price"); provided, however, that, in no event, shall Holder be entitled to convert any portion
 of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by Holder and its
affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised
 or unconverted portion of any other security of Maker subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the
 number of shares of common stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made,
would result in beneficial ownership by Holder and its affiliates of more than 9.9% of the outstanding shares of common stock ofthe Company.

If the Holder elects to convert this Note, the Holder shall provide the Company with a written notice of conversion setting forth the amount to be converted. Within
 twenty (20) business days of receipt of such notice, the Company shall deliver to the Holder certificate(s) for the Common Stock issuable upon such conversion and,
if the entire principal amount hereunder was not so converted, a new note representing such balance.

IN WITNESS WHEREOF, MK Automotive, Inc. has caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the date
first above written.

MK AUTOMOTIVE, INC.

/s/ BRIAN WENDT
Brian Wendt
President / CEO

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

                                                                        MK AUTOMOTIVE, INC.

                                                                   CONVERTIBLE PROMISSORY NOTE

$25,000.00                                                                                                      February 24, 2017

        1.      Principal and Interest Bonus Payment.

                (a)      MK Automotive, Inc., a Nevada corporation (the "Company"), for value received, hereby promises to pay to the order of Schooner Equities, LLC
 (the "Investor" or the "Holder") the sum of Twenty Five Thousand US dollars ($25,000.00). (b) Upon repayment of This Promissory Note (the "Note") an additional 6%
interest bonus payment will be added to any unpaid balance per month. This Note shall be payable upon demand February 24, 2018 (the "Demand Date"). Commencing on the
Demand Date, all principal and the interest bonus payment hereunder shall be payable by the Company upon demand made by the Holder or Investor. (c) Upon payment in
 full of the principal and bonus payment, this Note shall be surrendered to the Company for cancellation. (d) The principal and bonus payment under this Note shall
 be payable at the principal office of the Company and shall be forwarded to the address of the Holder hereof as such Holder shall from time to time designate.

        2.      Attorney's Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial
 proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to the principal and the bonus
 payment payable hereunder, reasonable attorneys' fees and costs incurred by the Investor.

        3.      Conversion.

                3.1     Voluntary Conversion. In the event that the Note is not paid prior to the Demand Date, the Holder shall have the right thereafter, exercisable
in whole or in part, to convert the outstanding principal and bonus payment hereunder into a number of fully paid and non-assessable whole shares of the Company's
 $0.00001 par value common stock ("Common Stock") determined in accordance with Section 3.2 below.

                3.2     Shares Issuable. The number of shares of Common Stock issuable upon conversion of this Note is equal to the quotient of the Conversion Amount
 of that portion of the Note being conve1ted divided by the conversion Price. Fractional shares will not be issued. In lieu of any fraction of a share, the Maker shall
 deliver its check for dollar amount of the less than full share remainder. For purposes of this Note, the ''Conversion Price" shall be a Fifty percent (55%) discount
 to market at the lowest traded price within 30 business days prior to "Notice of Conversion". No fractional shares shall be issued upon the exercise, in whole or in
 part, of Holder's conversion rights. If any exercise in whole or in part of Holder's conversion rights would result in the issuance of a fraction of a share of Common
 Stock, the Company shall, in lieu of issuing any fractional share, pay the Holder the unconverted balance of any amount owed under this Note by Company check. and (2)
 the number of shares of common stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made,
 would result in beneficial ownership by Holder and its affiliates of more than 9.9% of the outstanding shares of common stock of the Company. For purposes of the
 proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 and
Regulation 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of
this Note shall be determined by dividing the Conversion Amount (as defined below) by the Note Conversion Price. The term "Conversion Amount" means, with respect to
any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus, (2) at the Company's option, accrued and unpaid
interest, if any, on such principal amount at the interest rate provided in this Note to the conversion date, provided, however, that the Company shall have the right
to pay any or all interest in cash.

                3.3     Notice and Conversion Procedures. If the Holder elects to convert this Note, the Holder shall provide the Company with a written notice of
 conversion setting forth the amount to be converted. The notice must be delivered to the Company together with this Note. Within twenty (20)business days of receipt
 of such notice, the Company shall deliver to the Holder certificate(s)for the Common Stock issuable upon such conversion and, if the entire principal amount
hereunderwas not so converted, a new note representing such balance.

                3.4     Other Conversion Provisions.

                        (a)     Adjustment of Note Conversion Price. In the event the Company shall in anymanner, subsequent to the issuance of this Note, approve a
reclassification involving a reverse stock split and subdivision of the Company's issued and outstanding shares of Common Stock, the Note Conversion Price shall
forthwith be adjusted by proportionately increasing the Note Conversion Price on the date that such subdivision shall become effective. In the event the Company
shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a forward stock split and subdivision of the Company's issued
and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be adjusted by proportionately decreasing the Note Conversion Price on the date
 that such subdivision shall become effective.

                        (b)     Common Stock Defined. Whenever reference is made in this Note to the shares ofCommon Stock, the term "Common Stock" shall mean the
Common Stock of the Company authorized as of the date hereof, and any other class of stock ranking on a parity with such Common Stock. Shares issuable upon conversion
hereof shall include only shares of Common Stock of the Company.

                3.5     No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing any
fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of outstanding principal hereunder that is not so converted.

        4.      Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:

                (a)     Authorization; Enforceability. All corporate action on the part of the Company, itsofficers, directors and stockholders necessary for the
authorization, execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes a valid
and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization,
 moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of
 specific performance, injunctive relief or other equitable remedies.

                (b)     Governmental Consents. No consent, approval, qualification, order or authorization of,or filing with, any local, state or federal governmental
authority is required on the part of the Company in connection with the Company's valid execution, delivery or performance of this Note except any notices required to
 be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the "1933 Act"), or such filings as may be required
 under applicable state securities laws, which, if applicable, will be timely filed within the applicable periods therefore.

                (c)     No Violation. The execution, delivery and performance by the Company of this Noteand the consummation of the transactions contemplated hereby
 will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any provision of any mortgage, agreement, instrument or
contract to which it is a party or by which it is bound or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or
regulation applicable to the Company or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default
 under any such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the
revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or
 any of its assets or properties.

        5.      Representations and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations and covenants of
the Holder:

                (a)     Investment Purpose. This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with a view to the
 sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a
 registration or exemption.

                (b)     Private Issue. The Holder understands (i) that this Note and the Common Stock issuable upon conversion of this Note are not registered under
 the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from registration predicated on the
representations set forth in this Section 8.

                (c)     Financial Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of its investment, and has the ability to bear the economic risks of its investment.

                (d)     Risk of No Registration. The Holder understands that if the Company does not registerwith the Securities and Exchange Commission pursuant to
 Section 12 of the Securities Exchange Act of 1934 (the "1934 Act"), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement
 covering the securities under the 1933 Act is not in effect when it desires to sell the Common Stock issuable upon conversion of the Note, it may be required to hold
 such securities for an indefinite period. The Holder also understands that any sale of the Note or the Common Stock which might be made by it in reliance upon Rule
 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

        6.      Assignment. Subject to the restrictions on transfer described in Section 9 below, therights and obligations of the Company and the Holder shall be
binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

        7.      Waiver and Amendment. Any provision of this Note may be amended, waived ormodified upon the written consent of the Company and the Holder.

        8.      Transfer of This Note or Securities Issuable on Conversion Hereof. With respect to anyoffer, sale or other disposition of this Note or securities into
which this Note may be converted, the Holder will give written notice to the Company prior. thereto, describing briefly the manner thereof. Unless the Company
reasonably determines that such transfer would violate applicable securities laws, or that such transfer would adversely affect the Company's ability to account for
 future transactions to which it is a party as a pooling of interests, and notifies the Holder thereof within five (5) business days after receiving notice of the
transfer, the Holder may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to
the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the opinion of counsel for the Company such legend is not
required in order to ensure compliance with the 1933 Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

        9.      Notices. Any notice, other communication or payment required or permitted hereundershall be in writing and shall be deemed to have been given upon
delivery if personally delivered or three (3) business days after deposit if deposited in the USA's mail for mailing by certified mail, postage prepaid, and addressed
as follows:

        If to Investor: Schooner Equities, LLC 2100 Constitution # 169 Sarasota, FL 34231

        If to Company: MK Automotive, Inc. 8050 N. 19th Ave. #241 Phoenix, AZ 85021

Each of the above addressees may change its address for purposes of this Section by giving to the other addressee notice of such new address in conformance with
 this Section.

        10.     Governing Law. This Note is being delivered in and shall be construed in accordancewith the laws of the State of Nevada, without regard to the
 conflicts of laws provisions thereof.

        11.     Heading; References. All headings used herein are used for convenience only and shallnot be used to construe or interpret this Note. Except as
 otherwise indicated, all references herein to Sections refer to Sections hereof.

        12.     Waiver by the Company. The Company hereby waives demand, notice, presentment,protest and notice of dishonor.

        13.     Delays. No delay by the Holder in exercising any power or right hereunder shall operateas a waiver of any power or right.

        14.     Severability. If one or more provisions of this Note are held to be unenforceable underapplicable law, such provision shall be excluded from this
 Note and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms.

        15.     No Impairment. The Company will not, by any voluntary action, avoid or seek to avoidthe 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 Note and in the taking of all such
 action as may be necessary or appropriate in order to protect the rights of the Holder of this Note against impairment.

        IN WITNESS WHEREOF, MK Automotive, Inc. has caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the
 date first above written.

        Maker: MK Automotive, Inc.

        By: /s/ DAVID LOFLIN
                David Loflin
                President/CEO

        Holder: Schooner Equities, LLC

                By: /s/ Ken Brand
                        Ken Brand
                        Manager

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

                                                                        MK AUTOMOTIVE, INC.

                                                                   CONVERTIBLE PROMISSORY NOTE

$10,000.00                                                                                                      March 13, 2017

        1.      Principal and Interest Bonus Payment.

                (a)      MK Automotive, Inc., a Nevada corporation (the "Company"), for value received, hereby promises to pay to the order of Adam Goodking
 (the "Investor" or the "Holder") the sum of Ten Thousand US dollars ($10,000.00). (b) Upon repayment of This Promissory Note (the "Note") an additional 6%
interest bonus payment will be added to any unpaid balance per month. This Note shall be payable upon demand March 13, 2018 (the "Demand Date"). Commencing on the
Demand Date, all principal and the interest bonus payment hereunder shall be payable by the Company upon demand made by the Holder or Investor. (c) Upon payment in
 full of the principal and bonus payment, this Note shall be surrendered to the Company for cancellation. (d) The principal and bonus payment under this Note shall
 be payable at the principal office of the Company and shall be forwarded to the address of the Holder hereof as such Holder shall from time to time designate.

        2.      Attorney's Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial
 proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to the principal and the bonus
 payment payable hereunder, reasonable attorneys' fees and costs incurred by the Investor.

        3.      Conversion.

                3.1     Voluntary Conversion. In the event that the Note is not paid prior to the Demand Date, the Holder shall have the right thereafter, exercisable
in whole or in part, to convert the outstanding principal and bonus payment hereunder into a number of fully paid and non-assessable whole shares of the Company's
 $0.00001 par value common stock ("Common Stock") determined in accordance with Section 3.2 below.

                3.2     Shares Issuable. The number of shares of Common Stock issuable upon conversion of this Note is equal to the quotient of the Conversion Amount
 of that portion of the Note being conve1ted divided by the conversion Price. Fractional shares will not be issued. In lieu of any fraction of a share, the Maker
shall deliver its check for dollar amount of the less than full share remainder. For purposes of this Note, the "Conversion Price" shall be $0.00166. No fractional
shares shall be issued upon the exercise, in whole or in part, of Holder's conversion rights. If any exercise in whole or in part of Holder's conversion rights would
result in the issuance of a fraction of a  share of Common Stock, the Company shall, in lieu of issuing any fractional share, pay the Holder the unconverted balance of
any amount owed under this Note by Company check. and (2) the number of shares of common stock issuable upon the conversion of the portion of this Note with respect
to which the determination of this proviso is being made, would result in beneficial ownership by Holder and its affiliates of more than 9.9% of the outstanding shares
of common stock of the Company. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section
 13(d) of the Securities Exchange Act of 1934 and Regulation 13D-G thereunder,  except as otherwise provided in clause (1) of such proviso. The number of shares of
Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the Note Conversion Price.
The term "Conversion Amount" means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion
 plus, (2) at the Company's option, accrued and unpaid interest, if any, on such principal amount at the interest rate provided in this Note to the conversion date,
provided, however, that the Company shall have the right to pay any or all interest in cash.

                3.3     Notice and Conversion Procedures. If the Holder elects to convert this Note, the Holder shall provide the Company with a written notice of
 conversion setting forth the amount to be converted. The notice must be delivered to the Company together with this Note. Within twenty (20)business days of receipt
 of such notice, the Company shall deliver to the Holder certificate(s)for the Common Stock issuable upon such conversion and, if the entire principal amount
hereunderwas not so converted, a new note representing such balance.

                3.4     Other Conversion Provisions.

                        (a)     Adjustment of Note Conversion Price. In the event the Company shall in anymanner, subsequent to the issuance of this Note, approve a
reclassification involving a reverse stock split and subdivision of the Company's issued and outstanding shares of Common Stock, the Note Conversion Price shall
forthwith be adjusted by proportionately increasing the Note Conversion Price on the date that such subdivision shall become effective. In the event the Company
shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a forward stock split and subdivision of the Company's issued
and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be adjusted by proportionately decreasing the Note Conversion Price on the date
 that such subdivision shall become effective.

                        (b)     Common Stock Defined. Whenever reference is made in this Note to the shares ofCommon Stock, the term "Common Stock" shall mean the
Common Stock of the Company authorized as of the date hereof, and any other class of stock ranking on a parity with such Common Stock. Shares issuable upon conversion
 hereof shall include only shares of Common Stock of the Company.

                3.5     No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing any
fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of outstanding principal hereunder that is not so
converted.

        4.      Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:

                (a)     Authorization; Enforceability. All corporate action on the part of the Company, itsofficers, directors and stockholders necessary for the
authorization, execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes a valid
and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization,
 moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of
 specific performance, injunctive relief or other equitable remedies.

                (b)     Governmental Consents. No consent, approval, qualification, order or authorization of,or filing with, any local, state or federal governmental
authority is required on the part of the Company in connection with the Company's valid execution, delivery or performance of this Note except any notices required to
 be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the "1933 Act"), or such filings as may be required
 under applicable state securities laws, which, if applicable, will be timely filed within the applicable periods therefore.

                (c)     No Violation. The execution, delivery and performance by the Company of this Noteand the consummation of the transactions contemplated hereby
 will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any provision of any mortgage, agreement, instrument or
contract to which it is a party or by which it is bound or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or
regulation applicable to the Company or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default
 under any such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the
revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or
 any of its assets or properties.

        5.      Representations and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations and covenants of
the Holder:

                (a)     Investment Purpose. This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with a view to the
 sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a
 registration or exemption.

                (b)     Private Issue. The Holder understands (i) that this Note and the Common Stock issuable upon conversion of this Note are not registered under
 the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from registration predicated on the
representations set forth in this Section 8.

                (c)     Financial Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of its investment, and has the ability to bear the economic risks of its investment.

                (d)     Risk of No Registration. The Holder understands that if the Company does not registerwith the Securities and Exchange Commission pursuant to
 Section 12 of the Securities Exchange Act of 1934 (the "1934 Act"), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement
covering the securities under the 1933 Act is not in effect when it desires to sell the Common Stock issuable upon conversion of the Note, it may be required to
hold such securities for an indefinite period. The Holder also understands that any sale of the Note or the Common Stock which might be made by it in reliance upon
Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

        6.      Assignment. Subject to the restrictions on transfer described in Section 9 below, therights and obligations of the Company and the Holder shall be
binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

        7.      Waiver and Amendment. Any provision of this Note may be amended, waived ormodified upon the written consent of the Company and the Holder.

        8.      Transfer of This Note or Securities Issuable on Conversion Hereof. With respect to anyoffer, sale or other disposition of this Note or securities into
which this Note may be converted, the Holder will give written notice to the Company prior. thereto, describing briefly the manner thereof. Unless the Company
reasonably determines that such transfer would violate applicable securities laws, or that such transfer would adversely affect the Company's ability to account for
 future transactions to which it is a party as a pooling of interests, and notifies the Holder thereof within five (5) business days after receiving notice of the
transfer, the Holder may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to
the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the opinion of counsel for the Company such legend is not
required in order to ensure compliance with the 1933 Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

        9.      Notices. Any notice, other communication or payment required or permitted hereundershall be in writing and shall be deemed to have been given upon
delivery if personally delivered or three (3) business days after deposit if deposited in the USA's mail for mailing by certified mail, postage prepaid, and addressed
as follows:

        If to Investor: __________________________________________________________________

        If to Company: MK Automotive, Inc. 8050 N. 19th Ave. #241 Phoenix, AZ 85021

Each of the above addressees may change its address for purposes of this Section by giving to the other addressee notice of such new address in conformance with
 this Section.

        10.     Governing Law. This Note is being delivered in and shall be construed in accordancewith the laws of the State of Nevada, without regard to the
 conflicts of laws provisions thereof.

        11.     Heading; References. All headings used herein are used for convenience only and shallnot be used to construe or interpret this Note. Except as
 otherwise indicated, all references herein to Sections refer to Sections hereof.

        12.     Waiver by the Company. The Company hereby waives demand, notice, presentment,protest and notice of dishonor.

        13.     Delays. No delay by the Holder in exercising any power or right hereunder shall operateas a waiver of any power or right.

        14.     Severability. If one or more provisions of this Note are held to be unenforceable underapplicable law, such provision shall be excluded from this
 Note and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms.

        15.     No Impairment. The Company will not, by any voluntary action, avoid or seek to avoidthe 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 Note and in the taking of all such
 action as may be necessary or appropriate in order to protect the rights of the Holder of this Note against impairment.

        IN WITNESS WHEREOF, MK Automotive, Inc. has caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the
 date first above written.

        Maker: MK Automotive, Inc.

        By: /s/ DAVID LOFLIN
                David Loflin
                President/CEO

        Holder: Adam Goodkin

                By: /s/ Adam Goodkin
                        Adam Goodkin

THESE SECURITIES, INCLUDING THE SECURITIES INTO WHICH THEY MAY BE CONVERTED, HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION
4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT ANY SUCH
PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.


                                                                        PROMISSORY NOTE

                                                                        MK AUTOMOTIVE, INC.

$25,000.00                                                                                                              August 8, 2015

FOR VALUE RECEIVED, MK Automotive, Inc., a Delaware corporation ("Maker"), the undersigned, promises, pursuant to the terms of this Promissory Note (the "Note"), to
pay to Par Point Capital, LLC("Payee") (Payee and any subsequent holders hereof are hereinafter referred to collectively as "Holder"), at such place, or places, as
Holder may designate to Maker in writing from time to time, the amount of Twenty Five Thousand Dollars and 00/100 Dollars ($25,000.00), together with interest thereon
 at the rate of Six percent (6%) per annum until paid, which shall be due and payable on August 8th, 2016.

The indebtedness evidenced hereby may be prepaid in whole or in part, at any time and from time to time, without premium or penalty.

In the event that the Note is not paid prior to the due date, the Holder shall have the right thereafter, exercisable in whole or in part, to convert the
 outstanding principal and accrued interest hereunder into a number of fully paid and non-assessable whole shares of the Company's $0.00001 par value common stock
 ("Common Stock") determined in accordance herewith.

The number of whole shares of Common Stock into which this Note may be voluntarily converted ("Conversion Shares") shall be determined by dividing the aggregate
 principal amount borrowed hereunder by $0.0005 (the "Note Conversion Price"); provided, however, that, in no event, shall Holder be entitled to convert any portion
 of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by Holder and its
affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised
 or unconverted portion of any other security of Maker subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the
 number of shares of common stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made,
would result in beneficial ownership by Holder and its affiliates of more than 9.9% of the outstanding shares of common stock ofthe Company.

If the Holder elects to convert this Note, the Holder shall provide the Company with a written notice of conversion setting forth the amount to be converted. Within
 twenty (20) business days of receipt of such notice, the Company shall deliver to the Holder certificate(s) for the Common Stock issuable upon such conversion and,
if the entire principal amount hereunder was not so converted, a new note representing such balance.

IN WITNESS WHEREOF, MK Automotive, Inc. has caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the date
first above written.

MK AUTOMOTIVE, INC.

/s/ BRIAN WENDT
Brian Wendt
President / CEO

SUBSCRIPTION AGREEMENT
Clikia Corp.

This Subscription Agreement relates to the sale of up to ___________ Offered Shares of Clikia Corp., a Nevada corporation (the "Company"), pursuant to the Company's
 offering under Tier 1 of Regulation A promulgated under the Securities Act of 1933, as amended ("Securities Act").

To purchase Offered Shares of the Company, an investor you must complete and execute this Subscription Agreement and, then, deliver the completed Subscription
 Agreement, along with (1) a government-issued form of picture identification (e.g., passport or driver license), or organizational documents if the investor is an
entity, and (2) a completed IRS Form W-9 (collectively, the "Subscription Documents"), to the Company as directed below.

In connection with your execution and delivery of this Subscription Agreement, you are required to pay the entire purchase price for the purchased Offered Shares at a
 price of $___________ per share.

You are required to deliver the Subscription Documents to the Company by e-mail to: subscriptions@clikiarega.com, or by fax to: 877-796-3934.

The Subscription Amount is payable by check, payable to "Clikia Corp.", or by bank wire or electronic funds transfer via ACH, as follows:



        Check delivery address:                         Bank Wires or Electronic Funds Transfers to:

        Clikia Corp.                                    ________________________
        7117 Florida Boulevard                          ________________________
        Suite 206                                       ________________________
        Baton Rouge, Louisiana 70806                    ________________________
        800-584-3808                                    ________________________


You should examine the suitability of this type of investment in the context of your needs, investment objectives and financial capabilities and you should make an
independent investigation and decision as to suitability and as to the risk and potential gain involved with the Company. You are encouraged to consult your attorney,
accountant, financial consultant or other business or tax advisor regarding the risks and merits of the proposed investment.

Information provided herein will be kept confidential, except to the extent disclosure may be required under any federal or state laws. However, by executing this
Subscription Agreement, you agree that the Company may present the Subscription Documents to its attorneys or such other parties as it, in its sole discretion, deems
appropriate to assure itself that the proposed offer and sale of the Offered Shares of the Company will not result in a violation of (A) the registration provisions
of the Securities Act, (B) the securities or "blue sky" laws of any state or (C) any anti-money laundering statute or regulation.

The decision to accept or reject this Subscription Agreement shall be made in the sole discretion of Clikia Corp.

- Page 1 -

INVESTOR INFORMATION

Name of Investor _______________________________________________
SSN or EIN _______________________________________________
Street Address _______________________________________________
City _______________________________________________
State _______________________________________________
Zip Code _______________________________________________
Phone _______________________________________________
E-mail _______________________________________________
State/Nation of Residency _______________________________________________
Name and Title of Authorized Representative, if investor is an entity or custodial account _______________________________________________
Type of Entity or Custodial Account (IRA, Keogh, corporation, partnership, trust, limited liability company, etc.) _______________________________________________
Jurisdiction of Organization _______________________________________________
Date of Organization _______________________________________________
Account Number _______________________________________________

The Company is offering _________ Offered Shares at a price of $___________ per share pursuant to its Form 1-A ("Offering Circular") filed with the Securities and
 Exchange Commission (the "SEC") under Tier 1 of Regulation A promulgated under the Securities Act.

1.      The undersigned hereby subscribes for the dollar amount ("Subscription Amount") and number of Offered Shares of Clikia Corp. (the Company) indicated on the
 signature page hereto.



2.      The Offered Shares will be held by the undersigned as (check one):
                Individual Investor             Custodian Entity                Tenants-in-Common
                Community Property              Corporation                     Joint Tenants
                LLC                             Partnership                     Trust


        If the Offered Shares are intended to be held as Community Property, as Tenants-In-Common or as Joint Tenancy, then each party (owner) must execute this
 Subscription Agreement.

If the investor is an entity (corporation, partnership, LLC or trust), then additional organizational documentation and proof of authorization to purchase Offered
Shares may be required by the Company. Such additional documentation may include, without limitation: articles/certificate of incorporation, bylaws,
operating/partnership agreements, certificates of trust or resolutions to invest.

- Page 2 -

3.      To induce the Company to accept this Subscription Agreement, you hereby agree and represent that:
(a)     You have delivered the Subscription Amount, concurrently with your delivering this Subscription Agreement to the Company, by check or by bank wire or by
electronic funds transfer via ACH.
(b)     Within five (5) days after receipt of a written request from the Company, you shall provide such information and execute and deliver such additional documents
as the Company may reasonably request to comply with any and all laws and ordinances to which the Company may be subject, including the securities laws of the United
States or any other applicable jurisdiction.
(c)     The Company has entered into, and from time to time may enter into, separate subscription agreements with other investors for the sale of Offered Shares to
such other investors. The sale of Offered Shares to such other investors and this sale of the Offered Shares shall be separate sales and this Subscription Agreement
 and the other subscription agreements shall be separate agreements.
(d)     You understand the meaning and legal consequences of, and that the Company intends to rely upon, the representations and warranties contained in Section 4
hereof, and you hereby agree to indemnify and hold harmless the Company and each any officer, employee, agent or affiliate thereof from and against any and all loss,
 damage or liability due to or arising out of your breach of any representation or warranty.

4.      You hereby further represent, warrant, acknowledge and agree that:
(a)     The information provided by you is true and correct in all respects as of the date hereof and you hereby agree to notify promptly the Company and supply
corrective information to the Company if, prior to the consummation of your investment in the Company, any of such information becomes inaccurate or incomplete.
(b)     If an individual, you are over 21 years of age, and the address set forth above is your true residence and domicile, and you have no present intention of
 becoming a resident or domiciliary of any other state or jurisdiction. If a corporation, trust, partnership or other entity, your principal place of business is
located at the address set forth above.
(c)     You have had an opportunity to ask questions of, and receive answers from, the Company, or a person or persons acting on its behalf, concerning the Company
 and the terms and conditions of this investment, and all such questions have been answered to your full satisfaction of Investor.
(d)     Except as set forth in this Subscription Agreement, no representations or warranties have been made to you by the Company or any officer, agent, employee or
 affiliate thereof.
(e)     You have knowledge and experience in financial and business matters such that you are capable of evaluating the merits and risks of an investment in the
 Company and making an informed investment decision with respect thereto. You have had the opportunity to consult your own advisers with respect to your proposed
investment in the Company.
(f)     You are not entering into this Subscription Agreement in any manner as a representative of a charitable remainder unitrust or a charitable remainder trust.

(g)     You have either (1) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (2) a
 minimum net worth of $250,000, exclusive of automobile, home and home furnishings.

- Page 3 -

(h)     You have the financial ability to bear the economic risk of your investment, including a complete loss thereof, have adequate means for providing for your
 current needs and possible contingencies and have no need for liquidity in your investment.
(i)     You are acquiring Offered Shares for your own account.
(j)     You acknowledge and understand that:
(1)     the Offered Shares are a speculative investment and involve a substantial degree of risk;
(2)     the Company does not have a significant financial or operating history; and
(3)     the Offered Shares are being offered pursuant to Regulation A under the Securities Act and have not been registered or qualified under any state blue sky or
 securities law.
(k)     You have carefully reviewed and understand the Offering Circular, as amended, and exhibits included therewith.
(l)     If the investor is an entity, you represent that: (1) the entity was not formed for the purpose of investing in the Company; (2) the entity is not investing
 more than 40% of its total assets in the Company; (3) each of the entity's beneficial owners participates in investments made by the entity pro rata in accordance
 with its interest in the entity and, accordingly, the entity's beneficial owners cannot opt-in or opt-out of investments made by the entity; and (4) the entity's
beneficial owners did not and will not contribute additional capital (other than previously committed capital) for the purpose of purchasing the Offered Shares. If
the investor is an entity in which a holder of an interest in such entity may decide whether or how much to invest by means of such entity in various investment
vehicles including the Company, then you shall notify the Company as to the number of holders of interests in the entity, the number of holders of interests in the
entity that hold interests in the Company through the entity and any changes to either such number.
(m)     You represent and warrant that (1) the Offered Shares are to be purchased with funds that are from legitimate sources in connection with your regular business
 activities and which do not constitute the proceeds of criminal conduct; (2) the Offered Shares are not being acquired, and will not be held, in violation of any
 applicable laws; (3) you are  not listed on the list of Specially Designated Nationals and Blocked Persons maintained by the United States Office of Foreign Assets
Control ("OFAC"); and (4) you are not a senior foreign political figure, or any immediate family member close associate of a senior foreign political figure.
(n)     If the investor is an individual retirement account, qualified pension, profit sharing or other retirement plan, or governmental plans or units (all such
entities are herein referred to as a "Retirement Trust"), you represent that the investment in the Company by the Retirement Trust has been authorized by the
appropriate person or persons and that the Retirement Trust has consulted its counsel with respect to such investment and you represent that you has not relied on
 any advice of the Company or any person affiliated with the Company in making your decision to purchase the Offered Shares.
5.      It is understood that this Subscription Agreement is not binding on the Company, until accepted by the Company. The Company may accept or reject this
Subscription Agreement in whole or in part, in its sole discretion.
6.      The Company reserves the right to request such information as is necessary to verify your identity. You shall, promptly on demand, provide such information
 and execute and deliver such documents as the Company may request to verify the accuracy of your representations and warranties herein or to comply with the USA
PATRIOT Act of 2001, as amended, certain anti-money laundering laws or any other law or regulation to which the Company may be subject. In addition, by executing this
 Subscription Agreement, you authorize the Company to provide the Company's legal counsel and any other appropriate third party with your information, until the
authorization is revoked by you in writing to the Company.

- Page 4 -

7.      The Company represents and warrants to you that:
(a)     The Company is duly formed and validly existing in good standing as a corporation under the laws of the State of Nevada, and has all requisite power and
authority to carry on its business as now conducted.
(b)     The execution, delivery and performance by the Company of this Subscription Agreement have been authorized by all necessary action on behalf of the Company,
and this Subscription Agreement is a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

8.      All documents, notices and other communications to be delivered hereunder by you shall be sent to the Company at the address set forth above; notices and
 other communications to be delivered hereunder by the Company shall be sent to you at your address set forth above.

9.      This Subscription Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings of the parties in connection therewith. No covenant, representation or condition not expressed in this Subscription
Agreement shall affect, or be effective to interpret, change or restrict, the express provisions of this Subscription Agreement.

10.     This Subscription Agreement is not transferable or assignable by you. All notices or other communications to be given or made hereunder shall be in writing
and shall be delivered personally or mailed, postage prepaid, to you or to the Company, as the case may be, at the respective addresses set forth elsewhere herein.
This Subscription Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its principles of
conflicts of laws. All nouns and pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural as
the identity of the person or persons may require.

- Page 5 -

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date set forth below.

Dated: _____________________________________________

INDIVIDUAL INVESTOR



_____________________________________________           $_____________________________________________
(Signature)                                             (Subscription Amount)

_____________________________________________           _____________________________________________
(Printed Name)                                          (Number of Offered Shares Subscribed)





CORPORATION/LLC/TRUST INVESTOR


_____________________________________________           $_____________________________________________
(Name of Corporation/LLC/Trust)                         (Subscription Amount)

_____________________________________________           _____________________________________________
(Signature)                                             (Number of Offered Shares Subscribed)

_____________________________________________
(Printed Name)

_____________________________________________
(Title)




PARTNERSHIP INVESTOR


_____________________________________________           $_____________________________________________
(Name of Partnership)                                   (Subscription Amount)

_____________________________________________           _____________________________________________
(Signature)                                             (Number of Offered Shares Subscribed)

_____________________________________________
(Printed Name)

_____________________________________________
(Title)


- Page 6 -

COMPANY ACCEPTANCE

The foregoing subscription for ___________________ Offered Shares, a Subscription Amount of
$___________________, is hereby accepted on behalf of Clikia Corp., a Nevada corporation, this
____ day of _______________, 20___.

CLIKIA CORP.

By: __________________________
Name: ________________________
Title: _________________________

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 13, 2017, is entered into by and between CLIKIA CORP., a Nevada corporation ("Company"), and
TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company, its successors and/or assigns ("Investor").

A.      Company and Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the Securities Act
 of 1933, as amended (the "1933 Act"), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the "SEC").
B.      Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement (i) a Convertible Promissory
Note, in the form attached hereto as Exhibit A, in the original principal amount of $291,000.00 (the "Note"), convertible into shares of common stock, $0.001 par
 value per share, of Company (the "Common Stock"), upon the terms and subject to the limitations and conditions set forth in such Note, and (ii) a Warrant to Purchase
 Shares of Common Stock substantially in the form attached hereto as Exhibit B (the "Warrant").
C.      This Agreement, the Note, the Warrant, the Secured Investor Notes (as defined below), and all other certificates, documents, agreements, resolutions and
 instruments delivered to any party under or in connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein as
 the "Transaction Documents".
D.      For purposes of this Agreement: "Conversion Shares" means all shares of Common Stock issuable upon conversion of all or any portion of the Note; "Warrant
Shares" means all shares of Common Stock issuable upon the exercise of or pursuant to the Warrant; and "Securities" means the Note, the Conversion Shares, the Warrant
 and the Warrant Shares.

NOW, THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company
 and Investor hereby agree as follows:

1.      Purchase and Sale of Securities.

1.1.    Purchase of Securities. Company shall issue and sell to Investor and Investor agrees to purchase from Company the Note and the Warrant. In consideration
thereof, Investor shall pay (i) the amount designated as the initial cash purchase price on the signature page to this Agreement (the "Initial Cash Purchase Price"),
and (ii) issue to Company the Secured Investor Notes (the sum of the initial principal amounts of the Secured Investor Notes, together with the Initial Cash Purchase
Price, the "Purchase Price"). Subject to Section 1.5, the Secured Investor Notes shall be secured by the Membership Interest Pledge Agreement substantially in the form
 attached hereto as Exhibit C, as the same may be amended from time to time (the "Pledge Agreement"). The Purchase Price, the OID (as defined below), and the
Transaction Expense Amount (as defined below) are allocated to the Tranches (as defined in the Note) of the Note and to the Warrant as set forth in the table attached
 hereto as Exhibit D. For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for the Initial Tranche (as defined in the Note) and the
 Warrant.

1.2.    Form of Payment. On the Closing Date (as defined below), (i) Investor shall pay the Purchase Price to Company by delivering the following at the Closing: (A)
 the Initial Cash Purchase Price, which shall be delivered by wire transfer of immediately available funds to Company, in accordance with Company's written wiring
instructions; (B) Secured Investor Note #1 in the principal amount of $25,000.00 duly executed and substantially in the form attached hereto as Exhibit E ("Secured
Investor Note #1"); (C) Secured Investor Note #2 in the principal amount of $25,000.00 duly executed and substantially in the form attached hereto as Exhibit E
("Secured Investor Note #2"); (D) Secured Investor Note #3 in the principal amount of $25,000.00 duly executed and substantially in the form attached hereto as
Exhibit E ("Secured Investor Note #3"); (E) Secured Investor Note #4 in the principal amount of $25,000.00 duly executed and substantially in the form attached
hereto as Exhibit E ("Secured Investor Note #4"); (F) Secured Investor Note #5 in the principal amount of $25,000.00 duly executed and substantially in the form
 attached hereto as Exhibit E ("Secured Investor Note #5"); (G) Secured Investor Note #6 in the principal amount of $25,000.00 duly executed and substantially in the
 form attached hereto as Exhibit E ("Secured Investor Note #6"); (H) Secured Investor Note #7 in the principal amount of $25,000.00 duly executed and substantially in
 the form attached hereto as Exhibit E ("Secured Investor Note #7"); (I) Secured Investor Note #8 in the principal amount of $25,000.00 duly executed and substantially
 in the form attached hereto as Exhibit E ("Secured Investor Note #8"); and (J) Secured Investor Note #9 in the principal amount of $25,000.00 duly executed and
substantially in the form attached hereto as Exhibit E ("Secured Investor Note #9", and together with Secured Investor Note #1, Secured Investor Note #2, Secured
Investor Note #3, Secured Investor Note #4, Secured Investor Note #5, Secured Investor Note #6, Secured Investor Note #7, and Secured Investor Note #8, the "Secured
Investor Notes"); and (ii) Company shall deliver the duly executed Note and Warrant on behalf of Company, to Investor, against delivery of such Purchase Price.

1.3.    Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the date of the issuance and sale
 of the Securities pursuant to this Agreement (the "Closing Date") shall be July 13, 2017, or such other mutually agreed upon date. The closing of the transactions
contemplated by this Agreement (the "Closing") shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for
all purposes to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.

1.4.    Collateral for the Note. The Note shall not be secured.

1.5.    Collateral for Secured Investor Notes. At the Closing, Investor shall execute the Pledge Agreement, thereby granting to Company a security interest in the
collateral described therein (the "Collateral"). Investor also agrees, upon request, to file a UCC Financing Statement (Form UCC1) with the Utah Department of
 Commerce in the manner set forth in the Pledge Agreement in order to perfect Company's security interest in the Collateral. Notwithstanding anything to the contrary
 herein or in any other Transaction Document, Investor may, in Investor's sole discretion, add additional collateral to the Collateral covered by the Pledge Agreement,
 and may substitute Collateral as Investor deems fit, provided that the net fair market value of the substituted Collateral may not be less than the aggregate
principal balance of the Secured Investor Notes as of the date of any such substitution. In the event of a substitution of Collateral, Investor shall timely execute
 any and all amendments and documents necessary or advisable in order to properly release the original collateral and grant a security interest upon the substitute
collateral in favor of Company, including without limitation the filing of an applicable UCC Financing Statement Amendment (Form UCC3) with the Utah Department of
 Commerce. Company agrees to sign the documents and take such other measures requested by Investor in order to accomplish the intent of the Transaction Documents,
 including without limitation, execution of a Form UCC3 (or equivalent) termination statement against the Collateral within five (5) Trading Days (as defined in the
Note) after written request from Investor. Company acknowledges and agrees that the Collateral may be encumbered by other monetary liens in priority and/or subordinate positions. The intent of the parties is that the net fair market value of the Collateral (less any other prior liens or encumbrances) will be equal to or greater than the aggregate outstanding balance of the Secured Investor Notes. To the extent the fair market value of the Collateral (less any other liens or encumbrances) is less than the total outstanding balance of all the Secured Investor Notes, then the Collateral will be deemed to only secure those Secured Investor Notes with an aggregate outstanding balance that is less than or equal to such net fair market value of the Collateral, applied in numerical order of the Secured Investor Notes. By way of example only, if the fair market value of the Collateral is determined by appraisal to be $300,000.00 and the Collateral is encumbered by $150,000.00 of prior liens, then the net fair market value for purposes of this section is $150,000.00 ($300,000.00 - $150,000.00). Accordingly, the Collateral will be deemed to secure only Secured Investor Note #1,
Secured Investor Note #2, Secured Investor Note #3, Secured Investor Note #4, Secured Investor Note #5, and Secured Investor Note #6, while Secured Investor Note #7,
Secured Investor Note #8, and Secured Investor Note #9 shall be deemed unsecured. If the Collateral is subsequently appraised for $400,000.00 with all prior liens
removed, then the Collateral will automatically be deemed to secure all of the Secured Investor Notes.

1.6.    Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $26,000.00 (the "OID"). In addition, Company agrees to pay $5,000.00 to Investor to cover Investor's legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the "Transaction Expense Amount"), all of which amount is included in the initial principal balance of the Note. The Purchase Price, therefore, shall be $260,000.00, computed as follows: $291,000.00 initial principal balance, less the OID, less the Transaction Expense Amount. The Initial Cash Purchase Price shall be the Purchase Price less the sum of the initial principal amounts of the Secured Investor Notes. The portions of the OID and the Transaction Expense Amount allocated to the Initial Cash Purchase Price are set forth on Exhibit C.

2.      Investor's Representations and Warranties. Investor represents and warrants to Company that as of the Effective Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor has been furnished with all materials relating to the business, finances and operations of Company and information it deemed material to making an informed investment decision regarding Investor's investment in Company, which have been requested by Investor, and Investor has been afforded the opportunity to review Company's filings made on the OTC Markets system, and the information contained therein, and Investor has been afforded the opportunity to ask questions of, and receive answers from, Company and its management; and (v) this Agreement, the Pledge Agreement and the Secured Investor Notes have been duly executed and delivered on behalf of Investor.

3.      Company's Representations and Warranties. Company represents and warrants to Investor that as of the Effective Date: (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary; (iii) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; (iv) this Agreement, the Note, the Warrant, and the other Transaction Documents have been duly executed and delivered by Company and constitute the valid and binding obligations of Company enforceable in accordance with their terms; (v) the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (a) Company's formation documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (c) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company's properties or assets; (vi) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Investor or the entering into of the Transaction Documents; (vii) none of Company's filings with OTC Markets Group, Inc. ("OTC Markets") contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (viii) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with OTC Markets on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; (ix) there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a material adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; (x) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or current report with OTC Markets; (xi) Company is not, nor has it been at any time in the previous twelve (12) months, a "Shell Company," as such type of "issuer" is described in Rule 144(i)(1) under the 1933 Act; (xii) with respect to any commissions, placement agent or finder's fees or similar payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions contemplated hereby ("Broker Fees"), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiii) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify and hold harmless each of Investor, Investor's employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys' fees) and expenses suffered in respect of any such claimed Broker Fees; (xiv) when issued, the Conversion Shares and the Warrant Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (xv) neither Investor nor any of its officers, directors, stockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, as set forth more specifically in Section 10.3 below, shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xvii) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, John M. Fife, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: http://investing.businessweek.com/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described in subsection (xvii) above, acknowledges and agrees that such matters, or any similar matters, have no bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of its obligations under the Transaction Documents or in any attempt to avoid, modify or reduce such obligations.
4.      Company Covenants. Until all of Company's obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days (as defined in the Note) thereafter, Company will timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, (d) OTCQB, or (e) OTC Pink Current Information; (iii) when issued, the Conversion Shares and the Warrant Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (iv) trading in Company's Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease on Company's principal trading market; (v) Company will not transfer, assign, sell, pledge, hypothecate or otherwise alienate or encumber the Secured Investor Notes in any way without the prior written consent of Investor, which consent may be given or withheld in Investor's sole and absolute discretion; (vi) Company will not have any Variable Security Holders (as defined below), excluding Investor, without Investor's prior written consent, which consent may be granted or withheld in Investor's sole and absolute discretion; and (vii) at Closing and on the first day of each calendar quarter for so long as the Note remains outstanding or on any other date during which the Note is outstanding, as may be requested by Investor, Company shall cause its Chief Executive Officer to provide to Investor a certificate in substantially the form attached hereto as Exhibit F (the "Officer's Certificate") certifying in his personal capacity and in his capacity as Chief Executive Officer of Company the number of Variable Security Holders of Company as of the date the applicable Officer's Certificate is executed. For purposes hereof, the term "Variable Security Holder" means any holder of any Company securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition (each a "Variable Security Issuance"). For avoidance of doubt, the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Variable Security Issuance for purposes hereof if the number of shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange.
5.      Conditions to Company's Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities to Investor at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:
5.1.    Investor shall have executed this Agreement, the Pledge Agreement and the Secured Investor Notes and delivered the same to Company.
5.2.    Investor shall have delivered the Initial Cash Purchase Price to Company in accordance with Section 1.2 above.
6.      Conditions to Investor's Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor's sole benefit and may be waived by Investor at any time in its sole discretion:
6.1.    Company shall have executed this Agreement, the Warrant, the Pledge Agreement and the Note and delivered the same to Investor.
6.2.    Company's Chief Executive Officer shall have executed the Officer's Certificate and delivered the same to Investor.
6.3.    Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the "TA Letter") substantially in the form attached hereto as Exhibit G acknowledged and agreed to in writing by Company's transfer agent (the "Transfer Agent").
6.4.    Company shall have delivered to Investor a fully executed Secretary's Certificate substantially in the form attached hereto as Exhibit H evidencing Company's approval of the Transaction Documents.
6.5.    Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit I to be delivered to the Transfer Agent.
6.6.     Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
7.      Reservation of Shares. On the date hereof, Company will reserve 104,000,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances of Common Stock under the Note and Warrant (the "Share Reserve"). Company further agrees to add additional shares of Common Stock to the Share Reserve in increments of 10,000,000 shares as and when requested by Investor if as of the date of any such request the number of shares being held in the Share Reserve is less than (i) three (3) times the number of shares of Common Stock obtained by dividing the Outstanding Balance (as defined in the Note) as of the date of the request by the Installment Conversion Price (as defined in the Note), plus (ii) three (3) times the number of Warrant Shares (as determined pursuant to the Warrant) deliverable upon full exercise of the Warrant. Company shall further require the Transfer Agent to hold the shares of Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to Investor promptly upon Investor's delivery of a conversion notice under the Note or a notice of exercise under the Warrant. Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant to the Note and the Warrant to Investor out of its authorized and unissued shares, and not the Share Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not included in the Share Reserve. The Transfer Agent shall only issue shares out of the Share Reserve to the extent there are no other authorized shares available for issuance and then only with Investor's written consent.
8.      Terms of Future Financings. The provisions of this Section 8 shall not be applicable to up to $10,000,000 of Company Common Stock to be offered and sold by Company pursuant to Regulation A of the SEC, the offering statement or statements on Form 1-A for which offering(s) shall have been filed with the SEC on or before December 31, 2018. So long as the Note is outstanding, upon any issuance by Company of any security with any term or condition more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to Investor in the Transaction Documents, then Company shall notify Investor of such additional or more favorable term and such term, at Investor's option, shall become a part of the Transaction Documents for the benefit of Investor. Additionally, if Company fails to notify Investor of any such additional or more favorable term, but Investor becomes aware that Company has granted such a term to any third party, Investor may notify Company of such additional or more favorable term and such term shall become a part of the Transaction Documents retroactive to the date on which such term was granted to the applicable third party. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, conversion lookback periods, interest rates, original issue discounts, stock sale price, conversion price per share, warrant coverage, warrant exercise price, and anti-dilution/conversion and exercise price resets.
9.      No Shorting. During the period beginning on the Closing Date and ending on the date the Note has been repaid in full or sold by Investor to a third party that is not an affiliate of Investor, Investor will not directly or through an affiliate engage in any open market Short Sales (as defined below) of the Common Stock; provided; however, that unless and until Company has affirmatively demonstrated by the use of specific evidence that Investor is engaging in open market Short Sales, Investor shall be assumed to be in compliance with the provisions of this Section 9 and Company shall remain fully obligated to fulfill all of its obligations under the Transaction Documents; and provided, further, that (i) Company shall under no circumstances be entitled to request or demand that Investor either (A) provide trading or other records of Investor or of any party or (B) affirmatively demonstrate that Investor or any other party has not engaged in any such Short Sales in breach of these provisions as a condition to Company's fulfillment of its obligations under any of the Transaction Documents, (ii) Company shall not assert Investor's or any other party's failure to demonstrate such absence of such Short Sales or provide any trading or other records of Investor or any other party as all or part of a defense to any breach of Company's obligations under any of the Transaction Documents, and (iii) Company shall have no setoff right with respect to any such Short Sales.  As used herein, "Short Sale" has the meaning provided in Rule 3b-3 under the 1934 Act.
10.     Miscellaneous. The provisions set forth in this Section 10 shall apply to this Agreement, as well as all other Transaction Documents as if these terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth in this Section 10 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.
10.1.   Certain Capitalized Terms. To the extent any capitalized term used in any Transaction Document is defined in any other Transaction Document (as noted therein), such capitalized term shall remain applicable in the Transaction Document in which it is so used even if the other Transaction Document (wherein such term is defined) has been released, satisfied, or is otherwise cancelled or terminated.
10.2.   Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit J) arising under this Agreement or any other Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit J attached hereto (the "Arbitration Provisions"). The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing representations. Company acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding the Arbitration Provisions.
10.3.   Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. Each party consents to and expressly agrees that exclusive venue for arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of the parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties' obligations to resolve disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other agreement between the Transfer Agent and Company, such litigation specifically includes, without limitation any action between or involving Company and the Transfer Agent under the TA Letter or otherwise related to Investor in any way (specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing shares of Common Stock to Investor for any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Salt Lake County, Utah, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing shares of Common Stock to Investor for any reason) outside of any state or federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Finally, Company covenants and agrees to name Investor as a party in interest in, and provide written notice to Investor in accordance with Section 10.13 below prior to bringing or filing, any action (including without limitation any filing or action against any person or entity that is not a party to this Agreement, including without limitation the Transfer Agent) that is related in any way to the Transaction Documents or any transaction contemplated herein or therein, including without limitation any action brought by Company to enjoin or prevent the issuance of any shares of Common Stock to Investor by the Transfer Agent, and further agrees to timely name Investor as a party to any such action. Company acknowledges that the governing law and venue provisions set forth in this Section 10.3 are material terms to induce Investor to enter into the Transaction Documents and that but for Company's agreements set forth in this Section 10.3 Investor would not have entered into the Transaction Documents.
10.4.   Specific Performance. Company acknowledges and agrees that irreparable damage may occur to Investor in the event that Company fails to perform any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms. It is accordingly agreed that Investor shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or such other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which the Investor may be entitled under the Transaction Documents, at law or in equity. For the avoidance of doubt, in the event Investor seeks to obtain an injunction against Company or specific performance of any provision of any Transaction Document, such action shall not be a waiver of any right of Investor under any Transaction Document, at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant to the terms of the Transaction Documents.
10.5.   Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any determination or arithmetic calculation under the Transaction Documents, including without limitation, calculating the Outstanding Balance, Warrant Shares, Exercise Shares (as defined in the Warrant), Delivery Shares (as defined in the Warrant), Lender Conversion Price (as defined in the Note), Lender Conversion Shares (as defined in the Note), Installment Conversion Price, Installment Conversion Shares (as defined in the Note), Conversion Factor (as defined in the Note), Market Price (as defined in the Note), or VWAP (as defined in the Note) (each, a "Calculation"), Company or Investor (as the case may be) shall submit any disputed Calculation via email or facsimile with confirmation of receipt (i) within two (2) Trading Days after receipt of the applicable notice giving rise to such dispute to Company or Investor (as the case may be) or (ii) if no notice gave rise to such dispute, at any time after Investor learned of the circumstances giving rise to such dispute. If Investor and Company are unable to agree upon such Calculation within two (2) Trading Days of such disputed Calculation being submitted to Company or Investor (as the case may be), then Investor will promptly submit via email or facsimile the disputed Calculation to Unkar Systems Inc. ("Unkar Systems"). Investor shall cause Unkar Systems to perform the Calculation and notify Company and Investor of the results no later than ten (10) Trading Days from the time it receives such disputed Calculation. Unkar Systems' determination of the disputed Calculation shall be binding upon all parties absent demonstrable error. Unkar Systems' fee for performing such Calculation shall be paid by the incorrect party, or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation as determined by Unkar Systems. In the event Company is the losing party, no extension of the Delivery Date (as defined in the Note) shall be granted and Company shall incur all effects for failing to deliver the applicable shares in a timely manner as set forth in the Transaction Documents. Notwithstanding the foregoing, Investor may, in its sole discretion, designate an independent, reputable investment bank or accounting firm other than Unkar Systems to resolve any such dispute and in such event, all references to "Unkar Systems" herein will be replaced with references to such independent, reputable investment bank or accounting firm so designated by Investor.
10.6.   Counterparts. Each Transaction Document may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party's executed counterpart of a Transaction Document (or such party's signature page thereof) will be deemed to be an executed original thereof.
10.7.   Document Imaging. Investor shall be entitled, in its sole discretion, to image or make copies of all or any selection of the agreements, instruments, documents, and items and records governing, arising from or relating to any of Company's loans, including, without limitation, this Agreement and the other Transaction Documents, and Investor may destroy or archive the paper originals. The parties hereto (i) waive any right to insist or require that Investor produce paper originals, (ii) agree that such images shall be accorded the same force and effect as the paper originals, (iii) agree that Investor is entitled to use such images in lieu of destroyed or archived originals for any purpose, including as admissible evidence in any demand, presentment or other proceedings, and (iv) further agree that any executed facsimile (faxed), scanned, emailed, or other imaged copy of this Agreement or any other Transaction Document shall be deemed to be of the same force and effect as the original manually executed document.
10.8.   Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.
10.9.   Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.
10.10.  Entire Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction Documents (collectively, "Prior Agreements"), that may have been entered into between Company and Investor, or any affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents shall govern.
10.11.  No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, representatives or agents has made any representations or warranties to Company or any of its officers, directors, representatives, agents or employees except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, agents or representatives other than as set forth in the Transaction Documents.
10.12.  Amendments. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties hereto.
10.13.  Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by email to an executive officer, or by facsimile (with successful transmission confirmation), (ii) the earlier of the date delivered or the third Trading Day after deposit, postage prepaid, in the United States Postal Service by certified mail, or (iii) the earlier of the date delivered or the third Trading Day after mailing by express courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by five (5) calendar days' advance written notice similarly given to each of the other parties hereto):
If to Company:

                Clikia Corp.
                Attn: David Loflin
                8050 North 19th Avenue #241
                Phoenix, Arizona 85021

If to Investor:

Typenex Co-Investment, LLC
Attn: John Fife
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601

With a copy to (which copy shall not constitute notice):

Hansen Black Anderson Ashcraft PLLC
Attn: Jonathan Hansen
3051 West Maple Loop Drive, Suite 325
Lehi, Utah 84043

10.14.  Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the need to obtain Company's consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its duties hereunder without the prior written consent of Investor.
10.15.  Survival. The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
10.16.  Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
10.17.  Investor's Rights and Remedies Cumulative; Liquidated Damages. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often and in such order as Investor may deem expedient. The parties acknowledge and agree that upon Company's failure to comply with the provisions of the Transaction Documents, Investor's damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties' inability to predict future interest rates and future share prices, Investor's increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity for Investor, among other reasons. Accordingly, any fees, charges, and default interest due under the Note, the Warrant, and the other Transaction Documents are intended by the parties to be, and shall be deemed, liquidated damages (under Company's and Investor's expectations that any such liquidated damages will tack back to the Closing Date for purposes of determining the holding period under Rule 144 under the 1933 Act). The parties agree that such liquidated damages are a reasonable estimate of Investor's actual damages and not a penalty, and shall not be deemed in any way to limit any other right or remedy Investor may have hereunder, at law or in equity. The parties acknowledge and agree that under the circumstances existing at the time this Agreement is entered into, such liquidated damages are fair and reasonable and are not penalties. All fees, charges, and default interest provided for in the Transaction Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties as of the Closing Date and are consistent with investments of this type. The liquidated damages provisions of the Transaction Documents shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however, that the liquidated damages provided for in the Transaction Documents are intended to be in lieu of actual damages.
10.18.  Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, if at any time Investor would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Investor (together with its affiliates) to beneficially own a number of shares exceeding the Maximum Percentage (as defined in the Note), then Company must not issue to Investor the shares that would cause Investor to exceed the Maximum Percentage. The shares of Common Stock issuable to Investor that would cause the Maximum Percentage to be exceeded are referred to herein as the "Ownership Limitation Shares". Company shall reserve the Ownership Limitation Shares for the exclusive benefit of Investor. From time to time, Investor may notify Company in writing of the number of the Ownership Limitation Shares that may be issued to Investor without causing Investor to exceed the Maximum Percentage. Upon receipt of such notice, Company shall be unconditionally obligated to immediately issue such designated shares to Investor, with a corresponding reduction in the number of the Ownership Limitation Shares. For purposes of this Section, beneficial ownership of Common Stock will be determined under Section 13(d) of the 1934 Act.
10.19.  Attorneys' Fees and Cost of Collection. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded the most money (which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any party) shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys' fees, deposition costs, and expenses paid by such prevailing party in connection with arbitration or litigation without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator's or a court's power to award fees and expenses for frivolous or bad faith pleading. If (i) the Note or the Warrant is placed in the hands of an attorney for collection or enforcement prior to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor otherwise takes action to collect amounts due under the Note or to enforce the provisions of the Note or any  Warrant, or (ii) there occurs any bankruptcy, reorganization, receivership of Company or other proceedings affecting Company's creditors' rights and involving a claim under the Note or the Warrant; then Company shall pay the costs incurred by Investor for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys' fees, expenses, deposition costs, and disbursements.
10.20.  Waiver. No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.
10.21.  Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY'S RIGHT TO DEMAND TRIAL BY JURY.
10.22.  Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the other Transaction Documents.
10.23.  Voluntary Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company's choosing, or has waived the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or undue influence by Investor or anyone else.
[Remainder of page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above written.

SUBSCRIPTION AMOUNT:

Principal Amount of Note:       $291,000.00

Initial Cash Purchase Price:    $35,000.00


INVESTOR:

TYPENEX CO-INVESTMENT, LLC

By: Red Cliffs Investments, Inc., its Manager


        By: /s/ John M. Fife
                 John M. Fife, President



COMPANY:

CLIKIA CORP.


By: /s/ David Loflin
Printed Name: David Loflin
Title: CEO





ATTACHED EXHIBITS:

Exhibit A       Note
Exhibit B       Warrant
Exhibit C       Pledge Agreement
Exhibit D       Allocation of Purchase Price
Exhibit E       Form of Secured Investor Note
Exhibit F       Officer's Certificate
Exhibit G       Irrevocable Transfer Agent Instructions
Exhibit H       Secretary's Certificate
Exhibit I       Share Issuance Resolution
Exhibit J       Arbitration Provisions




EXHIBIT A

CONVERTIBLE PROMISSORY NOTE
Effective Date: July 13, 2017   U.S. $291,000.00

FOR VALUE RECEIVED, CLIKIA CORP., a Nevada corporation ("Borrower"), promises to pay to TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company, or its successors or assigns ("Lender"), $291,000.00 and any interest, fees, charges, and late fees on the date that is fifteen (15) months after the Purchase Price Date (the "Maturity Date") in accordance with the terms set forth herein and to pay interest on the Outstanding Balance (including all Tranches (as defined below), both Conversion Eligible Tranches (as defined below) and Subsequent Tranches (as defined below) that have not yet become Conversion Eligible Tranches) at the rate of ten percent (10%) per annum from the Purchase Price Date until the same is paid in full. This Convertible Promissory Note (this "Note") is issued and made effective as of July 13, 2017 (the "Effective Date"). This Note is issued pursuant to that certain Securities Purchase Agreement dated July 13, 2017, as the same may be amended from time to time, by and between Borrower and Lender (the "Purchase Agreement"). All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
This Note carries an OID of $26,000.00. In addition, Borrower agrees to pay $5,000.00 to Lender to cover Lender's legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the "Transaction Expense Amount"), all of which amount is included in the initial principal balance of this Note. The purchase price for this Note and the Warrant (as defined in the Purchase Agreement) shall be $260,000.00 (the "Purchase Price"), computed as follows: $291,000.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by delivery to Borrower at Closing of the Secured Investor Notes (as defined in the Purchase Agreement) and a wire transfer of immediately available funds in the amount of the Initial Cash Purchase Price (as defined in the Purchase Agreement). This Note shall be comprised of ten (10) tranches (each, a "Tranche"), consisting of (i) an initial Tranche in an amount equal to $43,500.00 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (as defined in the Purchase Agreement) (the "Initial Tranche"), and (ii) nine (9) additional Tranches, each in the amount of $27,500.00, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (each, a "Subsequent Tranche"). The Initial Tranche shall correspond to the Initial Cash Purchase Price, $3,500.00 of the OID and the Transaction Expense Amount, and may be converted into shares of Common Stock (as defined below) any time subsequent to the Purchase Price Date. The first Subsequent Tranche shall correspond to Secured Investor Note #1 and $2,500.00 of the OID, the second Subsequent Tranche shall correspond to Secured Investor Note #2 and $2,500.00 of the OID, the third Subsequent Tranche shall correspond to Secured Investor Note #3 and $2,500.00 of the OID, the fourth Subsequent Tranche shall correspond to Secured Investor Note #4 and $2,500.00 of the OID, the fifth Subsequent Tranche shall correspond to Secured Investor Note #5 and $2,500.00 of the OID, the sixth Subsequent Tranche shall correspond to Secured Investor Note #6 and $2,500.00 of the OID, the seventh Subsequent Tranche shall correspond to Secured Investor Note #7 and $2,500.00 of the OID, the eighth Subsequent Tranche shall correspond to Secured Investor Note #8 and $2,500.00 of the OID, and the ninth Subsequent Tranche shall correspond to Secured Investor Note #9 and $2,500.00 of the OID. Lender's right to convert any portion of any of the Subsequent Tranches is conditioned upon Lender's payment in full of the Secured Investor Note corresponding to such Subsequent Tranche (upon the satisfaction of such condition, such Subsequent Tranche becomes a "Conversion Eligible Tranche"). In the event Lender exercises its Lender Offset Right (as defined below) with respect to a portion of an Secured Investor Note and pays in full the remaining outstanding balance of such Secured Investor Note, the Subsequent Tranche that corresponds to such Secured Investor Note shall be deemed to be a Conversion Eligible Tranche only for the portion of such Tranche that was paid for in cash by Lender and the portion of such Secured Investor Note that was offset pursuant to Lender's exercise of the Lender Offset Right shall not be included in the applicable Conversion Eligible Tranche. For the avoidance of doubt, subject to the other terms and conditions hereof, the Initial Tranche shall be deemed a Conversion Eligible Tranche as of the Purchase Price Date for all purposes hereunder and may be converted in whole or in part at any time subsequent to the Purchase Price Date, and each Subsequent Tranche that becomes a Conversion Eligible Tranche may be converted in whole or in part at any time subsequent to the first date on which such Subsequent Tranche becomes a Conversion Eligible Tranche. For all purposes hereunder, Conversion Eligible Tranches shall be converted (or redeemed, as applicable) in order of the lowest-numbered Conversion Eligible Tranche and Conversion Eligible Tranches may be converted (or redeemed, as applicable) in one or more separate Conversions (as defined below), as determined in Lender's sole discretion. At all times hereunder, the aggregate amount of any costs, fees or charges incurred by or assessable against Borrower hereunder, including, without limitation, any fees, charges or premiums incurred in connection with an Event of Default (as defined below), shall be added to the lowest-numbered then-current Conversion Eligible Tranche.
1.      Payment; Prepayment.
1.1.    Payment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.
1.2.    Prepayment. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1. Any notice of prepayment hereunder (an "Optional Prepayment Notice") shall be delivered to Lender at its registered address and shall state: (i) that Borrower is exercising its right to prepay this Note, and (ii) the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "Optional Prepayment Date"), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 125% (the "Prepayment Premium") multiplied by the then Outstanding Balance of this Note (the "Optional Prepayment Amount"). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender's prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.
2.      Security. This Note is unsecured.
3.      Lender Optional Conversion.
3.1.    Lender Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid in full, including without limitation (a) until any Optional Prepayment Date (even if Lender has received an Optional Prepayment Notice) or at any time thereafter with respect to any amount that is not prepaid, and (b) during or after any Fundamental Default Measuring Period, at its election, to convert (each instance of conversion is referred to herein as a "Lender Conversion") all or any part of the Outstanding Balance into shares ("Lender Conversion Shares") of fully paid and non-assessable common stock, $0.001 par value per share ("Common Stock"), of Borrower as per the following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the "Conversion Amount") divided by the Lender Conversion Price (as defined below). Conversion notices in the form attached hereto as Exhibit A (each, a "Lender Conversion Notice") may be effectively delivered to Borrower by any method of Lender's choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), and all Lender Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion to Lender in accordance with Section 9 below.
3.2.    Lender Conversion Price. Subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Common Stock is $0.03 per share of Common Stock (the "Lender Conversion Price"). However, in the event the Market Capitalization falls below the Minimum Market Capitalization at any time, then in such event (a) the Lender Conversion Price for all Lender Conversions occurring after the first date of such occurrence shall equal the lower of the Lender Conversion Price and the Market Price as of any applicable date of Conversion, and (b) the true-up provisions of Section 11 below shall apply to all Lender Conversions that occur after the first date the Market Capitalization falls below the Minimum Market Capitalization, provided that all references to the "Installment Notice" in Section 11 shall be replaced with references to a "Lender Conversion Notice" for purposes of this Section 3.2, all references to "Installment Conversion Shares" in Section 11 shall be replaced with references to "Lender Conversion Shares" for purposes of this Section 3.2, and all references to the "Installment Conversion Price" in Section 11 shall be replaced with references to the "Lender Conversion Price" for purposes of this Section 3.2.
3.3.    Application to Installments. Notwithstanding anything to the contrary herein, including without limitation Section 8 hereof, Lender may, in its sole discretion, apply all or any portion of any Lender Conversion toward any Installment Conversion (as defined below), even if such Installment Conversion is pending, as determined in Lender's sole discretion, by delivering written notice of such election (which notice may be included as part of the applicable Lender Conversion Notice) to Borrower at any date on or prior to the applicable Installment Date. In such event, Borrower may not elect to allocate such portion of the applicable Installment Amount pursuant to this Section 3.3 in the manner prescribed in Section 8.3; rather, Borrower must reduce the applicable Installment Amount by the Conversion Amount described in this Section 3.3.
4.      Defaults and Remedies.
4.1.    Defaults. The following are events of default under this Note (each, an "Event of Default"): (a) Borrower fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (e) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (f) Borrower makes a general assignment for the benefit of creditors; (g) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (h) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (i) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement; (j) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (k) the occurrence of a Fundamental Transaction without Lender's prior written consent; (l) Borrower fails to maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Lender; (n) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $100,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; (o) Borrower fails to be DTC Eligible; (p) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, or (q) Borrower breaches any covenant or other term or condition contained in any Other Agreements.
4.2.    Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default, Lender may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation set forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to apply the Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately due and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (d), (e), (f), (g) or (h) of Section 4.1, the Outstanding Balance as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender. At any time following the occurrence of any Event of Default, upon written notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law ("Default Interest"); provided, however, that no Default Interest shall accrue during the Fundamental Default Measuring Period. For the avoidance of doubt, Lender may continue making Lender Conversions at any time following an Event of Default until such time as the Outstanding Balance is paid in full. Borrower further acknowledges and agrees that Lender may continue making Conversions following the entry of any judgment or arbitration award in favor of Lender until such time that the entire judgment amount or arbitration award is paid in full. Borrower agrees that any judgment or arbitration award will, by its terms, be made convertible into Common Stock. Any Conversions made following a judgment or arbitration award shall be made pursuant to the following formula: the amount of the judgment or arbitration award being converted divided by 80% of the lowest Closing Bid Price in the ten (10) Trading Days immediately preceding the date of Conversion. In such event, Borrower and Lender agree that it is their expectation that any such judgment amount or arbitration award that is converted will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144. Borrower and Lender agree and stipulate that any judgment or arbitration award entered against Borrower shall be reduced by $1,000.00 and such $1,000.00 shall become the new Outstanding Balance of this Note and this Note shall expressly survive such judgment or arbitration award. Additionally, following the occurrence of any Event of Default, Borrower may, at its option, pay any Lender Conversion in cash instead of Lender Conversion Shares by paying to Lender on or before the applicable Delivery Date (as defined below) a cash amount equal to the number of Lender Conversion Shares set forth in the applicable Lender Conversion Notice multiplied by the highest intra-day trading price of the Common Stock that occurs during the period beginning on the date the applicable Event of Default occurred and ending on the date of the applicable Lender Conversion Notice. In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Borrower's failure to timely deliver Conversion Shares upon Conversion of the Notes as required pursuant to the terms hereof.
4.3.    Fundamental Default Remedies. Notwithstanding anything to the contrary herein, in addition to all other remedies set forth herein, after giving effect to the Lender Offset Right (as defined below), which shall occur automatically upon the occurrence of any Fundamental Default, the Fundamental Liquidated Damages Amount shall be added to the Outstanding Balance upon Lender's delivery to Borrower of a notice (which notice Lender may deliver to Borrower at any time following the occurrence of a Fundamental Default) setting forth its election to declare a Fundamental Default and the Fundamental Liquidated Damages Amount that will be added to the Outstanding Balance.
4.4.    Certain Additional Rights. Notwithstanding anything to the contrary herein, in the event Borrower fails to make any payment when due or fails to deliver any Conversion Shares as and when required under this Note, then (a) the Lender Conversion Price for all Lender Conversions occurring after the date of such failure to pay shall equal the lower of the Lender Conversion Price and the Market Price as of any applicable date of Conversion, and (b) the true-up provisions of Section 11 below shall apply to all Lender Conversions that occur after the date of such failure to pay, provided that all references to the "Installment Notice" in Section 11 shall be replaced with references to a "Lender Conversion Notice" for purposes of this Section 4.4, all references to "Installment Conversion Shares" in Section 11 shall be replaced with references to "Lender Conversion Shares" for purposes of this Section 4.4, and all references to the "Installment Conversion Price" in Section 11 shall be replaced with references to the "Lender Conversion Price" for purposes of this Section 4.4. For the avoidance of doubt, Lender's exercise of the rights granted to it pursuant to this Section 4.4 shall not relieve Borrower of its obligation to continue paying the Installment Amount on all future Installment Dates.
5.      Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower not subject to offset (except as set forth in Section 20 below), deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein in accordance with the terms of this Note.
6.      Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.
7.      Rights Upon Issuance of Securities.
7.1.    Subsequent Equity Sales. Except with respect to Excluded Securities, if Borrower or any subsidiary thereof, as applicable, at any time this Note is outstanding, shall sell, issue or grant any Common Stock, option to purchase Common Stock, right to reprice, preferred shares convertible into Common Stock, or debt, warrants, options or other instruments or securities to Lender or any third party which are convertible into or exercisable or exchangeable for shares of Common Stock (collectively, the "Equity Securities"), including without limitation any Deemed Issuance, at an effective price per share less than the then effective Lender Conversion Price (such issuance is referred to herein as a "Dilutive Issuance"), then, the Lender Conversion Price shall be automatically reduced and only reduced to equal such lower effective price per share. If the holder of any Equity Securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options, or rights per share which are issued in connection with such Dilutive Issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Lender Conversion Price, such issuance shall be deemed to have occurred for less than the Lender Conversion Price on the date of such Dilutive Issuance, and the then effective Lender Conversion Price shall be reduced and only reduced to equal such lower effective price per share. Such adjustments described above to the Lender Conversion Price shall be permanent (subject to additional adjustments under this section), and shall be made whenever such Equity Securities are issued. Borrower shall notify Lender, in writing, no later than the Trading Day following the issuance of any Equity Securities subject to this Section 7.1, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, or other pricing terms (such notice, the "Dilutive Issuance Notice"). For purposes of clarity, whether or not Borrower provides a Dilutive Issuance Notice pursuant to this Section 7.1, upon the occurrence of any Dilutive Issuance, on the date of such Dilutive Issuance the Lender Conversion Price shall be lowered to equal the applicable effective price per share regardless of whether Borrower or Lender accurately refers to such lower effective price per share in any subsequent Installment Notice or Lender Conversion Notice.
7.2.    Adjustment of Lender Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Lender Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Lender Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7.2 shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7.2 occurs during the period that a Lender Conversion Price is calculated hereunder, then the calculation of such Lender Conversion Price shall be adjusted appropriately to reflect such event.
7.3.    Other Events. In the event that Borrower (or any subsidiary) shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect Lender from dilution or if any event occurs of the type contemplated by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then Borrower's board of directors shall in good faith determine and implement an appropriate adjustment in the Lender Conversion Price so as to protect the rights of Lender, provided that no such adjustment pursuant to this Section 7.3 will increase the Lender Conversion Price as otherwise determined pursuant to this Section 7, provided further that if Lender does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then Borrower's board of directors and Lender shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses shall be borne by Borrower.
8.      Borrower Installments.
8.1.    Installment Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Installment Conversion (the "Installment Conversion Price") shall be the lesser of (a) the Lender Conversion Price, and (b) the Market Price.
8.2.    Installment Conversions. Beginning on the date that is twelve (12) months after the Purchase Price Date and on the same day of each month thereafter until the Maturity Date (each, an "Installment Date"), if paying in cash, Borrower shall pay to Lender the applicable Installment Amount due on such date subject to the provisions of this Section 8, and if paying in Installment Conversion Shares (as defined below), Borrower shall deliver such Installment Conversion Shares on or before the Delivery Date. Payments of each Installment Amount may be made (a) in cash; provided, however, that in the event Lender has paid off all or any portion of any Secured Investor Note (such amount that is prepaid, the "Secured Investor Note Prepayment Amount"), Borrower may not pay any portion of any Installment Amount in cash for a period of ninety (90) days following the date Investor delivered the applicable Secured Investor Note Prepayment Amount to Borrower (the "Standstill Period") and any payment in cash of any Installment Amount made during the Standstill Period shall be deemed to be a prepayment pursuant to Section 1 above and shall be subject to the Prepayment Premium provided in such section, or (b) by converting such Installment Amount into shares of Common Stock ("Installment Conversion Shares", and together with the Lender Conversion Shares, the "Conversion Shares") in accordance with this Section 8 (each instance of Borrower thus converting, an "Installment Conversion") per the following formula: the number of Installment Conversion Shares equals the portion of the applicable Installment Amount being converted divided by the Installment Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the applicable Installment Date and the Installment Conversion Shares are delivered to Lender on or before the applicable Delivery Date. Notwithstanding the foregoing, Borrower will not be entitled to elect an Installment Conversion with respect to any portion of any applicable Installment Amount and shall be required to pay the entire amount of such Installment Amount in cash if on the applicable Installment Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Moreover, in the event Borrower desires to pay all or any portion of any Installment Amount in cash, it must notify Lender in writing of such election and the portion of the applicable Installment Amount it elects to pay in cash not more than twenty-five (25) or less than fifteen (15) Trading Days prior to the applicable Installment Date. If Borrower fails to so notify Lender, it shall not be permitted to elect to pay any portion of such Installment Amount in cash unless otherwise agreed to by Lender in writing or proposed by Lender in an Installment Notice delivered by Lender to Borrower. Notwithstanding the foregoing or anything to the contrary herein, Borrower shall only be obligated to deliver Installment Amounts with respect to Tranches that have become Conversion Eligible Tranches and shall have no obligation to pay to Lender any Installment Amount with respect to any Tranche that has not become a Conversion Eligible Tranche. In furtherance thereof, in the event Borrower has repaid all Conversion Eligible Tranches pursuant to the terms of this Note, it shall have no further obligations to deliver any Installment Amount to Lender unless and until any Subsequent Tranche that was not previously a Conversion Eligible Tranche becomes a Conversion Eligible Tranche pursuant to the terms of this Note. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Installment Dates shall continue after the Maturity Date pursuant to this Section 8 until the Outstanding Balance is repaid in full, provided that Lender shall, in Lender's sole discretion, determine the Installment Amount for each Installment Date after the Maturity Date.
8.3.    Allocation of Installment Amounts. Subject to Section 8.2 regarding an Equity Conditions Failure, for each Installment Date, Borrower may elect to allocate the amount of the applicable Installment Amount between cash and Installment Conversion, by email or fax delivery of a notice to Lender substantially in the form attached hereto as Exhibit B (each, an "Installment Notice"), provided, that to be effective, each applicable Installment Notice must be received by Lender not more than twenty-five (25) or less than fifteen (15) Trading Days prior to the applicable Installment Date. If Lender has not received an Installment Notice within such time period, then Lender may prepare the Installment Notice and deliver the same to Borrower by fax or email. Following its receipt of such Installment Notice, Borrower may either ratify Lender's proposed allocation in the applicable Installment Notice or elect to change the allocation by written notice to Lender by email or fax on or before 12:00 p.m. New York time on the applicable Installment Date, so long as the sum of the cash payments and the amount of Installment Conversions equal the applicable Installment Amount, provided that Lender must approve any increase to the portion of the Installment Amount payable in cash. If Borrower fails to notify Lender of its election to change the allocation prior to the deadline set forth in the previous sentence (and seek approval to increase the amount payable in cash), it shall be deemed to have ratified and accepted the allocation set forth in the applicable Installment Notice prepared by Lender. If neither Borrower nor Lender prepare and deliver to the other party an Installment Notice as outlined above, then Borrower shall be deemed to have elected that the entire Installment Amount be converted via an Installment Conversion. Borrower acknowledges and agrees that regardless of which party prepares the applicable Installment Notice, the amounts and calculations set forth thereon are subject to correction or adjustment because of error, mistake, or any adjustment resulting from an Event of Default or other adjustment permitted under the Transaction Documents (an "Adjustment"). Furthermore, no error or mistake in the preparation of such notices, or failure to apply any Adjustment that could have been applied prior to the preparation of an Installment Notice may be deemed a waiver of Lender's right to enforce the terms of the Note, even if such error, mistake, or failure to include an Adjustment arises from Lender's own calculation. Borrower shall deliver the Installment Conversion Shares from any Installment Conversion to Lender in accordance with Section 9 below on or before each applicable Delivery Date.
9.      Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following the Installment Date or the third (3rd) Trading Day following the date of delivery of a Lender Conversion Notice, as applicable (the "Delivery Date"), Borrower shall, provided it is DWAC Eligible at such time, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the account designated by Lender in the applicable Lender Conversion Notice or Installment Notice. If Borrower is not DWAC Eligible, it shall deliver to Lender or its broker (as designated in the Lender Conversion Notice or Installment Notice, as applicable), via reputable overnight courier, a certificate representing the number of shares of Common Stock equal to the number of Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance of doubt, Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has actually received the certificate representing the applicable Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to the terms set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares to Lender on grounds that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended ("Rule 144"), Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with the provisions of this Section 9. In conjunction therewith, Borrower will also deliver to Lender a written opinion from its counsel or its transfer agent's counsel opining as to why the issuance of the applicable Conversion Shares violates Rule 144.
10.     Conversion Delays. If Borrower fails to deliver Conversion Shares or True-Up Shares in accordance with the timeframes stated in Sections 9 or 11, as applicable, Lender, at any time prior to selling all of those Conversion Shares or True-Up Shares, as applicable, may rescind in whole or in part that particular Conversion attributable to the unsold Conversion Shares or True-Up Shares, with a corresponding increase to the Outstanding Balance (any returned amount will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144). In addition, for each Lender Conversion, in the event that Lender Conversion Shares are not delivered by the fourth Trading Day (inclusive of the day of the Lender Conversion), a late fee equal to the greater of (a) $500.00 and (b) 2% of the applicable Lender Conversion Share Value rounded to the nearest multiple of $100.00 (but in any event the cumulative amount of such late fees for each Lender Conversion shall not exceed 200% of the applicable Lender Conversion Share Value) will be assessed for each day after the third Trading Day (inclusive of the day of the Lender Conversion) until Lender Conversion Share delivery is made; and such late fee will be added to the Outstanding Balance (such fees, the "Conversion Delay Late Fees"). For illustration purposes only, if Lender delivers a Lender Conversion Notice to Borrower pursuant to which Borrower is required to deliver 100,000 Lender Conversion Shares to Lender and on the Delivery Date such Lender Conversion Shares have a Lender Conversion Share Value of $20,000.00, then in such event a Conversion Delay Late Fee in the amount of $500.00 per day (the greater of $500.00 per day and $20,000.00 multiplied by 2%, which is $400.00) would be added to the Outstanding Balance of the Note until such Lender Conversion Shares are delivered to Lender. For purposes of this example, if the Lender Conversion Shares are delivered to Lender twenty (20) days after the applicable Delivery Date, the total Conversion Delay Late Fees that would be added to the Outstanding Balance would be $10,000.00 (20 days multiplied by $500.00 per day). If the Lender Conversion Shares are delivered to Lender one hundred (100) days after the applicable Delivery Date, the total Conversion Delay Late Fees that would be added to the Outstanding Balance would be $40,000.00 (100 days multiplied by $500.00 per day, but capped at 200% of the Lender Conversion Share Value).
11.     True-Up. On the date that is twenty (20) Trading Days (a "True-Up Date") from each date that the Installment Conversion Shares delivered by Borrower to Lender become Free Trading, there shall be a true-up where Borrower shall deliver to Lender additional Installment Conversion Shares ("True-Up Shares") if the Installment Conversion Price as of the True-Up Date is less than the Installment Conversion Price used in the applicable Installment Notice. In such event, Borrower shall deliver to Lender within three (3) Trading Days of the True-Up Date (the "True-Up Share Delivery Date") a number of True-Up Shares equal to the difference between the number of Installment Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Installment Conversion Price as of the True-Up Date and the number of Installment Conversion Shares originally delivered to Lender pursuant to the applicable Installment Notice. For the avoidance of doubt, if the Installment Conversion Price as of the True-Up Date is higher than the Installment Conversion Price set forth in the applicable Installment Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Installment Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 11. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date (under Lender's and Borrower's expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).
12.     Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the "Maximum Percentage"), then Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the "Ownership Limitation Shares". Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term "4.99%" above shall be replaced with "9.99%" at such time as the Market Capitalization is less than $10,000,000.00. Notwithstanding any other provision contained herein, if the term "4.99%" is replaced with "9.99%" pursuant to the preceding sentence, such increase to "9.99%" shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.
13.     Payment of Collection Costs. If this Note is placed in the hands of an attorney for collection or enforcement prior to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Lender otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note, then Borrower shall pay the costs incurred by Lender for such collection, enforcement or action including, without limitation, attorneys' fees and disbursements. Borrower also agrees to pay for any costs, fees or charges of its transfer agent that are charged to Lender pursuant to any Conversion or issuance of shares pursuant to this Note.
14.     Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by Borrower's counsel.
15.     Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
16.     Resolution of Disputes.
16.1.   Arbitration of Disputes. By its acceptance of this Note, each party agrees to be bound by the Arbitration Provisions (as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.
16.2.   Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any Calculation (as defined in the Purchase Agreement), such dispute will be resolved in the manner set forth in the Purchase Agreement.
17.     Cancellation. After repayment or conversion of the entire Outstanding Balance (including without limitation delivery of True-Up Shares pursuant to the payment of the final Installment Amount, if applicable), this Note shall be deemed paid in full, shall automatically be deemed canceled, and shall not be reissued.
18.     Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.
19.     Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.
20.     Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Secured Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Secured Investor Notes (the "Lender Offset Right"), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Secured Investor Notes from any amount owed by Borrower under this Note (the "Borrower Offset Right"). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Secured Investor Note being offset marked "cancelled" or, in the event the applicable Secured Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower's exercise of the Borrower Offset Right results in the full satisfaction of Borrower's obligations under this Note, Lender shall return the original Note to Borrower marked "cancelled" or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.
21.     Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Note and the documents and instruments entered into in connection herewith.
22.     Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with the subsection of the Purchase Agreement titled "Notices."
23.     Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender's damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties' inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender's and Borrower's expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).
24.     Waiver of Jury Trial. EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY'S RIGHT TO DEMAND TRIAL BY JURY.
25.     Voluntary Agreement. Borrower has carefully read this Note and has asked any questions needed for Borrower to understand the terms, consequences and binding effect of this Note and fully understand them. Borrower has had the opportunity to seek the advice of an attorney of Borrower's choosing, or has waived the right to do so, and is executing this Note voluntarily and without any duress or undue influence by Lender or anyone else.
26.     Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
[Remainder of page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.
BORROWER:
CLIKIA CORP.


By: /s/ David Loflin
Name: David Loflin
Title: CEO

ACKNOWLEDGED, ACCEPTED AND AGREED:
LENDER:
TYPENEX CO-INVESTMENT, LLC

By: Red Cliffs Investments, Inc., its Manager


        By: /s/ John M. Fife
                 John M. Fife, President




ATTACHMENT 1
DEFINITIONS

For purposes of this Note, the following terms shall have the following meanings:
A1.     "Adjusted Outstanding Balance" means the Outstanding Balance of this Note as of the date the applicable Fundamental Default occurred less any Conversion Delay Late Fees included in such Outstanding Balance.
A2.     "Approved Stock Plan" means any equity compensation plan which has been approved by the shareholders of Borrower and is in effect as of the Purchase Price Date, pursuant to which Borrower's securities may be issued to any employee, officer or director for services provided to Borrower.
A3.     "Bloomberg" means Bloomberg L.P. (or if that service is not then reporting the relevant information regarding the Common Stock, a comparable reporting service of national reputation selected by Lender and reasonably satisfactory to Borrower).
A4.     "Closing Bid Price" and "Closing Trade Price" means the last closing bid price and last closing trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market for the Common Stock, the last closing bid price or last trade price, respectively, of the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic bulletin board for the Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for the Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for the Common Stock as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing Trade Price cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually determined by Lender and Borrower. If Lender and Borrower are unable to agree upon the fair market value of the Common Stock, then such dispute shall be resolved in accordance with the procedures in Section 16.2. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.
A5.     "Conversion" means a Lender Conversion under Section 3 or an Installment Conversion under Section 8.
A6.     "Conversion Eligible Outstanding Balance" means the Outstanding Balance of this Note less the sum of each Subsequent Tranche that has not yet become a Conversion Eligible Tranche (i.e., Lender has not yet paid the outstanding balance of the Secured Investor Note that corresponds to such Subsequent Tranche).
A7.     ""Conversion Factor" means 65%, subject to the following adjustments. If at any time the average of the two (2) lowest Closing Bid Prices during the twenty (20) Trading Days immediately preceding any date of measurement is below $0.005, then in such event the then-current Conversion Factor shall be reduced by 10% for all future Conversions (subject to other reductions set forth in this section). If at any time after the Effective Date, Borrower is not DTC Eligible, then the then-current Conversion Factor will automatically be reduced by 5% for all future Conversions. Finally, in addition to the Default Effect, if any Major Default occurs after the Effective Date, the Conversion Factor shall automatically be reduced for all future Conversions by an additional 5% for each of the first three (3) Major Defaults that occur after the Effective Date (for the avoidance of doubt, each occurrence of any Major Default shall be deemed to be a separate occurrence for purposes of the foregoing reductions in Conversion Factor, even if the same Major Default occurs three (3) separate times). For example, the first time Borrower is not DTC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 65% to 60% for purposes of this example. If, thereafter, there are three (3) separate occurrences of a Major Default pursuant to Section 4.1(c), then for purposes of this example the Conversion Factor would be reduced by 5% for the first such occurrence, and so on for each of the second and third occurrences of such Major Default.
A8.     "Deemed Issuance" means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms hereof or any applicable Warrant in the event Borrower fails to deliver Conversion Shares as and when required pursuant to Section 9 of the Note or Warrant Shares (as defined in the Purchase Agreement) as and when required pursuant to the Warrants. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date of determination.
A9.     "Default Effect" means multiplying the Conversion Eligible Outstanding Balance as of the date the applicable Event of Default occurred by (a) 15% for each occurrence of any Major Default, or (b) 5% for each occurrence of any Minor Default, and then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred, with the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Event of Default occurred; provided that the Default Effect may only be applied three (3) times hereunder with respect to Major Defaults and three (3) times hereunder with respect to Minor Defaults; and provided further that the Default Effect shall not apply to any Event of Default pursuant to Section 4.1(b) hereof.
A10.    "DTC" means the Depository Trust Company or any successor thereto.
A11.    "DTC Eligible" means, with respect to the Common Stock, that such Common Stock is eligible to be deposited in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm servicing Lender's brokerage firm for the benefit of Lender.
A12.    "DTC/FAST Program" means the DTC's Fast Automated Securities Transfer program.
A13.    "DWAC" means the DTC's Deposit/Withdrawal at Custodian system.
A14.    "DWAC Eligible" means that (a) Borrower's Common Stock is eligible at DTC for full services pursuant to DTC's operational arrangements, including without limitation transfer through DTC's DWAC system, (b) Borrower has been approved (without revocation) by DTC's underwriting department, (c) Borrower's transfer agent is approved as an agent in the DTC/FAST Program, (d) the Conversion Shares are otherwise eligible for delivery via DWAC; (e) Borrower has previously delivered all Conversion Shares to Lender via DWAC; and (f) Borrower's transfer agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC.
A15.    "Equity Conditions Failure" means that any of the following conditions has not been satisfied during any applicable Equity Conditions Measuring Period (as defined below): (a) with respect to the applicable date of determination all of the Conversion Shares would be freely tradable under Rule 144 or without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of this Note); (b) on each day during the period beginning one month prior to the applicable date of determination and ending on and including the applicable date of determination (the "Equity Conditions Measuring Period"), the Common Stock is listed or designated for quotation (as applicable) on any of NYSE, NASDAQ, OTCQX, OTCQB, or OTC Pink Current Information (each, an "Eligible Market") and shall not have been suspended from trading on any such Eligible Market (other than suspensions of not more than two (2) Trading Days and occurring prior to the applicable date of determination due to business announcements by Borrower); (c) on each day during the Equity Conditions Measuring Period, Borrower shall have delivered all shares of Common Stock issuable upon conversion of this Note on a timely basis as set forth in Section 9 hereof and all other shares of capital stock required to be delivered by Borrower on a timely basis as set forth in the other Transaction Documents; (d) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating Section 12 hereof (Lender acknowledges that Borrower shall be entitled to assume that this condition has been met for all purposes hereunder absent written notice from Lender); (e) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for quotation (as applicable); (f) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (g) Borrower shall have no knowledge of any fact that would reasonably be expected to cause any of the Conversion Shares to not be freely tradable without the need for registration under any applicable state securities laws (in each case, disregarding any limitation on conversion of this Note); (h) on each day during the Equity Conditions Measuring Period, Borrower otherwise shall have been in material compliance with each, and shall not have breached any, term, provision, covenant, representation or warranty of any Transaction Document; (i) without limiting clause (j) above, on each day during the Equity Conditions Measuring Period, there shall not have occurred an Event of Default or an event that with the passage of time or giving of notice would constitute an Event of Default; (k) on each Installment Date, the average and median daily dollar volume of the Common Stock on its principal market for the previous twenty (20) Trading Days shall be greater than $20,000.00; (l) the ten (10) day average VWAP of the Common Stock is greater than $0.01, and (m) the Common Stock shall be DTC Eligible as of each applicable Installment Date or other date of determination.
A16.    "Excluded Securities" means any shares of Common Stock, options, or convertible securities issued or issuable in connection with any Approved Stock Plan; provided that the option term, exercise price or similar provisions of any issuances pursuant to such Approved Stock Plan are not amended, modified or changed on or after the Purchase Price Date.
A17.    "Free Trading" means that (a) the shares or certificate(s) representing the applicable shares of Common Stock have been cleared and approved for public resale by the compliance departments of Lender's brokerage firm and the clearing firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender's brokerage firm and have been deposited into such clearing firm's account for the benefit of Lender.
A18.    "Fundamental Default" means that Borrower either fails to pay the entire Outstanding Balance to Lender on or before the Maturity Date or fails to pay the Mandatory Default Amount within three (3) Trading Days of the date Lender delivers any notice of acceleration to Borrower pursuant to Section 4.2 of this Note.
A19.    "Fundamental Default Conversion Value" means the Adjusted Outstanding Balance multiplied by the highest Fundamental Default Ratio that occurs during the Fundamental Default Measuring Period.
A20.    "Fundamental Default Measuring Period" means a number of months equal to the Outstanding Balance as of the date the Fundamental Default occurred divided by the Installment Amount, with such number being rounded up to the next whole month; provided, however, that if Borrower repays the entire Outstanding Balance prior to the conclusion of the Fundamental Default Measuring Period, the Fundamental Default Measuring Period shall end on the date of repayment. For illustration purposes only, if the Outstanding Balance were equal to $125,000.00 as of the date a Fundamental Default occurred and if the Installment Amount were $28,500.00, then the Fundamental Default Measuring Period would equal five (5) months calculated as follows: $125,000.00/$28,500.00 equals 4.386, rounded up to five (5).
A21.    "Fundamental Default Ratio" means a ratio that will be calculated on each Trading Day during the Fundamental Default Measuring Period by dividing the Closing Trade Price for the Common Stock on a given Trading Day by the Lender Conversion Price (as adjusted pursuant to the terms hereof) in effect for such Trading Day.
A22.    "Fundamental Liquidated Damages Amount" means the greater of (a) (i) the quotient of the Outstanding Balance on the date the Fundamental Default occurred divided by the then-current Conversion Factor, minus (ii) the Outstanding Balance on the date the Fundamental Default occurred, or (b) the Fundamental Default Conversion Value.
A23.    "Fundamental Transaction" means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement or other business combination), or (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the Common Stock, other than an increase in the number of authorized shares of Borrower's Common Stock, or (b) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower. The provisions of this Section A23 shall be deemed not to include up to $10,000,000 of Company Common Stock to be offered and sold by Company pursuant to Regulation A of the U.S. Securities and Exchange Commission (the "SEC"), the offering statement or statements on Form 1-A for which offering(s) shall have been filed with the SEC on or before December 31, 2018.
A24.    "Installment Amount" means $72,750.00 ($291,000.00 divided by 4), plus the sum of any accrued and unpaid interest on all Conversion Eligible Tranches as of the applicable Installment Date, and accrued and unpaid late charges, if any, under this Note as of the applicable Installment Date, and any other amounts accruing or owing to Lender under this Note as of such Installment Date; provided, however, that, if the remaining amount owing under all then-existing Conversion Eligible Tranches or otherwise with respect to this Note as of the applicable Installment Date is less than the Installment Amount set forth above, then the Installment Amount for such Installment Date (and only such Installment Amount) shall be reduced (and only reduced) by the amount necessary to cause such Installment Amount to equal such outstanding amount.
A25.    "Lender Conversion Share Value" means the product of the number of Lender Conversion Shares deliverable pursuant to any Lender Conversion multiplied by the Closing Trade Price of the Common Stock on the Delivery Date for such Lender Conversion.
A26.    "Major Default" means any Event of Default occurring under Sections 4.1(a), 4.1(c), 4.1(l), or 4.1(p) of this Note.
A27.    "Mandatory Default Amount" means the greater of (a) the Outstanding Balance (including all Tranches, both Conversion Eligible Tranches and Subsequent Tranches that have not yet become Conversion Eligible Tranches) divided by the Installment Conversion Price on the date the Mandatory Default Amount is demanded, multiplied by the VWAP on the date the Mandatory Default Amount is demanded, or (b) the Outstanding Balance following the application of the Default Effect.
A28.    "Market Capitalization" means a number equal to (a) the average VWAP of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on Borrower's most recently filed Form 10-Q or Form 10-K.
A29.    "Market Price" means the Conversion Factor multiplied by the average of the two (2) lowest Closing Bid Prices during the twenty (20) Trading Days immediately preceding the applicable Conversion.
A30.    "Minimum Market Capitalization" means $1,000,000.00.
A31.    "Minor Default" means any Event of Default that is not a Major Default or a Fundamental Default.
A32.    "OID" means an original issue discount.
A33.    "Optional Prepayment Liquidated Damages Amount" means an amount equal to the difference between (a) the product of (i) the number of shares of Common Stock obtained by dividing (1) the applicable Optional Prepayment Amount by (2) the Lender Conversion Price as of the date Borrower delivered the applicable Optional Prepayment Amount to Lender, multiplied by (ii) the Closing Trade Price of the Common Stock on the date Borrower delivered the applicable Optional Prepayment Amount to Lender, and (b) the applicable Optional Prepayment Amount paid by Borrower to Lender. For illustration purposes only, if the applicable Optional Prepayment Amount were $50,000.00, the Lender Conversion Price as of the date the Optional Prepayment Amount was paid to Lender was equal to $0.75 per share of Common Stock, and the Closing Trade Price of a share of Common Stock as of such date was equal to $1.00, then the Optional Prepayment Liquidated Damages Amount would equal $16,666.67 computed as follows: (a) $66,666.67 (calculated as (i) (1) $50,000.00 divided by (2) $0.75 multiplied by (ii) $1.00) minus (b) $50,000.00.
A34.    "Other Agreements" means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material agreement that affects Borrower's ongoing business operations.
A35.    "Outstanding Balance" means as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, the Transaction Expense Amount, accrued but unpaid interest, collection and enforcements costs (including attorneys' fees) incurred by Lender, transfer, stamp, issuance and similar taxes and fees related to Conversions, and any other fees or charges (including without limitation Conversion Delay Late Fees) incurred under this Note.
A36.    "Purchase Price Date" means the date the Initial Cash Purchase Price is delivered by Lender to Borrower.
A37.    "Trading Day" means any day on which the New York Stock Exchange is open for trading.
A38.    "VWAP" means the volume weighted average price of the Common stock on the principal market for a particular Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.



EXHIBIT A

Typenex Co-Investment, LLC
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601

Clikia Corp.    Date: __________________
Attn: David Loflin, CEO
8050 North 19th Avenue #241
Phoenix, Arizona 85021

LENDER CONVERSION NOTICE

        The above-captioned Lender hereby gives notice to Clikia Corp., a Nevada corporation (the "Borrower"), pursuant to that certain Convertible Promissory Note made by Borrower in favor of Lender on July 13, 2017 (the "Note"), that Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of Borrower as of the date of conversion specified below. Said conversion shall be based on the Lender Conversion Price set forth below. In the event of a conflict between this Lender Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of Lender Conversion Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.
A.      Date of Conversion:     ____________
B.      Lender Conversion #:     ____________
C.      Conversion Amount:       ____________
D.      Lender Conversion Price:  _______________
E.      Lender Conversion Shares:  _______________ (C divided by D)
F.      Remaining Outstanding Balance of Note:  ____________*
G.      Remaining Balance of Secured Investor Notes: ____________*
H.    Outstanding Balance of Note Net of Balance of Secured Investor Notes: ____________* (F minus G)
* Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Lender Conversion Notice and such Transaction Documents.

The Conversion Amount converted hereunder shall be deducted from the following Conversion Eligible Tranche(s):

Conversion Amount       Tranche No.




Additionally, $_________________ of the Conversion Amount converted hereunder shall be deducted from the Installment Amount(s) relating to the following Installment Date(s): __________________________________________.


Please transfer the Lender Conversion Shares electronically (via DWAC) to the following account:
Broker:                                                 Address:
DTC#:
Account #:
Account Name:

To the extent the Lender Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares to Lender via reputable overnight courier after receipt of this Lender Conversion Notice (by facsimile transmission or otherwise) to:
                _____________________________________
                _____________________________________
                _____________________________________

Sincerely,

Lender:

TYPENEX CO-INVESTMENT, LLC

By: Red Cliffs Investments, Inc., its Manager


        By:
                 John M. Fife, President



EXHIBIT B
Clikia Corp.
8050 North 19th Avenue #241
Phoenix, Arizona 85021



Typenex Co-Investment, LLC      Date: _____________
Attn: John Fife
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601
INSTALLMENT NOTICE
The above-captioned Borrower hereby gives notice to Typenex Co-Investment, LLC, a Utah limited liability company (the "Lender"), pursuant to that certain Convertible Promissory Note made by Borrower in favor of Lender on July 13, 2017 (the "Note"), of certain Borrower elections and certifications related to payment of the Installment Amount of $_________________ due on ___________, 201_ (the "Installment Date"). In the event of a conflict between this Installment Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of Installment Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.
INSTALLMENT CONVERSION AND CERTIFICATIONS
AS OF THE INSTALLMENT DATE

A.      INSTALLMENT CONVERSION
A.      Installment Date: ____________, 201_
B.      Installment Amount:      ____________
C.      Portion of Installment Amount to be Paid in Cash: ____________
D.      Portion of Installment Amount to be Converted into Common Stock: ____________ (B minus C)
E.      Installment Conversion Price:  _______________ (lower of (i) Lender Conversion Price in effect and (ii) Market Price as of Installment Date)
F.      Installment Conversion Shares:  _______________ (D divided by E)
G.      Remaining Outstanding Balance of Note:  ____________ *
H.      Remaining Balance of Secured Investor Notes: ____________*
I.      Outstanding Balance of Note Net of Balance of Secured Investor Notes: ____________ (G minus H)*
* Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Installment Notice and such Transaction Documents.

B.      EQUITY CONDITIONS CERTIFICATION
1.      Market Capitalization:________________
(Check One)
2.      _________ Borrower herby certifies that no Equity Conditions Failure exists as of the Installment Date.
3.      _________ Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests a waiver from Lender with respect thereto. The Equity Conditions Failure is as follows:
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Sincerely,
Borrower:
CLIKIA CORP.

By:
Name:
Title:

ACKNOWLEDGED AND CERTIFIED BY:
Lender:
TYPENEX CO-INVESTMENT, LLC

By: Red Cliffs Investments, Inc., its Manager


        By:
                 John M. Fife, President

EXHIBIT C

Typenex Co-Investment, LLC
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601

Clikia Corp.    Date: __________________
Attn: David Loflin, CEO
8050 North 19th Avenue #241
Phoenix, Arizona 85021
TRUE-UP NOTICE
The above-captioned Lender hereby gives notice to Clikia Corp., a Nevada corporation (the "Borrower"), pursuant to that certain Convertible Promissory Note made by Borrower in favor of Lender on July 13, 2017 (the "Note"), of True-Up Conversion Shares related to _____________, 201_ (the "Installment Date"). In the event of a conflict between this True-Up Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of True-Up Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.
TRUE-UP CONVERSION SHARES AND CERTIFICATIONS
AS OF THE TRUE-UP DATE

1.      TRUE-UP CONVERSION SHARES
A.      Installment Date: ____________, 201_
B.      True-Up Date: ____________, 201_
C.      Portion of Installment Amount Converted into Common Stock:       _____________
D.      True-Up Conversion Price:  _______________ (lower of (i) Lender Conversion Price in effect and (ii) Market Price as of True-Up Date)
E.      True-Up Conversion Shares:  _______________ (C divided by D)
F.      Installment Conversion Shares Delivered: ________________
G.      True-Up Conversion Shares to be Delivered: ________________ (only applicable if E minus F is greater than zero)
2.      EQUITY CONDITIONS CERTIFICATION (Section to be completed by Borrower)
A.      Market Capitalization:________________
(Check One)
B.      _________ Borrower herby certifies that no Equity Conditions Failure exists as of the applicable True-Up Date.
C.      _________ Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests a waiver from Lender with respect thereto. The Equity Conditions Failure is as follows:
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Sincerely,

Lender:

TYPENEX CO-INVESTMENT, LLC

By: Red Cliffs Investments, Inc., its Manager


        By:
                 John M. Fife, President





EXHIBIT D

Clikia Corp.
8050 North 19th Avenue #241
Phoenix, Arizona 85021


Typenex Co-Investment, LLC      Date: _____________
Attn: John Fife
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601

NOTICE OF EXERCISE
OF BORROWER OFFSET RIGHT

The above-captioned Borrower hereby gives notice to Typenex Co-Investment, LLC, a Utah limited liability company (the "Lender"), pursuant to that certain Convertible Promissory Note made by Borrower in favor of Lender on July 13, 2017 (the "Note"), of Borrower's election to exercise the Borrower Offset Right as set forth below. In the event of a conflict between this Notice of Exercise of Borrower Offset Right and the Note, the Note shall govern. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.

A.      Effective Date of Offset: ____________, 201_
B.      Amount of Offset:        ____________
C.      Secured Investor Note(s) Being Offset:  _______________

* Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Notice of Exercise of Borrower Offset Right and such Transaction Documents.

Sincerely,
Borrower:
CLIKIA CORP.

By:
Name:
Title:



EXHIBIT B

THIS WARRANT AND THE COMMON STOCK ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE HEREUNDER MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR ANY SHARES ISSUABLE HEREUNDER UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CLIKIA CORP. OR ITS TRANSFER AGENT THAT SUCH REGISTRATION IS NOT REQUIRED.

CLIKIA CORP.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

1.      Issuance. For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Initial Cash Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by CLIKIA CORP., a Nevada corporation ("Company"); TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company, its successors and/or registered assigns ("Investor"), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the "Expiration Date"), a number of fully paid and non-assessable shares (the "Warrant Shares") of Company's common stock, par value $0.001 per share (the "Common Stock"), equal to $145,500.00 divided by the Market Price (as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this "Warrant").
This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated July 13, 2017, to which Company and Investor are parties (as the same may be amended from time to time, the "Purchase Agreement"). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise cancelled.
This Warrant was issued to Investor on July 13, 2017 (the "Issue Date"). For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for this Warrant.
2.      Exercise of Warrant.
2.1.    General.
(a)     This Warrant is exercisable in whole or in part at any time and from time to time commencing on the Issue Date and ending on the Expiration Date. Such exercise shall be effectuated by submitting to Company (either by delivery to Company or by email or facsimile transmission) a completed and signed Notice of Exercise substantially in the form attached to this Warrant as Exhibit A (the "Notice of Exercise"). The date a Notice of Exercise is either faxed, emailed or delivered to Company shall be the "Exercise Date," provided that, if such exercise represents the full exercise of the outstanding balance of this Warrant, Investor shall tender this Warrant to Company within five (5) Trading Days thereafter, but only if the Delivery Shares to be delivered pursuant to the Notice of Exercise have been delivered to Investor as of such date. The Notice of Exercise shall be executed by Investor and shall indicate (i) the number of Delivery Shares to be issued pursuant to such exercise, and (ii) if applicable (as provided below), whether the exercise is a cashless exercise.
(b)     Notwithstanding any other provision contained herein or in any other Transaction Document to the contrary, at any time prior to the Expiration Date, Investor may elect a "cashless" exercise of this Warrant for any Warrant Shares whereby Investor shall be entitled to receive a number of shares of Common Stock equal to (i) the excess of the Current Market Value over the aggregate Exercise Price of the Exercise Shares, divided by (ii) the Adjusted Price.
(c)     If the Notice of Exercise form elects a "cash" exercise, the Exercise Price per share of Common Stock for the Delivery Shares shall be payable, at the election of Investor, in cash or by certified or official bank check or by wire transfer in accordance with instructions provided by Company at the request of Investor.
(d)     Upon the appropriate payment to Company, if any, of the Exercise Price for the Delivery Shares, Company shall promptly, but in no case later than the date that is three (3) Trading Days following the date the Exercise Price is paid to Company (or with respect to a "cashless exercise," the date that is three (3) Trading Days following the Exercise Date) (the "Delivery Date"), deliver or cause Company's Transfer Agent to deliver the applicable Delivery Shares electronically via the DWAC system to the account designated by Investor on the Notice of Exercise. If for any reason Company is not able to so deliver the Delivery Shares via the DWAC system, notwithstanding its best efforts to do so, Company shall instead, on or before the applicable date set forth above in this subsection, issue and deliver to Investor or its broker (as designated in the Notice of Exercise), via reputable overnight courier, a certificate, registered in the name of Investor or its designee, representing the applicable number of Delivery Shares. For the avoidance of doubt, Company has not met its obligation to deliver Delivery Shares within the required timeframe set forth above unless Investor or its broker, as applicable, has actually received the Delivery Shares (whether electronically or in certificated form) no later than the close of business on the latest possible delivery date pursuant to the terms set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Company or its Transfer Agent refuses to deliver any Delivery Shares to Investor on grounds that such issuance is in violation of Rule 144 under the 1933 Act (as defined below) ("Rule 144"), Company shall deliver or cause its Transfer Agent to deliver the applicable Delivery Shares to Investor with a restricted securities legend, but otherwise in accordance with the provisions of this Section 2.1(d). In conjunction therewith, Company will also deliver to Investor a written opinion from its counsel or its Transfer Agent's counsel opining as to why the issuance of the applicable Delivery Shares violates Rule 144.
(e)     If Delivery Shares are delivered later than as required under subsection (d) immediately above, Company agrees to pay, in addition to all other remedies available to Investor in the Transaction Documents, a late charge equal to the greater of (i) $500.00 and (ii) 2% of the product of (1) the number of shares of Common Stock not issued to Investor on a timely basis and to which Investor is entitled multiplied by (2) the Closing Trade Price of the Common Stock on the Trading Day immediately preceding the last possible date which Company could have issued such shares of Common Stock to Investor without violating this Warrant, rounded to the nearest multiple of $100.00 (such resulting amount, the "Warrant Share Value") (but in any event the cumulative amount of such late fees for each exercise shall not exceed 200% of the Warrant Share Value), per Trading Day until such Warrant Shares are delivered (the "Late Fees"). Company acknowledges and agrees that the failure to timely deliver Delivery Shares hereunder is a material breach of this Warrant and that the Late Fees are properly charged as liquidated damages to compensate Investor for such breach. Company shall pay any Late Fees incurred under this subsection in immediately available funds upon demand; provided, however, that, so long as the Note is outstanding, at the option of Investor, such amount owed may be added to the principal amount of the Note. Furthermore, in the event that Company fails for any reason to effect delivery of the Delivery Shares as required under subsection (d) immediately above, Investor may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to Company, whereupon Company and Investor shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the Late Fees described above shall be payable through the date notice of revocation or rescission is given to Company. Finally, in the event Company fails to deliver any Delivery Shares to Investor for a period of ninety (90) days from the Delivery Date, Investor may elect, in its sole discretion, to stop the accumulation of the Late Fees as of such date and require Company to pay to Investor a cash amount equal to (i) the total amount of all Late Fees that have accumulated prior to the date of Investor's election, plus (ii) the product of the number of Delivery Shares deliverable to Investor on such date if it were to exercise this Warrant with respect to the remaining number of Exercise Shares as of such date multiplied by the Closing Trade Price of the Common Stock on the Delivery Date (the "Cash Settlement Amount"). At such time as Investor makes an election to require Company to pay to it the Cash Settlement Amount, such obligation of Company shall be a valid and binding obligation of Company and shall for all purposes be deemed to be a debt obligation of Company owed to Investor as of the date it makes such election. Upon Company's payment of the Cash Settlement Amount to Investor, this Warrant shall be deemed to have been satisfied. In addition, and for the avoidance of doubt, even if Company could not deliver the number of Delivery Shares deliverable to Investor if it were to exercise this Warrant with respect to the remaining number of Exercise Shares on the date of repayment due to the provisions of Section 2.2, the provisions of Section 2.2 will not apply with respect to Company's payment of the Cash Settlement Amount.
(f)     Investor shall be deemed to be the holder of the Delivery Shares (not including any Ownership Limitation Shares (as defined below)) issuable to it in accordance with the provisions of this Section 2.1 on the Exercise Date.
2.2.    Ownership Limitation. Notwithstanding anything to the contrary contained in this Warrant or the other Transaction Documents, if at any time Investor shall or would be issued shares of Common Stock, but such issuance would cause Investor (together with its affiliates) to own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date (the "Maximum Percentage"), Company must not issue to Investor shares of Common Stock which would exceed the Maximum Percentage. The shares of Common Stock issuable to Investor that would cause the Maximum Percentage to be exceeded are referred to herein as the "Ownership Limitation Shares". In such event, Company shall reserve the Ownership Limitation Shares for the exclusive benefit of Investor. From time to time, Investor may notify Company in writing of the number of the Ownership Limitation Shares that may be issued to Investor without causing Investor to exceed the Maximum Percentage. Upon receipt of such notice, Company shall be unconditionally obligated to immediately issue such designated shares to Investor, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the foregoing, the term "4.99%" above shall be replaced with "9.99%" at such time as the Market Capitalization is less than $10,000,000.00. Notwithstanding any other provision contained herein, if the term "4.99%" is replaced with "9.99%" pursuant to the preceding sentence, such change to "9.99%" shall be permanent. By written notice to Company, Investor may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Investor.
3.      Mutilation or Loss of Warrant. Upon receipt by Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, Company will execute and deliver to Investor a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.
4.      Rights of Investor. Investor shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder in Company, either at law or in equity, and the rights of Investor with respect to or arising under this Warrant are limited to those expressed in this Warrant and are not enforceable against Company except to the extent set forth herein.
5.      Protection Against Dilution and Other Adjustments.
5.1.    Capital Adjustments. If Company shall at any time prior to the expiration of this Warrant subdivide the Common Stock, by split up or stock split, or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend, the number of Warrant Shares issuable upon the exercise of this Warrant shall forthwith be automatically increased proportionately in the case of a subdivision, split or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price and other applicable amounts, but the aggregate purchase price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 5.1 shall become effective automatically at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.
5.2.    Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock of Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 5.1 above), then Company shall make appropriate provision so that Investor shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of shares of Common Stock as were purchasable by Investor immediately prior to such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of Investor so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per Warrant Share payable hereunder, provided the aggregate purchase price shall remain the same.
5.3.    Subsequent Equity Sales. The provisions of this Section 5.3 shall not be applicable to up to $10,000,000 of Company Common Stock to be offered and sold by Company pursuant to Regulation A of the U.S. Securities and Exchange Commission (the "SEC"), the offering statement or statements on Form 1-A for which offering(s) shall have been filed with the SEC on or before December 31, 2018. If Company or any subsidiary thereof, as applicable, at any time and from time to time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of, sell or issue (or announce any offer, sale, grant or any option to purchase or other disposition of) any Common Stock (including any Common Stock issued under the Note, whether upon any type of conversion or any Deemed Issuance), debt, warrants, options, preferred shares or other instruments or securities which are convertible into or exercisable for shares of Common Stock (together herein referred to as "Equity Securities"), at an effective price per share less than the Exercise Price (such lower price, the "Base Share Price", and any such issuance, a "Dilutive Issuance") (if the holder of the Common Stock or Equity Securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options, or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then (a) the Exercise Price shall be reduced and only reduced to equal the Base Share Price, and (b) the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to an amount equal to the number of Warrant Shares Investor could purchase hereunder for an aggregate Exercise Price, as reduced pursuant to subsection (a) above, equal to the aggregate Exercise Price payable immediately prior to such reduction in Exercise Price, provided that the increase in the number of Exercise Shares issuable under this Warrant made pursuant to this Section 5.3 shall not at any time exceed a number equal to five (5) times the number of Exercise Shares issuable under this Warrant as of the Issue Date (for the avoidance of doubt, the foregoing cap on the number of Exercise Shares issuable hereunder shall only apply to adjustments made pursuant to this Section 5.3 and shall not apply to adjustments made pursuant to Sections 5.1, 5.2 or any other section of this Warrant). Such adjustments shall be made whenever such Common Stock or Equity Securities are issued. Company shall notify Investor, in writing, no later than the Trading Day following the issuance of any Common Stock or Equity Securities subject to this Section 5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, or other pricing terms (such notice, the "Dilutive Issuance Notice"). Dilutive Issuance Notices shall be in the form set forth in Section 6 below. For purposes of clarification, whether or not Company provides a Dilutive Issuance Notice pursuant to this Section 5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance, Investor is entitled to receive the increased number of Warrant Shares provided for in subsection (b) above at an Exercise Price equal to the Base Share Price regardless of whether Investor accurately refers to the Base Share Price in the Notice of Exercise. Additionally, following the occurrence of a Dilutive Issuance, all references in this Warrant to "Warrant Shares" shall be a reference to the Warrant Shares as increased pursuant to subsection (b) above, and all references in this Warrant to "Exercise Price" shall be a reference to the Exercise Price as reduced pursuant to subsection (a) above, as the same may occur from time to time hereunder.
5.4.    Exceptions to Adjustment. Notwithstanding the provisions of Section 5.3, no adjustment to the Exercise Price shall be effected as a result of an Excepted Issuance.
6.      Certificate as to Adjustments. In each case of any adjustment or readjustment in the number or kind of shares issuable on the exercise of this Warrant, or in the Exercise Price, pursuant to the terms hereof, Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by Company for any additional shares of Common Stock issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. Nothing in this Section 6 shall be deemed to limit any other provision contained herein.
7.      Transfer to Comply with the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "1933 Act"). Neither this Warrant nor the Warrant Shares may be sold, transferred, pledged or hypothecated without (a) an effective registration statement under the 1933 Act relating to such security or (b) an opinion of counsel reasonably satisfactory to Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of the Warrant to an affiliate of Investor. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant and any Warrant Shares shall contain a legend, in form and substance satisfactory to counsel for Company, setting forth the restrictions on transfer contained in this Section 7; provided, however, that Company acknowledges and agrees that any such legend shall be removed from all certificates for DTC Eligible Common Stock delivered hereunder as such Common Stock is cleared and converted into electronic shares by the DTC, and nothing contained herein shall be interpreted to the contrary. Upon receipt of a duly executed assignment of this Warrant, Company shall register the transferee thereon as the new holder on the books and records of Company and such transferee shall be deemed a "registered holder" or "registered assign" for all purposes hereunder, and shall have all the rights of Investor under this Warrant. Until this Warrant is transferred on the books of Company, Company may treat Investor as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.
8.      Notices. Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled "Notices" in the Purchase Agreement, the terms of which are incorporated herein by reference.
9.      Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant, together with the Purchase Agreement, contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings with respect to the subject matter hereof and thereof other than as expressly contained herein and therein.
10.     Purchase Agreement; Arbitration of Disputes; Calculation Disputes. This Warrant is subject to the terms, conditions and general provisions of the Purchase Agreement, including without limitation the Arbitration Provisions (as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement. In addition, notwithstanding the Arbitration Provisions, in the case of a dispute as to any Calculation (as defined in the Purchase Agreement), such dispute will be resolved in the manner set forth in the Purchase Agreement.
11.     Governing Law; Venue. This Warrant shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
12.     Waiver of Jury Trial. COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS WARRANT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, COMPANY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.
13.     Remedies. The remedies at law of Investor under this Warrant in the event of any default or threatened default by Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and, without limiting any other remedies available to Investor in the Transaction Documents, at law or equity, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise without the obligation to post a bond.
14.     Liquidated Damages. Company and Investor agree that in the event Company fails to comply with any of the terms or provisions of this Warrant, Investor's damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties' inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Investor and Company agree that any fees or other charges assessed under this Warrant are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Investor's and Company's expectations that any such liquidated damages will tack back to the Issue Date for purposes of determining the holding period under Rule 144.
15.     Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Signatures delivered via facsimile or email shall be considered original signatures for all purposes hereof.
16.     Attorneys' Fees. In the event of any arbitration, litigation or dispute arising from this Warrant, the parties agree that the party who is awarded the most money (which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any party) shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys' fees and expenses paid by said prevailing party in connection with arbitration or litigation without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator's or a court's power to award fees and expenses for frivolous or bad faith pleading.
17.     Severability. Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such provision shall be modified to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant in any other jurisdiction.
18.     Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Warrant.
19.     Descriptive Headings. Descriptive headings of the sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, Company has caused this Warrant to be duly executed by an officer thereunto duly authorized as of the Issue Date.

COMPANY:

CLIKIA CORP.


By: /s/ David Loflin
Printed Name: David Loflin
Title: CEO



ATTACHMENT 1
DEFINITIONS

For purposes of this Warrant, the following terms shall have the following meanings:
A1.     "Adjusted Price" means the lower of (i) the Exercise Price (as such Exercise Price may be adjusted from time to time pursuant to the terms of this Warrant), and (ii) the Market Price.
A2.     "Approved Stock Plan" means any stock option plan which has been approved by the board of directors of Company and is in effect as of the Issue Date, pursuant to which Company's securities may be issued to any employee, officer or director for services provided to Company.
A3.     "Bloomberg" means Bloomberg L.P. (or if that service is not then reporting the relevant information regarding the Common Stock, a comparable reporting service of national reputation selected by Investor and reasonably satisfactory to Company).
A4.     "Closing Bid Price" and "Closing Trade Price" means the last closing bid price and last closing trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market for the Common Stock, the last closing bid price or last trade price, respectively, of the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic bulletin board for the Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for the Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for the Common Stock as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing Trade Price cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually determined by Investor and Company. If Investor and Company are unable to agree upon the fair market value of the Common Stock, then such dispute shall be resolved in accordance with the procedures in the Purchase Agreement governing Calculations. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.
A5.     "Conversion Factor" means 65%, subject to the following adjustments. If at any time the average of the two (2) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.005, then in such event the then-current Conversion Factor shall be permanently reduced by 10% (subject to other reductions set forth in this section). If at any time after the Issue Date, Company is not DTC Eligible, then the then-current Conversion Factor will automatically be permanently reduced by 5%. For example, the first time Company is not DTC Eligible, the Conversion Factor for future exercises thereafter will be reduced from 65% to 60% for purposes of this example.
A6.     "Current Market Value" means an amount equal to the Trade Price multiplied by the number of Exercise Shares specified in the applicable Notice of Exercise.
A7.     "Deemed Issuance" means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms of this Warrant or the Note in the event Company fails to deliver shares of Common Stock as and when required.
A8.     "Delivery Shares" means those shares of Common Stock issuable and deliverable upon the exercise or partial exercise, as the case may be, of this Warrant.
A9.     "DTC" means the Depository Trust Company or any successor thereto.
A10.    "DTC Eligible" means, with respect to the Common Stock, that such Common Stock is eligible to be deposited in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm servicing Investor's brokerage firm for the benefit of Investor.
A11.    "DTC/FAST Program" means the DTC's Fast Automated Securities Transfer program.
A12.    "DWAC" means the DTC's Deposit/Withdrawal at Custodian system.
A13.    "DWAC Eligible" means that (a) Company's Common Stock is eligible at DTC for full services pursuant to DTC's operational arrangements, including without limitation transfer through DTC's DWAC system, (b) Company has been approved (without revocation) by the DTC's underwriting department, (c) Company's transfer agent is approved as an agent in the DTC/FAST Program, (d) the Delivery Shares are otherwise eligible for delivery via DWAC; (e) Company has previously delivered all Delivery Shares to Investor via DWAC; and (f) Company's transfer agent does not have a policy prohibiting or limiting delivery of the Delivery Shares via DWAC.
A14.    "Excepted Issuances" means any shares of Common Stock, options, or convertible securities issued or issuable in connection with any Approved Stock Plan; provided that the option term, exercise price or similar provisions of any issuance pursuant to such Approved Stock Plan are not amended, modified or changed on or after the Issue Date.
A15.    "Exercise Price" means $0.03 per share of Common Stock, as the same may be adjusted from time to time pursuant to the terms and conditions of this Warrant.
A16.    "Exercise Shares" means those Warrant Shares subject to an exercise of this Warrant by Investor. By way of illustration only and without limiting the foregoing, if (i) this Warrant is initially exercisable for 4,180,000 Warrant Shares and Investor has not previously exercised this Warrant, and (ii) Investor were to make a cashless exercise with respect to 5,000 Warrant Shares pursuant to which 6,000 Delivery Shares would be issuable to Investor, then (1) this Warrant shall be deemed to have been exercised with respect to 5,000 Exercise Shares, (2) this Warrant would remain exercisable for 4,175,000 Warrant Shares, and (3) this Warrant shall be deemed to have been exercised with respect to 6,000 Delivery Shares.
A17.    "Market Capitalization" means the product equal to (a) the average VWAP of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on Company's most recently filed Form 10-Q or Form 10-K.
A18.    "Market Price" means the Conversion Factor multiplied by the average of the two (2) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding the applicable date of exercise. By way of example only, if the Conversion Factor were 75% and the average of the two (2) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding the applicable date of exercise were $1.00 then the Market Price would be $0.75 (75% x $1.00).
A19.    "Note" means that certain Convertible Promissory Note issued by Company to Investor pursuant to the Purchase Agreement, as the same may be amended from time to time, and including any promissory note(s) that replace or are exchanged for such referenced promissory note.
A20.    "Trade Price" means the higher of: (i) the Closing Trade Price of the Common Stock on the Issue Date; and (ii) the VWAP of the Common Stock for the Trading Day that is two (2) Trading Days prior to the Exercise Date.
A21.    "Trading Day" means any day the New York Stock Exchange is open for trading.
A22.    "Transaction Documents" means the Purchase Agreement, the Note, this Warrant, and all other documents, certificates, instruments and agreements entered into or delivered in conjunction therewith, as the same may be amended from time to time.
A23.    "VWAP" means the volume-weighted average price of the Common Stock on the principal market for a particular Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.





EXHIBIT A

NOTICE OF EXERCISE OF WARRANT

TO:     CLIKIA CORP.
        ATTN: _______________
VIA FAX TO: (    )______________ EMAIL: ______________

        The undersigned hereby irrevocably elects to exercise the right, represented by Warrant to Purchase Shares of Common Stock dated as of July 13, 2017 (the "Warrant"), to purchase shares of the common stock, $0.001 par value ("Common Stock"), of Clikia Corp., and tenders herewith payment in accordance with Section 2 of the Warrant, as follows:

_______ CASH: $__________________________ = (Exercise Price x Delivery Shares)

_______ Payment is being made by:
        _____           enclosed check
        _____           wire transfer
        _____           other




_______ CASHLESS EXERCISE:

                Net number of Delivery Shares to be issued to Investor: ______*

                * based on:     Current Market Value - (Exercise Price x Exercise Shares)
                                                       Adjusted Price

        Where:
        Trade Price ["TP"]      =       $____________
        Exercise Shares =       _____________
        Current Market Value [TP x Exercise Shares]     =       $____________
        Exercise Price  =       $____________
        Adjusted Price  =       $____________


Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant.

It is the intention of Investor to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on Investor's right to receive shares thereunder. Investor believes this exercise complies with the provisions of such Section 2.2. Nonetheless, to the extent that, pursuant to the exercise effected hereby, Investor would receive more shares of Common Stock than permitted under Section 2.2, Company shall not be obligated and shall not issue to Investor such excess shares until such time, if ever, that Investor could receive such excess shares without violating, and in full compliance with, Section 2.2 of the Warrant.

As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated above.

If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, Investor will surrender (or cause to be surrendered) the Warrant to Company at the address indicated above by express courier within five (5) Trading Days after the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to Investor.

To the extent the Delivery Shares are not able to be delivered to Investor via the DWAC system, please deliver certificates representing the Delivery Shares to Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to:

                        _____________________________________
                        _____________________________________
                        _____________________________________



Dated:  _____________________

___________________________
[Name of Investor]

By:________________________




EXHIBIT C

MEMBERSHIP INTEREST PLEDGE AGREEMENT

This MEMBERSHIP INTEREST PLEDGE AGREEMENT (this "Agreement") is entered into as of July 13, 2017 (the "Effective Date") by and between CLIKIA CORP., a Nevada corporation (the "Secured Party"), and TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company (the "Pledgor").
A.      Pursuant to the terms and conditions of that certain Securities Purchase Agreement of even date herewith by and between the Pledgor and the Secured Party (the "Purchase Agreement"), the Pledgor has issued to Secured Party nine (9) Secured Investor Notes, each in the principal amount of $25,000.00 (collectively, the "Notes").
B.      The Pledgor has agreed to pledge a 40% membership interest in Typenex Medical, LLC, an Illinois limited liability company ("Typenex Medical"), to secure the Pledgor's performance of its obligations under all of the Notes.
C.      The Secured Party is willing to accept the Notes only upon receiving the Pledgor's pledge of such membership interest as set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.      Grant of Security Interest.  The Pledgor hereby pledges to the Secured Party as collateral and security for the Secured Obligations (as defined in Section 2) a 40% membership interest in Typenex Medical (the "Pledged Interest").  The Secured Party shall have the right to exercise the rights and remedies set forth herein and in the Notes if a Payment Default (as defined in the Notes) shall occur.  Such Pledged Interest, together with any additions, replacements, accessions or substitutes therefor or proceeds thereof, are hereinafter referred to collectively as the "Collateral."
2.      Secured Obligations.  During the term hereof, the Collateral shall secure the performance by the Pledgor of all of its payment obligations under each of the Notes (the "Secured Obligations").
3.      Perfection of Security Interests.  The Pledgor hereby authorizes the Secured Party to file and record, as the Pledgor's attorney-in-fact, any financing statements, any carbon, photographic or other reproduction of a financing statement, or other paper that may be necessary in order to create, preserve, perfect or validate any security interest or to enable the Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral.
4.      Representations and Warranties of the Pledgor.  The Pledgor represents and warrants hereby to the Secured Party as follows with respect to the Pledged Interest:
4.1.    Title.  The Pledgor is the sole owner of the Pledged Interest, having good and marketable title thereto; provided, however, that the Pledged Interest may be subject to other liens and encumbrances. The Pledged Interest is subject to the applicable transfer restrictions which may be imposed under the operating agreement of Typenex Medical or other governing documents of Typenex Medical or applicable federal and state securities laws.
4.2.    Binding Effect.  This Agreement constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms (except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws now or hereafter in effect).
5.      Additional Covenants of the Pledgor.  The Pledgor shall pay all taxes, charges, and assessments against the Collateral and do all acts necessary to preserve and maintain the value thereof.
6.      Collection of Distributions and Interest.   During the term of this Agreement and so long as no Payment Default has occurred and is continuing under any of the Notes, the Pledgor is authorized to collect all distributions, interest payments, and other amounts that may be, or may become, due on any of the Collateral.
7.      Voting Rights.  Unless and until the Secured Party has rightfully exercised its rights under this Agreement to foreclose its security interest in the Collateral, the Pledgor shall have the right to exercise any voting rights evidenced by, or relating to, the Collateral.
8.      Secured Party Not a Member or Partner.  The pledge of the Pledged Interest hereunder does not, in and of itself, constitute an assignment of any rights or obligations of the Pledgor as a member in or of Typenex Medical.  The Secured Party is not, in any manner or respect, a member, partner or joint venturer in or with Typenex Medical.
9.      Remedies upon Default. Upon the occurrence and during the continuance of a Payment Default under any of the Notes ("Event of Default"), the Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a Secured Party on default under applicable law (irrespective of whether such applies to the affected items of Collateral).  The Pledgor agrees that, to the extent notice of sale shall be required by law, at least fifteen (15) calendar days' notice to the Pledgor of the time and place of any public sale or the time after which a private sale is to be made shall constitute reasonable notification.
10.     Termination of Agreement and Security Interests.  The Secured Party covenants and agrees that on the earlier of (i) the date on which all of the Notes are repaid in full and (ii) at Pledgor's option, the date that is six (6) months and three (3) days following the Effective Date, or such later date as specified by the Pledgor in its sole discretion (the "Termination Date"), this Agreement and all security interests granted hereunder with respect to the Collateral shall terminate (and all such security interests shall be deemed released).  At the Termination Date, Pledgor, as the Secured Party's attorney-in-fact, shall be authorized to terminate all UCC Financing Statements (Form UCC1) (each a "Financing Statement") filed hereunder by way of filing a UCC Financing Statement Amendment (Form UCC3) with respect to each such Financing Statement, and to take all other action (including making all filings) necessary to reflect that this Agreement and the security interests granted hereunder have terminated.  Any portion of the Collateral held by or on behalf of the Secured Party shall be returned to the Pledgor within five (5) business days of the Termination Date and the Secured Party shall timely execute and deliver to the Pledgor, and file and/or record, as necessary, all such documents as the Pledgor shall reasonably request to evidence the termination of this Agreement and all security interests granted hereunder and the return of the Collateral to the Pledgor.  Notwithstanding any other provision contained herein, all provisions of this Agreement that by their nature are intended to survive the termination of this Agreement shall survive the termination of this Agreement.
11.     Substitution of Collateral. Notwithstanding anything to the contrary herein, the Pledgor may, in the Pledgor's sole discretion, add additional collateral to the Collateral and/or may substitute Collateral as the Pledgor deems fit, provided that the fair market value of the substituted Collateral may not be less than the aggregate principal balance of the Notes as of the date of any such substitution.  Pledgor, as the Secured Party's attorney-in-fact, shall be authorized to file a UCC Financing Statement Amendment (Form UCC3) with respect to each applicable Financing Statement to reflect such substitution of Collateral.  Any portion of the Collateral replaced by the substituted Collateral that is held by or on behalf of the Secured Party shall be returned to the Pledgor within five (5) business days of Pledgor's written notice of substitution, and the Secured Party shall timely execute and deliver to the Pledgor, and file and/or record, as necessary, all such documents as the Pledgor shall reasonably request to evidence such substitution of Collateral.
12.     Application of Collateral Proceeds.  Upon the occurrence and during the continuance of an Event of Default, any cash held by the Secured Party as Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral pursuant to the exercise by the Secured Party of its remedies as a secured creditor as provided in Section 9 shall be paid to and applied as follows:
12.1.   First, to the payment of reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys' fees, incurred or made hereunder by the Secured Party;
12.2.   Second, to the payment to the Secured Party of the amount then owing or unpaid on the Notes (to be applied first to accrued interest and second to outstanding principal); and
12.3.   Third, to the payment of the surplus, if any, to the Pledgor, its assigns, or to whosoever may be lawfully entitled to receive the same.
13.     Expenses.  The Pledgor agrees to pay and reimburse the Secured Party upon demand for all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) that the Secured Party may incur in connection with (a) the custody, use or preservation of, or the sale of, collection from or other realization upon, any of the Collateral, (b) the exercise or enforcement of any rights or remedies granted hereunder, under any of the Notes or otherwise available to it (whether at law, in equity or otherwise), or (c) the failure by the Pledgor to perform or observe any of the provisions hereof.
14.     Choice of Law and Venue.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws.  Each of the parties consents to the exclusive personal jurisdiction of the federal courts whose districts encompass any part of Salt Lake County or the state courts of the State of Utah sitting in Salt Lake County in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper. Nothing in this subsection shall affect or limit any right to serve process in any other manner permitted by law.
15.     Waivers and Amendments.
15.1.   Nonwaiver.  No failure or delay on either party's part in exercising any right hereunder shall operate as a waiver thereof or of any other right nor shall any single or partial exercise of any such right preclude any other further exercise thereof or of any other right.
15.2.   Amendments and Waivers.  This Agreement may not be amended or modified, nor may any of its terms be waived, except by written instruments signed by the Pledgor and the Secured Party.  Each waiver or consent under any provision hereof shall be effective only in the specific instances for the purpose for which given.
16.     Notices.  Unless otherwise provided for herein, all notices, requests, demands, claims and other communications hereunder shall be given in accordance with the subsection of the Purchase Agreement titled "Notices."  Either party may change the address to which notices, requests, demands, claims or other communications hereunder are to be delivered by providing notice thereof in the manner set forth in the Purchase Agreement.
17.     Headings. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement or be given any substantive effect.
18.     Attorneys' Fees.  Without limiting any other provision contained herein, in the event of any action at law or in equity to enforce or interpret the terms of this Agreement, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys' fees and expenses paid by such prevailing party in connection with the litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses.  Nothing herein shall restrict or impair a court's power to award fees and expenses for frivolous or bad faith pleading.
19.     Construction and Interpretation. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and each party has been represented by its or its own legal counsel. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
20.     Successor and Assigns; Assignment.  The terms and provisions of this Agreement shall be binding upon, and, subject to the provisions of this Section, the benefits thereof shall insure to, the parties hereto and their respective successors and assigns; provided, however, that the rights, interests or obligations of the Secured Party hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Secured Party without the prior written consent of the Pledgor, which consent may be withheld at the sole discretion of the Pledgor; provided, however, that in the case of a merger, sale of substantially all of the Secured Party's assets or other corporate reorganization, the Pledgor shall not unreasonably withhold, condition or delay such consent.
21.     Severability.   If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted by law and the balance of this Agreement shall remain in full force and effect.
22.     Entire Agreement.  This Agreement, together with the Purchase Agreement and Notes and all other Transaction Documents (as defined in the Purchase Agreement), constitute and contain the entire agreement between the Secured Party and the Pledgor and supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
23.     Counterparts; Facsimile Execution.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same Agreement.  Delivery of an executed counterpart of this Agreement by facsimile or email shall be equally as effective as delivery of an original executed counterpart of this Agreement.
24.     Purchase Agreement; Arbitration of Disputes. By executing this Agreement, each party agrees to be bound by the terms, conditions and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions (as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.

IN WITNESS WHEREOF, the Pledgor and the Secured Party have caused this Agreement to be duly executed and delivered by their officers thereunto, as applicable, duly authorized as of the date first written above.
PLEDGOR:

TYPENEX CO-INVESTMENT, LLC

By: Red Cliffs Investments, Inc., its Manager


        By: /s/ John M. Fife
                John M. Fife, President



SECURED PARTY:

CLIKIA CORP.


By: /s/ David Loflin
Printed Name: David Loflin
Title: CEO






EXHIBIT D

ALLOCATION OF PURCHASE PRICE

Purchase Price                  Note Tranche            OID/Transaction Expense         Warrant
Initial Cash Purchase Price     Initial Tranche         $8,500.00                       Warrant
Secured Investor Note #1                Subsequent Tranche #1   $2,500.00
Secured Investor Note #2                Subsequent Tranche #2   $2,500.00
Secured Investor Note #3                Subsequent Tranche #3   $2,500.00
Secured Investor Note #4                Subsequent Tranche #4   $2,500.00
Secured Investor Note #5                Subsequent Tranche #5   $2,500.00
Secured Investor Note #6                Subsequent Tranche #6   $2,500.00
Secured Investor Note #7                Subsequent Tranche #7   $2,500.00
Secured Investor Note #8                Subsequent Tranche #8   $2,500.00
Secured Investor Note #9                Subsequent Tranche #9   $2,500.00




EXHIBIT E-1

THIS NOTE (AS DEFINED BELOW) MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR (AS DEFINED BELOW). THIS NOTE IS SUBJECT TO A RIGHT OF OFFSET IN FAVOR OF INVESTOR UPON THE OCCURRENCE OF CERTAIN EVENTS AS SET FORTH IN MORE DETAIL IN SECTION 6 BELOW.

$25,000.00      State of Utah
July 13, 2017

SECURED INVESTOR NOTE #1

FOR VALUE RECEIVED, TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company ("Investor"), hereby promises to pay to CLIKIA CORP., a Nevada corporation ("Company", and together with Investor, the "Parties"), the principal sum of $25,000.00 together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder, all as set forth below in this Secured Investor Note #1 (this "Note"). This Note is issued pursuant to that certain Securities Purchase Agreement of even date herewith, entered into by and between Investor and Company (as the same may be amended from time to time, the "Purchase Agreement"), pursuant to which Company issued to Investor that certain Convertible Promissory Note in the principal amount of $291,000.00 (as the same may be amended from time to time, the "Company Note") convertible into shares of Company's Common Stock. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
1.      Principal and Interest. Interest shall accrue on the unpaid principal balance and any unpaid late fees or other fees under this Note at a rate of ten percent (10%) per annum until the full amount of the principal and fees has been paid. Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed. Notwithstanding any provision to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under applicable law, as provided in Section 12 below. The entire unpaid principal balance and all accrued and unpaid interest, if any, under this Note, shall be due and payable on the date that is fifteen (15) months from the date hereof (the "Secured Investor Note Maturity Date"); provided, however, that Investor may elect, in its sole discretion, to extend the Secured Investor Note Maturity Date for up to thirty (30) days by delivering written notice of such election to Company at any time prior to the Secured Investor Note Maturity Date.
2.      Payment. Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Secured Investor Note Maturity Date. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Payment of principal and interest hereunder shall be delivered to Company at the address furnished to Investor for that purpose.
3.      Prepayment by Investor. Investor may, with Company's consent, pay, without penalty, all or any portion of the outstanding balance along with any accrued but unpaid interest on this Note at any time prior to the Secured Investor Note Maturity Date.
4.      Security; Collateral. The payment of this Note (and all the other Secured Investor Notes (as defined in the Purchase Agreement)) shall be secured by that certain Membership Interest Pledge Agreement of even date herewith (as the same may be amended from time to time, the "Pledge Agreement") executed by Investor, as Pledgor, in favor of Company, as Secured Party, whereby Investor has pledged as collateral its 40% membership interest in Typenex Medical, LLC, an Illinois limited liability company, as more specifically set forth in the Pledge Agreement. All the terms and conditions of the Pledge Agreement are hereby incorporated into and made a part of this Note.
5.      Release. Company covenants and agrees that in the event that this Note is secured by Collateral, Company shall timely execute any and all documents necessary or advisable in order to release such security interest and Collateral to Investor, or Investor's designee, upon the earlier of (i) the date this Note is paid in full and (ii) the date that is six (6) months and three (3) days following the date such Collateral is given as security for this Note, or such later date as determined in the sole discretion of Investor (the "Release Date"). For the avoidance of doubt, as of the date hereof, there is no collateral securing this Note, and after the Release Date, as applicable, there shall be no collateral securing this Note.
6.      Right of Offset. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, in the event (i) of the occurrence of any Event of Default (as defined in the Company Note) under the Company Note or any other note issued by Company in connection with the Purchase Agreement, (ii) of a breach of any material term, condition, representation, warranty, covenant or obligation of Company under any Transaction Document, or (iii) Company sells, transfers, assigns, pledges or hypothecates this Note, or attempts to do any of the foregoing, whether voluntarily or involuntarily, Investor shall be entitled to deduct and offset any amount owing by Company under the Company Note from any amount owed by Investor under this Note (the "Investor Offset Right"), provided that if any of the foregoing events occur and Investor has not yet exercised the Investor Offset Right, the Investor Offset Right shall be automatically exercised on the date that is thirty (30) days prior to the Secured Investor Note Maturity Date (an "Automatic Offset"). Other than with respect to an Automatic Offset, Investor may only elect to exercise the Investor Offset Right by delivering to Company an offset notice in a form substantially similar to Exhibit D to the Company Note or another form of Investor's choosing. In the event that Investor's exercise of the Investor Offset Right under this Section 6 results in the full satisfaction of Investor's obligations under this Note, then Company shall return this Note to Investor for cancellation or, in the event this Note has been lost, stolen or destroyed, Company shall provide Investor with a lost note affidavit in a form reasonably acceptable to Investor.
7.      Default. If any of the events specified below shall occur (each, an "Secured Investor Note Default"), Company may declare the unpaid principal balance under this Note, together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder immediately due and payable, by notice in writing to Investor. If any default, other than a Payment Default (as defined below), is curable, then the default may be cured (and no Secured Investor Note Default will have occurred) if Investor, after receiving written notice from Company demanding cure of such default, either (i) cures the default within fifteen (15) days of the receipt of such notice, or (ii) if the cure requires more than fifteen (15) days, immediately initiates steps that Company deems in Company's reasonable discretion to be sufficient to cure the default and thereafter diligently continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Each of the following events shall constitute an Secured Investor Note Default:
7.1.    Failure to Pay. Investor's failure to make any payment when due and payable under this Note (a "Payment Default");
7.2.    Breaches of Covenants. Investor's failure to observe or perform any other covenant, obligation, condition or agreement contained in this Note;
7.3.    Representations and Warranties. If any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of Investor to Company in writing in connection with this Note or any of the other Transaction Documents, or as an inducement to Company to enter into the Purchase Agreement, shall be false or misleading in any material respect when made or furnished; and
7.4.    Involuntary Bankruptcy. If any involuntary petition is filed under any bankruptcy or similar law or rule against Investor, and such petition is not dismissed within sixty (60) days, or a receiver, trustee, liquidator, assignee, custodian, sequestrator or other similar official is appointed to take possession of any of the assets or properties of Investor.
8.      Binding Effect; Assignment. This Note shall be binding on the Parties and their respective heirs, successors, and assigns; provided, however, that neither Party shall assign any of its rights hereunder without the prior written consent of the other Party, except that Investor may assign this Note to any of its Affiliates without the prior written consent of Company and, furthermore, Company agrees that it shall not unreasonably withhold, condition or delay its consent to any other assignment of this Note by Investor.
9.      Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
10.     Purchase Agreement; Arbitration of Disputes. By acceptance of this Note, each Party agrees to be bound by the applicable terms, conditions and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions attached as an exhibit to the Purchase Agreement.
11.     Customer Identification-USA Patriot Act Notice. Company hereby notifies Investor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the "Act"), and Company's policies and practices, Company is required to obtain, verify and record certain information and documentation that identifies Investor, which information includes the name and address of Investor and such other information that will allow Company to identify Investor in accordance with the Act.
12.     Lawful Interest. It being the intention of Company and Investor to comply with all applicable laws with regard to the interest charged hereunder, it is agreed that, notwithstanding any provision to the contrary in this Note or any of the other Transaction Documents, no such provision, including without limitation any provision of this Note providing for the payment of interest or other charges, shall require the payment or permit the collection of any amount in excess of the maximum amount of interest permitted by law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the indebtedness evidenced by this Note or by any extension or renewal hereof ("Excess Interest"). If any Excess Interest is provided for, or is adjudicated to be provided for, in this Note, then in such event:
12.1.   the provisions of this Section 12 shall govern and control;
12.2.   Investor shall not be obligated to pay any Excess Interest;
12.3.   any Excess Interest that Company may have received hereunder shall, at the option of Company, be (i) applied as a credit against the principal balance due under this Note or the accrued and unpaid interest thereon not to exceed the maximum amount permitted by law, or both, (ii) refunded to Investor, or (iii) any combination of the foregoing;
12.4.   the applicable interest rate or rates shall be automatically subject to reduction to the maximum lawful rate allowed to be contracted for in writing under the applicable governing usury laws, and this Note and the Transaction Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in such interest rate or rates; and
12.5.   Investor shall not have any action or remedy against Company for any damages whatsoever or any defense to enforcement of this Note or arising out of the payment or collection of any Excess Interest.
13.     Pronouns. Regardless of their form, all words used in this Note shall be deemed singular or plural and shall have the gender as required by the text.
14.     Headings. The various headings used in this Note as headings for sections or otherwise are for convenience and reference only and shall not be used in interpreting the text of the section in which they appear and shall not limit or otherwise affect the meanings thereof.
15.     Time is of the Essence. Time is of the essence with this Note.
16.     Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of the Parties to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
17.     Attorneys' Fees. If any arbitration or action at law or in equity is necessary to enforce this Note or to collect payment under this Note, Company shall be entitled to recover reasonable attorneys' fees directly related to such enforcement or collection actions.
18.     Amendments and Waivers; Remedies. No failure or delay on the part of either Party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to either Party hereto at law, in equity or otherwise. Any amendment, supplement or modification of or to any provision of this Note, any waiver of any provision of this Note, and any consent to any departure by either Party from the terms of any provision of this Note, shall be effective (i) only if it is made or given in writing and signed by Investor and Company and (ii) only in the specific instance and for the specific purpose for which made or given.
19.     Notices. Unless otherwise provided for herein, all notices, requests, demands, claims and other communications hereunder shall be given in accordance with the subsection of the Purchase Agreement titled "Notices." Either Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by providing notice thereof in the manner set forth in the Purchase Agreement.
20.     Final Note. This Note, together with the other Transaction Documents, contains the complete understanding and agreement of Investor and Company and supersedes all prior representations, warranties, agreements, arrangements, understandings, and negotiations of Investor and Company with respect to the subject matter of the Transaction Documents. THIS NOTE, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
21.     Waiver of Jury Trial. EACH OF INVESTOR AND COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY'S RIGHT TO DEMAND TRIAL BY JURY.
[Remainder of page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Note as of the date set forth above.

                                                INVESTOR:
                                                TYPENEX CO-INVESTMENT, LLC
By: Red Cliffs Investments, Inc., its Manager


        By: /s/ John M. Fife
                 John M. Fife, President





ACKNOWLEDGED, ACCEPTED AND AGREED:
COMPANY:
CLIKIA CORP.

By: /s/ David Loflin
Name: David Loflin
Title: CEO





EXHIBIT E-2

THIS NOTE (AS DEFINED BELOW) MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR (AS DEFINED BELOW). THIS NOTE IS SUBJECT TO A RIGHT OF OFFSET IN FAVOR OF INVESTOR UPON THE OCCURRENCE OF CERTAIN EVENTS AS SET FORTH IN MORE DETAIL IN SECTION 6 BELOW.

$25,000.00      State of Utah
July 13, 2017

SECURED INVESTOR NOTE #2

FOR VALUE RECEIVED, TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company ("Investor"), hereby promises to pay to CLIKIA CORP., a Nevada corporation ("Company", and together with Investor, the "Parties"), the principal sum of $25,000.00 together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder, all as set forth below in this Secured Investor Note #1 (this "Note"). This Note is issued pursuant to that certain Securities Purchase Agreement of even date herewith, entered into by and between Investor and Company (as the same may be amended from time to time, the "Purchase Agreement"), pursuant to which Company issued to Investor that certain Convertible Promissory Note in the principal amount of $291,000.00 (as the same may be amended from time to time, the "Company Note") convertible into shares of Company's Common Stock. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
1.      Principal and Interest. Interest shall accrue on the unpaid principal balance and any unpaid late fees or other fees under this Note at a rate of ten percent (10%) per annum until the full amount of the principal and fees has been paid. Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed. Notwithstanding any provision to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under applicable law, as provided in Section 12 below. The entire unpaid principal balance and all accrued and unpaid interest, if any, under this Note, shall be due and payable on the date that is fifteen (15) months from the date hereof (the "Secured Investor Note Maturity Date"); provided, however, that Investor may elect, in its sole discretion, to extend the Secured Investor Note Maturity Date for up to thirty (30) days by delivering written notice of such election to Company at any time prior to the Secured Investor Note Maturity Date.
2.      Payment. Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Secured Investor Note Maturity Date. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Payment of principal and interest hereunder shall be delivered to Company at the address furnished to Investor for that purpose.
3.      Prepayment by Investor. Investor may, with Company's consent, pay, without penalty, all or any portion of the outstanding balance along with any accrued but unpaid interest on this Note at any time prior to the Secured Investor Note Maturity Date.
4.      Security; Collateral. The payment of this Note (and all the other Secured Investor Notes (as defined in the Purchase Agreement)) shall be secured by that certain Membership Interest Pledge Agreement of even date herewith (as the same may be amended from time to time, the "Pledge Agreement") executed by Investor, as Pledgor, in favor of Company, as Secured Party, whereby Investor has pledged as collateral its 40% membership interest in Typenex Medical, LLC, an Illinois limited liability company, as more specifically set forth in the Pledge Agreement. All the terms and conditions of the Pledge Agreement are hereby incorporated into and made a part of this Note.
5.      Release. Company covenants and agrees that in the event that this Note is secured by Collateral, Company shall timely execute any and all documents necessary or advisable in order to release such security interest and Collateral to Investor, or Investor's designee, upon the earlier of (i) the date this Note is paid in full and (ii) the date that is six (6) months and three (3) days following the date such Collateral is given as security for this Note, or such later date as determined in the sole discretion of Investor (the "Release Date"). For the avoidance of doubt, as of the date hereof, there is no collateral securing this Note, and after the Release Date, as applicable, there shall be no collateral securing this Note.
6.      Right of Offset. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, in the event (i) of the occurrence of any Event of Default (as defined in the Company Note) under the Company Note or any other note issued by Company in connection with the Purchase Agreement, (ii) of a breach of any material term, condition, representation, warranty, covenant or obligation of Company under any Transaction Document, or (iii) Company sells, transfers, assigns, pledges or hypothecates this Note, or attempts to do any of the foregoing, whether voluntarily or involuntarily, Investor shall be entitled to deduct and offset any amount owing by Company under the Company Note from any amount owed by Investor under this Note (the "Investor Offset Right"), provided that if any of the foregoing events occur and Investor has not yet exercised the Investor Offset Right, the Investor Offset Right shall be automatically exercised on the date that is thirty (30) days prior to the Secured Investor Note Maturity Date (an "Automatic Offset"). Other than with respect to an Automatic Offset, Investor may only elect to exercise the Investor Offset Right by delivering to Company an offset notice in a form substantially similar to Exhibit D to the Company Note or another form of Investor's choosing. In the event that Investor's exercise of the Investor Offset Right under this Section 6 results in the full satisfaction of Investor's obligations under this Note, then Company shall return this Note to Investor for cancellation or, in the event this Note has been lost, stolen or destroyed, Company shall provide Investor with a lost note affidavit in a form reasonably acceptable to Investor.
7.      Default. If any of the events specified below shall occur (each, an "Secured Investor Note Default"), Company may declare the unpaid principal balance under this Note, together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder immediately due and payable, by notice in writing to Investor. If any default, other than a Payment Default (as defined below), is curable, then the default may be cured (and no Secured Investor Note Default will have occurred) if Investor, after receiving written notice from Company demanding cure of such default, either (i) cures the default within fifteen (15) days of the receipt of such notice, or (ii) if the cure requires more than fifteen (15) days, immediately initiates steps that Company deems in Company's reasonable discretion to be sufficient to cure the default and thereafter diligently continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Each of the following events shall constitute an Secured Investor Note Default:
7.1.    Failure to Pay. Investor's failure to make any payment when due and payable under this Note (a "Payment Default");
7.2.    Breaches of Covenants. Investor's failure to observe or perform any other covenant, obligation, condition or agreement contained in this Note;
7.3.    Representations and Warranties. If any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of Investor to Company in writing in connection with this Note or any of the other Transaction Documents, or as an inducement to Company to enter into the Purchase Agreement, shall be false or misleading in any material respect when made or furnished; and
7.4.    Involuntary Bankruptcy. If any involuntary petition is filed under any bankruptcy or similar law or rule against Investor, and such petition is not dismissed within sixty (60) days, or a receiver, trustee, liquidator, assignee, custodian, sequestrator or other similar official is appointed to take possession of any of the assets or properties of Investor.
8.      Binding Effect; Assignment. This Note shall be binding on the Parties and their respective heirs, successors, and assigns; provided, however, that neither Party shall assign any of its rights hereunder without the prior written consent of the other Party, except that Investor may assign this Note to any of its Affiliates without the prior written consent of Company and, furthermore, Company agrees that it shall not unreasonably withhold, condition or delay its consent to any other assignment of this Note by Investor.
9.      Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
10.     Purchase Agreement; Arbitration of Disputes. By acceptance of this Note, each Party agrees to be bound by the applicable terms, conditions and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions attached as an exhibit to the Purchase Agreement.
11.     Customer Identification-USA Patriot Act Notice. Company hereby notifies Investor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the "Act"), and Company's policies and practices, Company is required to obtain, verify and record certain information and documentation that identifies Investor, which information includes the name and address of Investor and such other information that will allow Company to identify Investor in accordance with the Act.
12.     Lawful Interest. It being the intention of Company and Investor to comply with all applicable laws with regard to the interest charged hereunder, it is agreed that, notwithstanding any provision to the contrary in this Note or any of the other Transaction Documents, no such provision, including without limitation any provision of this Note providing for the payment of interest or other charges, shall require the payment or permit the collection of any amount in excess of the maximum amount of interest permitted by law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the indebtedness evidenced by this Note or by any extension or renewal hereof ("Excess Interest"). If any Excess Interest is provided for, or is adjudicated to be provided for, in this Note, then in such event:
12.1.   the provisions of this Section 12 shall govern and control;
12.2.   Investor shall not be obligated to pay any Excess Interest;
12.3.   any Excess Interest that Company may have received hereunder shall, at the option of Company, be (i) applied as a credit against the principal balance due under this Note or the accrued and unpaid interest thereon not to exceed the maximum amount permitted by law, or both, (ii) refunded to Investor, or (iii) any combination of the foregoing;
12.4.   the applicable interest rate or rates shall be automatically subject to reduction to the maximum lawful rate allowed to be contracted for in writing under the applicable governing usury laws, and this Note and the Transaction Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in such interest rate or rates; and
12.5.   Investor shall not have any action or remedy against Company for any damages whatsoever or any defense to enforcement of this Note or arising out of the payment or collection of any Excess Interest.
13.     Pronouns. Regardless of their form, all words used in this Note shall be deemed singular or plural and shall have the gender as required by the text.
14.     Headings. The various headings used in this Note as headings for sections or otherwise are for convenience and reference only and shall not be used in interpreting the text of the section in which they appear and shall not limit or otherwise affect the meanings thereof.
15.     Time is of the Essence. Time is of the essence with this Note.
16.     Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of the Parties to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
17.     Attorneys' Fees. If any arbitration or action at law or in equity is necessary to enforce this Note or to collect payment under this Note, Company shall be entitled to recover reasonable attorneys' fees directly related to such enforcement or collection actions.
18.     Amendments and Waivers; Remedies. No failure or delay on the part of either Party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to either Party hereto at law, in equity or otherwise. Any amendment, supplement or modification of or to any provision of this Note, any waiver of any provision of this Note, and any consent to any departure by either Party from the terms of any provision of this Note, shall be effective (i) only if it is made or given in writing and signed by Investor and Company and (ii) only in the specific instance and for the specific purpose for which made or given.
19.     Notices. Unless otherwise provided for herein, all notices, requests, demands, claims and other communications hereunder shall be given in accordance with the subsection of the Purchase Agreement titled "Notices." Either Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by providing notice thereof in the manner set forth in the Purchase Agreement.
20.     Final Note. This Note, together with the other Transaction Documents, contains the complete understanding and agreement of Investor and Company and supersedes all prior representations, warranties, agreements, arrangements, understandings, and negotiations of Investor and Company with respect to the subject matter of the Transaction Documents. THIS NOTE, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
21.     Waiver of Jury Trial. EACH OF INVESTOR AND COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY'S RIGHT TO DEMAND TRIAL BY JURY.
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IN WITNESS WHEREOF, the Parties have executed this Note as of the date set forth above.

                                                INVESTOR:
                                                TYPENEX CO-INVESTMENT, LLC
By: Red Cliffs Investments, Inc., its Manager


        By: /s/ John M. Fife
                 John M. Fife, President




ACKNOWLEDGED, ACCEPTED AND AGREED:
COMPANY:
CLIKIA CORP.

By: /s/ David Loflin
Name: David Loflin
Title: CEO




EXHIBIT E-3

THIS NOTE (AS DEFINED BELOW) MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR (AS DEFINED BELOW). THIS NOTE IS SUBJECT TO A RIGHT OF OFFSET IN FAVOR OF INVESTOR UPON THE OCCURRENCE OF CERTAIN EVENTS AS SET FORTH IN MORE DETAIL IN SECTION 6 BELOW.

$25,000.00      State of Utah
July 13, 2017

SECURED INVESTOR NOTE #3

FOR VALUE RECEIVED, TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company ("Investor"), hereby promises to pay to CLIKIA CORP., a Nevada corporation ("Company", and together with Investor, the "Parties"), the principal sum of $25,000.00 together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder, all as set forth below in this Secured Investor Note #1 (this "Note"). This Note is issued pursuant to that certain Securities Purchase Agreement of even date herewith, entered into by and between Investor and Company (as the same may be amended from time to time, the "Purchase Agreement"), pursuant to which Company issued to Investor that certain Convertible Promissory Note in the principal amount of $291,000.00 (as the same may be amended from time to time, the "Company Note") convertible into shares of Company's Common Stock. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
1.      Principal and Interest. Interest shall accrue on the unpaid principal balance and any unpaid late fees or other fees under this Note at a rate of ten percent (10%) per annum until the full amount of the principal and fees has been paid. Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed. Notwithstanding any provision to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under applicable law, as provided in Section 12 below. The entire unpaid principal balance and all accrued and unpaid interest, if any, under this Note, shall be due and payable on the date that is fifteen (15) months from the date hereof (the "Secured Investor Note Maturity Date"); provided, however, that Investor may elect, in its sole discretion, to extend the Secured Investor Note Maturity Date for up to thirty (30) days by delivering written notice of such election to Company at any time prior to the Secured Investor Note Maturity Date.
2.      Payment. Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Secured Investor Note Maturity Date. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Payment of principal and interest hereunder shall be delivered to Company at the address furnished to Investor for that purpose.
3.      Prepayment by Investor. Investor may, with Company's consent, pay, without penalty, all or any portion of the outstanding balance along with any accrued but unpaid interest on this Note at any time prior to the Secured Investor Note Maturity Date.
4.      Security; Collateral. The payment of this Note (and all the other Secured Investor Notes (as defined in the Purchase Agreement)) shall be secured by that certain Membership Interest Pledge Agreement of even date herewith (as the same may be amended from time to time, the "Pledge Agreement") executed by Investor, as Pledgor, in favor of Company, as Secured Party, whereby Investor has pledged as collateral its 40% membership interest in Typenex Medical, LLC, an Illinois limited liability company, as more specifically set forth in the Pledge Agreement. All the terms and conditions of the Pledge Agreement are hereby incorporated into and made a part of this Note.
5.      Release. Company covenants and agrees that in the event that this Note is secured by Collateral, Company shall timely execute any and all documents necessary or advisable in order to release such security interest and Collateral to Investor, or Investor's designee, upon the earlier of (i) the date this Note is paid in full and (ii) the date that is six (6) months and three (3) days following the date such Collateral is given as security for this Note, or such later date as determined in the sole discretion of Investor (the "Release Date"). For the avoidance of doubt, as of the date hereof, there is no collateral securing this Note, and after the Release Date, as applicable, there shall be no collateral securing this Note.
6.      Right of Offset. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, in the event (i) of the occurrence of any Event of Default (as defined in the Company Note) under the Company Note or any other note issued by Company in connection with the Purchase Agreement, (ii) of a breach of any material term, condition, representation, warranty, covenant or obligation of Company under any Transaction Document, or (iii) Company sells, transfers, assigns, pledges or hypothecates this Note, or attempts to do any of the foregoing, whether voluntarily or involuntarily, Investor shall be entitled to deduct and offset any amount owing by Company under the Company Note from any amount owed by Investor under this Note (the "Investor Offset Right"), provided that if any of the foregoing events occur and Investor has not yet exercised the Investor Offset Right, the Investor Offset Right shall be automatically exercised on the date that is thirty (30) days prior to the Secured Investor Note Maturity Date (an "Automatic Offset"). Other than with respect to an Automatic Offset, Investor may only elect to exercise the Investor Offset Right by delivering to Company an offset notice in a form substantially similar to Exhibit D to the Company Note or another form of Investor's choosing. In the event that Investor's exercise of the Investor Offset Right under this Section 6 results in the full satisfaction of Investor's obligations under this Note, then Company shall return this Note to Investor for cancellation or, in the event this Note has been lost, stolen or destroyed, Company shall provide Investor with a lost note affidavit in a form reasonably acceptable to Investor.
7.      Default. If any of the events specified below shall occur (each, an "Secured Investor Note Default"), Company may declare the unpaid principal balance under this Note, together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder immediately due and payable, by notice in writing to Investor. If any default, other than a Payment Default (as defined below), is curable, then the default may be cured (and no Secured Investor Note Default will have occurred) if Investor, after receiving written notice from Company demanding cure of such default, either (i) cures the default within fifteen (15) days of the receipt of such notice, or (ii) if the cure requires more than fifteen (15) days, immediately initiates steps that Company deems in Company's reasonable discretion to be sufficient to cure the default and thereafter diligently continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Each of the following events shall constitute an Secured Investor Note Default:
7.1.    Failure to Pay. Investor's failure to make any payment when due and payable under this Note (a "Payment Default");
7.2.    Breaches of Covenants. Investor's failure to observe or perform any other covenant, obligation, condition or agreement contained in this Note;
7.3.    Representations and Warranties. If any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of Investor to Company in writing in connection with this Note or any of the other Transaction Documents, or as an inducement to Company to enter into the Purchase Agreement, shall be false or misleading in any material respect when made or furnished; and
7.4.    Involuntary Bankruptcy. If any involuntary petition is filed under any bankruptcy or similar law or rule against Investor, and such petition is not dismissed within sixty (60) days, or a receiver, trustee, liquidator, assignee, custodian, sequestrator or other similar official is appointed to take possession of any of the assets or properties of Investor.
8.      Binding Effect; Assignment. This Note shall be binding on the Parties and their respective heirs, successors, and assigns; provided, however, that neither Party shall assign any of its rights hereunder without the prior written consent of the other Party, except that Investor may assign this Note to any of its Affiliates without the prior written consent of Company and, furthermore, Company agrees that it shall not unreasonably withhold, condition or delay its consent to any other assignment of this Note by Investor.
9.      Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
10.     Purchase Agreement; Arbitration of Disputes. By acceptance of this Note, each Party agrees to be bound by the applicable terms, conditions and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions attached as an exhibit to the Purchase Agreement.
11.     Customer Identification-USA Patriot Act Notice. Company hereby notifies Investor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the "Act"), and Company's policies and practices, Company is required to obtain, verify and record certain information and documentation that identifies Investor, which information includes the name and address of Investor and such other information that will allow Company to identify Investor in accordance with the Act.
12.     Lawful Interest. It being the intention of Company and Investor to comply with all applicable laws with regard to the interest charged hereunder, it is agreed that, notwithstanding any provision to the contrary in this Note or any of the other Transaction Documents, no such provision, including without limitation any provision of this Note providing for the payment of interest or other charges, shall require the payment or permit the collection of any amount in excess of the maximum amount of interest permitted by law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the indebtedness evidenced by this Note or by any extension or renewal hereof ("Excess Interest"). If any Excess Interest is provided for, or is adjudicated to be provided for, in this Note, then in such event:
12.1.   the provisions of this Section 12 shall govern and control;
12.2.   Investor shall not be obligated to pay any Excess Interest;
12.3.   any Excess Interest that Company may have received hereunder shall, at the option of Company, be (i) applied as a credit against the principal balance due under this Note or the accrued and unpaid interest thereon not to exceed the maximum amount permitted by law, or both, (ii) refunded to Investor, or (iii) any combination of the foregoing;
12.4.   the applicable interest rate or rates shall be automatically subject to reduction to the maximum lawful rate allowed to be contracted for in writing under the applicable governing usury laws, and this Note and the Transaction Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in such interest rate or rates; and
12.5.   Investor shall not have any action or remedy against Company for any damages whatsoever or any defense to enforcement of this Note or arising out of the payment or collection of any Excess Interest.
13.     Pronouns. Regardless of their form, all words used in this Note shall be deemed singular or plural and shall have the gender as required by the text.
14.     Headings. The various headings used in this Note as headings for sections or otherwise are for convenience and reference only and shall not be used in interpreting the text of the section in which they appear and shall not limit or otherwise affect the meanings thereof.
15.     Time is of the Essence. Time is of the essence with this Note.
16.     Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of the Parties to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
17.     Attorneys' Fees. If any arbitration or action at law or in equity is necessary to enforce this Note or to collect payment under this Note, Company shall be entitled to recover reasonable attorneys' fees directly related to such enforcement or collection actions.
18.     Amendments and Waivers; Remedies. No failure or delay on the part of either Party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to either Party hereto at law, in equity or otherwise. Any amendment, supplement or modification of or to any provision of this Note, any waiver of any provision of this Note, and any consent to any departure by either Party from the terms of any provision of this Note, shall be effective (i) only if it is made or given in writing and signed by Investor and Company and (ii) only in the specific instance and for the specific purpose for which made or given.
19.     Notices. Unless otherwise provided for herein, all notices, requests, demands, claims and other communications hereunder shall be given in accordance with the subsection of the Purchase Agreement titled "Notices." Either Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by providing notice thereof in the manner set forth in the Purchase Agreement.
20.     Final Note. This Note, together with the other Transaction Documents, contains the complete understanding and agreement of Investor and Company and supersedes all prior representations, warranties, agreements, arrangements, understandings, and negotiations of Investor and Company with respect to the subject matter of the Transaction Documents. THIS NOTE, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
21.     Waiver of Jury Trial. EACH OF INVESTOR AND COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY'S RIGHT TO DEMAND TRIAL BY JURY.
[Remainder of page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Note as of the date set forth above.

                                                INVESTOR:
                                                TYPENEX CO-INVESTMENT, LLC
By: Red Cliffs Investments, Inc., its Manager


        By: /s/ John M. Fife
                 John M. Fife, President





ACKNOWLEDGED, ACCEPTED AND AGREED:
COMPANY:
CLIKIA CORP.

By: /s/ David Loflin
Name: David Loflin
Title: CEO




EXHIBIT E-4

THIS NOTE (AS DEFINED BELOW) MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR (AS DEFINED BELOW). THIS NOTE IS SUBJECT TO A RIGHT OF OFFSET IN FAVOR OF INVESTOR UPON THE OCCURRENCE OF CERTAIN EVENTS AS SET FORTH IN MORE DETAIL IN SECTION 6 BELOW.

$25,000.00      State of Utah
July 13, 2017

SECURED INVESTOR NOTE #4

FOR VALUE RECEIVED, TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company ("Investor"), hereby promises to pay to CLIKIA CORP., a Nevada corporation ("Company", and together with Investor, the "Parties"), the principal sum of $25,000.00 together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder, all as set forth below in this Secured Investor Note #1 (this "Note"). This Note is issued pursuant to that certain Securities Purchase Agreement of even date herewith, entered into by and between Investor and Company (as the same may be amended from time to time, the "Purchase Agreement"), pursuant to which Company issued to Investor that certain Convertible Promissory Note in the principal amount of $291,000.00 (as the same may be amended from time to time, the "Company Note") convertible into shares of Company's Common Stock. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
1.      Principal and Interest. Interest shall accrue on the unpaid principal balance and any unpaid late fees or other fees under this Note at a rate of ten percent (10%) per annum until the full amount of the principal and fees has been paid. Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed. Notwithstanding any provision to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under applicable law, as provided in Section 12 below. The entire unpaid principal balance and all accrued and unpaid interest, if any, under this Note, shall be due and payable on the date that is fifteen (15) months from the date hereof (the "Secured Investor Note Maturity Date"); provided, however, that Investor may elect, in its sole discretion, to extend the Secured Investor Note Maturity Date for up to thirty (30) days by delivering written notice of such election to Company at any time prior to the Secured Investor Note Maturity Date.
2.      Payment. Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Secured Investor Note Maturity Date. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Payment of principal and interest hereunder shall be delivered to Company at the address furnished to Investor for that purpose.
3.      Prepayment by Investor. Investor may, with Company's consent, pay, without penalty, all or any portion of the outstanding balance along with any accrued but unpaid interest on this Note at any time prior to the Secured Investor Note Maturity Date.
4.      Security; Collateral. The payment of this Note (and all the other Secured Investor Notes (as defined in the Purchase Agreement)) shall be secured by that certain Membership Interest Pledge Agreement of even date herewith (as the same may be amended from time to time, the "Pledge Agreement") executed by Investor, as Pledgor, in favor of Company, as Secured Party, whereby Investor has pledged as collateral its 40% membership interest in Typenex Medical, LLC, an Illinois limited liability company, as more specifically set forth in the Pledge Agreement. All the terms and conditions of the Pledge Agreement are hereby incorporated into and made a part of this Note.
5.      Release. Company covenants and agrees that in the event that this Note is secured by Collateral, Company shall timely execute any and all documents necessary or advisable in order to release such security interest and Collateral to Investor, or Investor's designee, upon the earlier of (i) the date this Note is paid in full and (ii) the date that is six (6) months and three (3) days following the date such Collateral is given as security for this Note, or such later date as determined in the sole discretion of Investor (the "Release Date"). For the avoidance of doubt, as of the date hereof, there is no collateral securing this Note, and after the Release Date, as applicable, there shall be no collateral securing this Note.
6.      Right of Offset. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, in the event (i) of the occurrence of any Event of Default (as defined in the Company Note) under the Company Note or any other note issued by Company in connection with the Purchase Agreement, (ii) of a breach of any material term, condition, representation, warranty, covenant or obligation of Company under any Transaction Document, or (iii) Company sells, transfers, assigns, pledges or hypothecates this Note, or attempts to do any of the foregoing, whether voluntarily or involuntarily, Investor shall be entitled to deduct and offset any amount owing by Company under the Company Note from any amount owed by Investor under this Note (the "Investor Offset Right"), provided that if any of the foregoing events occur and Investor has not yet exercised the Investor Offset Right, the Investor Offset Right shall be automatically exercised on the date that is thirty (30) days prior to the Secured Investor Note Maturity Date (an "Automatic Offset"). Other than with respect to an Automatic Offset, Investor may only elect to exercise the Investor Offset Right by delivering to Company an offset notice in a form substantially similar to Exhibit D to the Company Note or another form of Investor's choosing. In the event that Investor's exercise of the Investor Offset Right under this Section 6 results in the full satisfaction of Investor's obligations under this Note, then Company shall return this Note to Investor for cancellation or, in the event this Note has been lost, stolen or destroyed, Company shall provide Investor with a lost note affidavit in a form reasonably acceptable to Investor.
7.      Default. If any of the events specified below shall occur (each, an "Secured Investor Note Default"), Company may declare the unpaid principal balance under this Note, together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder immediately due and payable, by notice in writing to Investor. If any default, other than a Payment Default (as defined below), is curable, then the default may be cured (and no Secured Investor Note Default will have occurred) if Investor, after receiving written notice from Company demanding cure of such default, either (i) cures the default within fifteen (15) days of the receipt of such notice, or (ii) if the cure requires more than fifteen (15) days, immediately initiates steps that Company deems in Company's reasonable discretion to be sufficient to cure the default and thereafter diligently continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Each of the following events shall constitute an Secured Investor Note Default:
7.1.    Failure to Pay. Investor's failure to make any payment when due and payable under this Note (a "Payment Default");
7.2.    Breaches of Covenants. Investor's failure to observe or perform any other covenant, obligation, condition or agreement contained in this Note;
7.3.    Representations and Warranties. If any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of Investor to Company in writing in connection with this Note or any of the other Transaction Documents, or as an inducement to Company to enter into the Purchase Agreement, shall be false or misleading in any material respect when made or furnished; and
7.4.    Involuntary Bankruptcy. If any involuntary petition is filed under any bankruptcy or similar law or rule against Investor, and such petition is not dismissed within sixty (60) days, or a receiver, trustee, liquidator, assignee, custodian, sequestrator or other similar official is appointed to take possession of any of the assets or properties of Investor.
8.      Binding Effect; Assignment. This Note shall be binding on the Parties and their respective heirs, successors, and assigns; provided, however, that neither Party shall assign any of its rights hereunder without the prior written consent of the other Party, except that Investor may assign this Note to any of its Affiliates without the prior written consent of Company and, furthermore, Company agrees that it shall not unreasonably withhold, condition or delay its consent to any other assignment of this Note by Investor.
9.      Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
10.     Purchase Agreement; Arbitration of Disputes. By acceptance of this Note, each Party agrees to be bound by the applicable terms, conditions and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions attached as an exhibit to the Purchase Agreement.
11.     Customer Identification-USA Patriot Act Notice. Company hereby notifies Investor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the "Act"), and Company's policies and practices, Company is required to obtain, verify and record certain information and documentation that identifies Investor, which information includes the name and address of Investor and such other information that will allow Company to identify Investor in accordance with the Act.
12.     Lawful Interest. It being the intention of Company and Investor to comply with all applicable laws with regard to the interest charged hereunder, it is agreed that, notwithstanding any provision to the contrary in this Note or any of the other Transaction Documents, no such provision, including without limitation any provision of this Note providing for the payment of interest or other charges, shall require the payment or permit the collection of any amount in excess of the maximum amount of interest permitted by law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the indebtedness evidenced by this Note or by any extension or renewal hereof ("Excess Interest"). If any Excess Interest is provided for, or is adjudicated to be provided for, in this Note, then in such event:
12.1.   the provisions of this Section 12 shall govern and control;
12.2.   Investor shall not be obligated to pay any Excess Interest;
12.3.   any Excess Interest that Company may have received hereunder shall, at the option of Company, be (i) applied as a credit against the principal balance due under this Note or the accrued and unpaid interest thereon not to exceed the maximum amount permitted by law, or both, (ii) refunded to Investor, or (iii) any combination of the foregoing;
12.4.   the applicable interest rate or rates shall be automatically subject to reduction to the maximum lawful rate allowed to be contracted for in writing under the applicable governing usury laws, and this Note and the Transaction Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in such interest rate or rates; and
12.5.   Investor shall not have any action or remedy against Company for any damages whatsoever or any defense to enforcement of this Note or arising out of the payment or collection of any Excess Interest.
13.     Pronouns. Regardless of their form, all words used in this Note shall be deemed singular or plural and shall have the gender as required by the text.
14.     Headings. The various headings used in this Note as headings for sections or otherwise are for convenience and reference only and shall not be used in interpreting the text of the section in which they appear and shall not limit or otherwise affect the meanings thereof.
15.     Time is of the Essence. Time is of the essence with this Note.
16.     Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of the Parties to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
17.     Attorneys' Fees. If any arbitration or action at law or in equity is necessary to enforce this Note or to collect payment under this Note, Company shall be entitled to recover reasonable attorneys' fees directly related to such enforcement or collection actions.
18.     Amendments and Waivers; Remedies. No failure or delay on the part of either Party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to either Party hereto at law, in equity or otherwise. Any amendment, supplement or modification of or to any provision of this Note, any waiver of any provision of this Note, and any consent to any departure by either Party from the terms of any provision of this Note, shall be effective (i) only if it is made or given in writing and signed by Investor and Company and (ii) only in the specific instance and for the specific purpose for which made or given.
19.     Notices. Unless otherwise provided for herein, all notices, requests, demands, claims and other communications hereunder shall be given in accordance with the subsection of the Purchase Agreement titled "Notices." Either Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by providing notice thereof in the manner set forth in the Purchase Agreement.
20.     Final Note. This Note, together with the other Transaction Documents, contains the complete understanding and agreement of Investor and Company and supersedes all prior representations, warranties, agreements, arrangements, understandings, and negotiations of Investor and Company with respect to the subject matter of the Transaction Documents. THIS NOTE, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
21.     Waiver of Jury Trial. EACH OF INVESTOR AND COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY'S RIGHT TO DEMAND TRIAL BY JURY.
[Remainder of page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Note as of the date set forth above.

                                                INVESTOR:
                                                TYPENEX CO-INVESTMENT, LLC
By: Red Cliffs Investments, Inc., its Manager


        By: /s/ John M. Fife
                 John M. Fife, President





ACKNOWLEDGED, ACCEPTED AND AGREED:
COMPANY:
CLIKIA CORP.

By: /s/ David Loflin
Name: David Loflin
Title: CEO




EXHIBIT E-5

THIS NOTE (AS DEFINED BELOW) MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR (AS DEFINED BELOW). THIS NOTE IS SUBJECT TO A RIGHT OF OFFSET IN FAVOR OF INVESTOR UPON THE OCCURRENCE OF CERTAIN EVENTS AS SET FORTH IN MORE DETAIL IN SECTION 6 BELOW.

$25,000.00      State of Utah
July 13, 2017

SECURED INVESTOR NOTE #5

FOR VALUE RECEIVED, TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company ("Investor"), hereby promises to pay to CLIKIA CORP., a Nevada corporation ("Company", and together with Investor, the "Parties"), the principal sum of $25,000.00 together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder, all as set forth below in this Secured Investor Note #1 (this "Note"). This Note is issued pursuant to that certain Securities Purchase Agreement of even date herewith, entered into by and between Investor and Company (as the same may be amended from time to time, the "Purchase Agreement"), pursuant to which Company issued to Investor that certain Convertible Promissory Note in the principal amount of $291,000.00 (as the same may be amended from time to time, the "Company Note") convertible into shares of Company's Common Stock. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
1.      Principal and Interest. Interest shall accrue on the unpaid principal balance and any unpaid late fees or other fees under this Note at a rate of ten percent (10%) per annum until the full amount of the principal and fees has been paid. Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed. Notwithstanding any provision to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under applicable law, as provided in Section 12 below. The entire unpaid principal balance and all accrued and unpaid interest, if any, under this Note, shall be due and payable on the date that is fifteen (15) months from the date hereof (the "Secured Investor Note Maturity Date"); provided, however, that Investor may elect, in its sole discretion, to extend the Secured Investor Note Maturity Date for up to thirty (30) days by delivering written notice of such election to Company at any time prior to the Secured Investor Note Maturity Date.
2.      Payment. Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Secured Investor Note Maturity Date. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Payment of principal and interest hereunder shall be delivered to Company at the address furnished to Investor for that purpose.
3.      Prepayment by Investor. Investor may, with Company's consent, pay, without penalty, all or any portion of the outstanding balance along with any accrued but unpaid interest on this Note at any time prior to the Secured Investor Note Maturity Date.
4.      Security; Collateral. The payment of this Note (and all the other Secured Investor Notes (as defined in the Purchase Agreement)) shall be secured by that certain Membership Interest Pledge Agreement of even date herewith (as the same may be amended from time to time, the "Pledge Agreement") executed by Investor, as Pledgor, in favor of Company, as Secured Party, whereby Investor has pledged as collateral its 40% membership interest in Typenex Medical, LLC, an Illinois limited liability company, as more specifically set forth in the Pledge Agreement. All the terms and conditions of the Pledge Agreement are hereby incorporated into and made a part of this Note.
5.      Release. Company covenants and agrees that in the event that this Note is secured by Collateral, Company shall timely execute any and all documents necessary or advisable in order to release such security interest and Collateral to Investor, or Investor's designee, upon the earlier of (i) the date this Note is paid in full and (ii) the date that is six (6) months and three (3) days following the date such Collateral is given as security for this Note, or such later date as determined in the sole discretion of Investor (the "Release Date"). For the avoidance of doubt, as of the date hereof, there is no collateral securing this Note, and after the Release Date, as applicable, there shall be no collateral securing this Note.
6.      Right of Offset. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, in the event (i) of the occurrence of any Event of Default (as defined in the Company Note) under the Company Note or any other note issued by Company in connection with the Purchase Agreement, (ii) of a breach of any material term, condition, representation, warranty, covenant or obligation of Company under any Transaction Document, or (iii) Company sells, transfers, assigns, pledges or hypothecates this Note, or attempts to do any of the foregoing, whether voluntarily or involuntarily, Investor shall be entitled to deduct and offset any amount owing by Company under the Company Note from any amount owed by Investor under this Note (the "Investor Offset Right"), provided that if any of the foregoing events occur and Investor has not yet exercised the Investor Offset Right, the Investor Offset Right shall be automatically exercised on the date that is thirty (30) days prior to the Secured Investor Note Maturity Date (an "Automatic Offset"). Other than with respect to an Automatic Offset, Investor may only elect to exercise the Investor Offset Right by delivering to Company an offset notice in a form substantially similar to Exhibit D to the Company Note or another form of Investor's choosing. In the event that Investor's exercise of the Investor Offset Right under this Section 6 results in the full satisfaction of Investor's obligations under this Note, then Company shall return this Note to Investor for cancellation or, in the event this Note has been lost, stolen or destroyed, Company shall provide Investor with a lost note affidavit in a form reasonably acceptable to Investor.
7.      Default. If any of the events specified below shall occur (each, an "Secured Investor Note Default"), Company may declare the unpaid principal balance under this Note, together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder immediately due and payable, by notice in writing to Investor. If any default, other than a Payment Default (as defined below), is curable, then the default may be cured (and no Secured Investor Note Default will have occurred) if Investor, after receiving written notice from Company demanding cure of such default, either (i) cures the default within fifteen (15) days of the receipt of such notice, or (ii) if the cure requires more than fifteen (15) days, immediately initiates steps that Company deems in Company's reasonable discretion to be sufficient to cure the default and thereafter diligently continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Each of the following events shall constitute an Secured Investor Note Default:
7.1.    Failure to Pay. Investor's failure to make any payment when due and payable under this Note (a "Payment Default");
7.2.    Breaches of Covenants. Investor's failure to observe or perform any other covenant, obligation, condition or agreement contained in this Note;
7.3.    Representations and Warranties. If any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of Investor to Company in writing in connection with this Note or any of the other Transaction Documents, or as an inducement to Company to enter into the Purchase Agreement, shall be false or misleading in any material respect when made or furnished; and
7.4.    Involuntary Bankruptcy. If any involuntary petition is filed under any bankruptcy or similar law or rule against Investor, and such petition is not dismissed within sixty (60) days, or a receiver, trustee, liquidator, assignee, custodian, sequestrator or other similar official is appointed to take possession of any of the assets or properties of Investor.
8.      Binding Effect; Assignment. This Note shall be binding on the Parties and their respective heirs, successors, and assigns; provided, however, that neither Party shall assign any of its rights hereunder without the prior written consent of the other Party, except that Investor may assign this Note to any of its Affiliates without the prior written consent of Company and, furthermore, Company agrees that it shall not unreasonably withhold, condition or delay its consent to any other assignment of this Note by Investor.
9.      Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
10.     Purchase Agreement; Arbitration of Disputes. By acceptance of this Note, each Party agrees to be bound by the applicable terms, conditions and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions attached as an exhibit to the Purchase Agreement.
11.     Customer Identification-USA Patriot Act Notice. Company hereby notifies Investor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the "Act"), and Company's policies and practices, Company is required to obtain, verify and record certain information and documentation that identifies Investor, which information includes the name and address of Investor and such other information that will allow Company to identify Investor in accordance with the Act.
12.     Lawful Interest. It being the intention of Company and Investor to comply with all applicable laws with regard to the interest charged hereunder, it is agreed that, notwithstanding any provision to the contrary in this Note or any of the other Transaction Documents, no such provision, including without limitation any provision of this Note providing for the payment of interest or other charges, shall require the payment or permit the collection of any amount in excess of the maximum amount of interest permitted by law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the indebtedness evidenced by this Note or by any extension or renewal hereof ("Excess Interest"). If any Excess Interest is provided for, or is adjudicated to be provided for, in this Note, then in such event:
12.1.   the provisions of this Section 12 shall govern and control;
12.2.   Investor shall not be obligated to pay any Excess Interest;
12.3.   any Excess Interest that Company may have received hereunder shall, at the option of Company, be (i) applied as a credit against the principal balance due under this Note or the accrued and unpaid interest thereon not to exceed the maximum amount permitted by law, or both, (ii) refunded to Investor, or (iii) any combination of the foregoing;
12.4.   the applicable interest rate or rates shall be automatically subject to reduction to the maximum lawful rate allowed to be contracted for in writing under the applicable governing usury laws, and this Note and the Transaction Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in such interest rate or rates; and
12.5.   Investor shall not have any action or remedy against Company for any damages whatsoever or any defense to enforcement of this Note or arising out of the payment or collection of any Excess Interest.
13.     Pronouns. Regardless of their form, all words used in this Note shall be deemed singular or plural and shall have the gender as required by the text.
14.     Headings. The various headings used in this Note as headings for sections or otherwise are for convenience and reference only and shall not be used in interpreting the text of the section in which they appear and shall not limit or otherwise affect the meanings thereof.
15.     Time is of the Essence. Time is of the essence with this Note.
16.     Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of the Parties to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
17.     Attorneys' Fees. If any arbitration or action at law or in equity is necessary to enforce this Note or to collect payment under this Note, Company shall be entitled to recover reasonable attorneys' fees directly related to such enforcement or collection actions.
18.     Amendments and Waivers; Remedies. No failure or delay on the part of either Party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to either Party hereto at law, in equity or otherwise. Any amendment, supplement or modification of or to any provision of this Note, any waiver of any provision of this Note, and any consent to any departure by either Party from the terms of any provision of this Note, shall be effective (i) only if it is made or given in writing and signed by Investor and Company and (ii) only in the specific instance and for the specific purpose for which made or given.
19.     Notices. Unless otherwise provided for herein, all notices, requests, demands, claims and other communications hereunder shall be given in accordance with the subsection of the Purchase Agreement titled "Notices." Either Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by providing notice thereof in the manner set forth in the Purchase Agreement.
20.     Final Note. This Note, together with the other Transaction Documents, contains the complete understanding and agreement of Investor and Company and supersedes all prior representations, warranties, agreements, arrangements, understandings, and negotiations of Investor and Company with respect to the subject matter of the Transaction Documents. THIS NOTE, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
21.     Waiver of Jury Trial. EACH OF INVESTOR AND COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY'S RIGHT TO DEMAND TRIAL BY JURY.
[Remainder of page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Note as of the date set forth above.

                                                INVESTOR:
                                                TYPENEX CO-INVESTMENT, LLC
By: Red Cliffs Investments, Inc., its Manager


        By: /s/ John M. Fife
                 John M. Fife, President





ACKNOWLEDGED, ACCEPTED AND AGREED:
COMPANY:
CLIKIA CORP.

By: /s/ David Loflin
Name: David Loflin
Title: CEO





EXHIBIT E-6

THIS NOTE (AS DEFINED BELOW) MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR (AS DEFINED BELOW). THIS NOTE IS SUBJECT TO A RIGHT OF OFFSET IN FAVOR OF INVESTOR UPON THE OCCURRENCE OF CERTAIN EVENTS AS SET FORTH IN MORE DETAIL IN SECTION 6 BELOW.

$25,000.00      State of Utah
July 13, 2017

SECURED INVESTOR NOTE #6

FOR VALUE RECEIVED, TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company ("Investor"), hereby promises to pay to CLIKIA CORP., a Nevada corporation ("Company", and together with Investor, the "Parties"), the principal sum of $25,000.00 together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder, all as set forth below in this Secured Investor Note #1 (this "Note"). This Note is issued pursuant to that certain Securities Purchase Agreement of even date herewith, entered into by and between Investor and Company (as the same may be amended from time to time, the "Purchase Agreement"), pursuant to which Company issued to Investor that certain Convertible Promissory Note in the principal amount of $291,000.00 (as the same may be amended from time to time, the "Company Note") convertible into shares of Company's Common Stock. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
1.      Principal and Interest. Interest shall accrue on the unpaid principal balance and any unpaid late fees or other fees under this Note at a rate of ten percent (10%) per annum until the full amount of the principal and fees has been paid. Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed. Notwithstanding any provision to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under applicable law, as provided in Section 12 below. The entire unpaid principal balance and all accrued and unpaid interest, if any, under this Note, shall be due and payable on the date that is fifteen (15) months from the date hereof (the "Secured Investor Note Maturity Date"); provided, however, that Investor may elect, in its sole discretion, to extend the Secured Investor Note Maturity Date for up to thirty (30) days by delivering written notice of such election to Company at any time prior to the Secured Investor Note Maturity Date.
2.      Payment. Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Secured Investor Note Maturity Date. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Payment of principal and interest hereunder shall be delivered to Company at the address furnished to Investor for that purpose.
3.      Prepayment by Investor. Investor may, with Company's consent, pay, without penalty, all or any portion of the outstanding balance along with any accrued but unpaid interest on this Note at any time prior to the Secured Investor Note Maturity Date.
4.      Security; Collateral. The payment of this Note (and all the other Secured Investor Notes (as defined in the Purchase Agreement)) shall be secured by that certain Membership Interest Pledge Agreement of even date herewith (as the same may be amended from time to time, the "Pledge Agreement") executed by Investor, as Pledgor, in favor of Company, as Secured Party, whereby Investor has pledged as collateral its 40% membership interest in Typenex Medical, LLC, an Illinois limited liability company, as more specifically set forth in the Pledge Agreement. All the terms and conditions of the Pledge Agreement are hereby incorporated into and made a part of this Note.
5.      Release. Company covenants and agrees that in the event that this Note is secured by Collateral, Company shall timely execute any and all documents necessary or advisable in order to release such security interest and Collateral to Investor, or Investor's designee, upon the earlier of (i) the date this Note is paid in full and (ii) the date that is six (6) months and three (3) days following the date such Collateral is given as security for this Note, or such later date as determined in the sole discretion of Investor (the "Release Date"). For the avoidance of doubt, as of the date hereof, there is no collateral securing this Note, and after the Release Date, as applicable, there shall be no collateral securing this Note.
6.      Right of Offset. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, in the event (i) of the occurrence of any Event of Default (as defined in the Company Note) under the Company Note or any other note issued by Company in connection with the Purchase Agreement, (ii) of a breach of any material term, condition, representation, warranty, covenant or obligation of Company under any Transaction Document, or (iii) Company sells, transfers, assigns, pledges or hypothecates this Note, or attempts to do any of the foregoing, whether voluntarily or involuntarily, Investor shall be entitled to deduct and offset any amount owing by Company under the Company Note from any amount owed by Investor under this Note (the "Investor Offset Right"), provided that if any of the foregoing events occur and Investor has not yet exercised the Investor Offset Right, the Investor Offset Right shall be automatically exercised on the date that is thirty (30) days prior to the Secured Investor Note Maturity Date (an "Automatic Offset"). Other than with respect to an Automatic Offset, Investor may only elect to exercise the Investor Offset Right by delivering to Company an offset notice in a form substantially similar to Exhibit D to the Company Note or another form of Investor's choosing. In the event that Investor's exercise of the Investor Offset Right under this Section 6 results in the full satisfaction of Investor's obligations under this Note, then Company shall return this Note to Investor for cancellation or, in the event this Note has been lost, stolen or destroyed, Company shall provide Investor with a lost note affidavit in a form reasonably acceptable to Investor.
7.      Default. If any of the events specified below shall occur (each, an "Secured Investor Note Default"), Company may declare the unpaid principal balance under this Note, together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder immediately due and payable, by notice in writing to Investor. If any default, other than a Payment Default (as defined below), is curable, then the default may be cured (and no Secured Investor Note Default will have occurred) if Investor, after receiving written notice from Company demanding cure of such default, either (i) cures the default within fifteen (15) days of the receipt of such notice, or (ii) if the cure requires more than fifteen (15) days, immediately initiates steps that Company deems in Company's reasonable discretion to be sufficient to cure the default and thereafter diligently continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Each of the following events shall constitute an Secured Investor Note Default:
7.1.    Failure to Pay. Investor's failure to make any payment when due and payable under this Note (a "Payment Default");
7.2.    Breaches of Covenants. Investor's failure to observe or perform any other covenant, obligation, condition or agreement contained in this Note;
7.3.    Representations and Warranties. If any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of Investor to Company in writing in connection with this Note or any of the other Transaction Documents, or as an inducement to Company to enter into the Purchase Agreement, shall be false or misleading in any material respect when made or furnished; and
7.4.    Involuntary Bankruptcy. If any involuntary petition is filed under any bankruptcy or similar law or rule against Investor, and such petition is not dismissed within sixty (60) days, or a receiver, trustee, liquidator, assignee, custodian, sequestrator or other similar official is appointed to take possession of any of the assets or properties of Investor.
8.      Binding Effect; Assignment. This Note shall be binding on the Parties and their respective heirs, successors, and assigns; provided, however, that neither Party shall assign any of its rights hereunder without the prior written consent of the other Party, except that Investor may assign this Note to any of its Affiliates without the prior written consent of Company and, furthermore, Company agrees that it shall not unreasonably withhold, condition or delay its consent to any other assignment of this Note by Investor.
9.      Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
10.     Purchase Agreement; Arbitration of Disputes. By acceptance of this Note, each Party agrees to be bound by the applicable terms, conditions and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions attached as an exhibit to the Purchase Agreement.
11.     Customer Identification-USA Patriot Act Notice. Company hereby notifies Investor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the "Act"), and Company's policies and practices, Company is required to obtain, verify and record certain information and documentation that identifies Investor, which information includes the name and address of Investor and such other information that will allow Company to identify Investor in accordance with the Act.
12.     Lawful Interest. It being the intention of Company and Investor to comply with all applicable laws with regard to the interest charged hereunder, it is agreed that, notwithstanding any provision to the contrary in this Note or any of the other Transaction Documents, no such provision, including without limitation any provision of this Note providing for the payment of interest or other charges, shall require the payment or permit the collection of any amount in excess of the maximum amount of interest permitted by law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the indebtedness evidenced by this Note or by any extension or renewal hereof ("Excess Interest"). If any Excess Interest is provided for, or is adjudicated to be provided for, in this Note, then in such event:
12.1.   the provisions of this Section 12 shall govern and control;
12.2.   Investor shall not be obligated to pay any Excess Interest;
12.3.   any Excess Interest that Company may have received hereunder shall, at the option of Company, be (i) applied as a credit against the principal balance due under this Note or the accrued and unpaid interest thereon not to exceed the maximum amount permitted by law, or both, (ii) refunded to Investor, or (iii) any combination of the foregoing;
12.4.   the applicable interest rate or rates shall be automatically subject to reduction to the maximum lawful rate allowed to be contracted for in writing under the applicable governing usury laws, and this Note and the Transaction Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in such interest rate or rates; and
12.5.   Investor shall not have any action or remedy against Company for any damages whatsoever or any defense to enforcement of this Note or arising out of the payment or collection of any Excess Interest.
13.     Pronouns. Regardless of their form, all words used in this Note shall be deemed singular or plural and shall have the gender as required by the text.
14.     Headings. The various headings used in this Note as headings for sections or otherwise are for convenience and reference only and shall not be used in interpreting the text of the section in which they appear and shall not limit or otherwise affect the meanings thereof.
15.     Time is of the Essence. Time is of the essence with this Note.
16.     Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of the Parties to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
17.     Attorneys' Fees. If any arbitration or action at law or in equity is necessary to enforce this Note or to collect payment under this Note, Company shall be entitled to recover reasonable attorneys' fees directly related to such enforcement or collection actions.
18.     Amendments and Waivers; Remedies. No failure or delay on the part of either Party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to either Party hereto at law, in equity or otherwise. Any amendment, supplement or modification of or to any provision of this Note, any waiver of any provision of this Note, and any consent to any departure by either Party from the terms of any provision of this Note, shall be effective (i) only if it is made or given in writing and signed by Investor and Company and (ii) only in the specific instance and for the specific purpose for which made or given.
19.     Notices. Unless otherwise provided for herein, all notices, requests, demands, claims and other communications hereunder shall be given in accordance with the subsection of the Purchase Agreement titled "Notices." Either Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by providing notice thereof in the manner set forth in the Purchase Agreement.
20.     Final Note. This Note, together with the other Transaction Documents, contains the complete understanding and agreement of Investor and Company and supersedes all prior representations, warranties, agreements, arrangements, understandings, and negotiations of Investor and Company with respect to the subject matter of the Transaction Documents. THIS NOTE, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
21.     Waiver of Jury Trial. EACH OF INVESTOR AND COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY'S RIGHT TO DEMAND TRIAL BY JURY.
[Remainder of page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Note as of the date set forth above.

                                                INVESTOR:
                                                TYPENEX CO-INVESTMENT, LLC
By: Red Cliffs Investments, Inc., its Manager


        By: /s/ John M. Fife
                 John M. Fife, President





ACKNOWLEDGED, ACCEPTED AND AGREED:
COMPANY:
CLIKIA CORP.

By: /s/ David Loflin
Name: David Loflin
Title: CEO





EXHIBIT E-7

THIS NOTE (AS DEFINED BELOW) MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR (AS DEFINED BELOW). THIS NOTE IS SUBJECT TO A RIGHT OF OFFSET IN FAVOR OF INVESTOR UPON THE OCCURRENCE OF CERTAIN EVENTS AS SET FORTH IN MORE DETAIL IN SECTION 6 BELOW.

$25,000.00      State of Utah
July 13, 2017

SECURED INVESTOR NOTE #7

FOR VALUE RECEIVED, TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company ("Investor"), hereby promises to pay to CLIKIA CORP., a Nevada corporation ("Company", and together with Investor, the "Parties"), the principal sum of $25,000.00 together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder, all as set forth below in this Secured Investor Note #1 (this "Note"). This Note is issued pursuant to that certain Securities Purchase Agreement of even date herewith, entered into by and between Investor and Company (as the same may be amended from time to time, the "Purchase Agreement"), pursuant to which Company issued to Investor that certain Convertible Promissory Note in the principal amount of $291,000.00 (as the same may be amended from time to time, the "Company Note") convertible into shares of Company's Common Stock. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
1.      Principal and Interest. Interest shall accrue on the unpaid principal balance and any unpaid late fees or other fees under this Note at a rate of ten percent (10%) per annum until the full amount of the principal and fees has been paid. Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed. Notwithstanding any provision to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under applicable law, as provided in Section 12 below. The entire unpaid principal balance and all accrued and unpaid interest, if any, under this Note, shall be due and payable on the date that is fifteen (15) months from the date hereof (the "Secured Investor Note Maturity Date"); provided, however, that Investor may elect, in its sole discretion, to extend the Secured Investor Note Maturity Date for up to thirty (30) days by delivering written notice of such election to Company at any time prior to the Secured Investor Note Maturity Date.
2.      Payment. Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Secured Investor Note Maturity Date. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Payment of principal and interest hereunder shall be delivered to Company at the address furnished to Investor for that purpose.
3.      Prepayment by Investor. Investor may, with Company's consent, pay, without penalty, all or any portion of the outstanding balance along with any accrued but unpaid interest on this Note at any time prior to the Secured Investor Note Maturity Date.
4.      Security; Collateral. The payment of this Note (and all the other Secured Investor Notes (as defined in the Purchase Agreement)) shall be secured by that certain Membership Interest Pledge Agreement of even date herewith (as the same may be amended from time to time, the "Pledge Agreement") executed by Investor, as Pledgor, in favor of Company, as Secured Party, whereby Investor has pledged as collateral its 40% membership interest in Typenex Medical, LLC, an Illinois limited liability company, as more specifically set forth in the Pledge Agreement. All the terms and conditions of the Pledge Agreement are hereby incorporated into and made a part of this Note.
5.      Release. Company covenants and agrees that in the event that this Note is secured by Collateral, Company shall timely execute any and all documents necessary or advisable in order to release such security interest and Collateral to Investor, or Investor's designee, upon the earlier of (i) the date this Note is paid in full and (ii) the date that is six (6) months and three (3) days following the date such Collateral is given as security for this Note, or such later date as determined in the sole discretion of Investor (the "Release Date"). For the avoidance of doubt, as of the date hereof, there is no collateral securing this Note, and after the Release Date, as applicable, there shall be no collateral securing this Note.
6.      Right of Offset. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, in the event (i) of the occurrence of any Event of Default (as defined in the Company Note) under the Company Note or any other note issued by Company in connection with the Purchase Agreement, (ii) of a breach of any material term, condition, representation, warranty, covenant or obligation of Company under any Transaction Document, or (iii) Company sells, transfers, assigns, pledges or hypothecates this Note, or attempts to do any of the foregoing, whether voluntarily or involuntarily, Investor shall be entitled to deduct and offset any amount owing by Company under the Company Note from any amount owed by Investor under this Note (the "Investor Offset Right"), provided that if any of the foregoing events occur and Investor has not yet exercised the Investor Offset Right, the Investor Offset Right shall be automatically exercised on the date that is thirty (30) days prior to the Secured Investor Note Maturity Date (an "Automatic Offset"). Other than with respect to an Automatic Offset, Investor may only elect to exercise the Investor Offset Right by delivering to Company an offset notice in a form substantially similar to Exhibit D to the Company Note or another form of Investor's choosing. In the event that Investor's exercise of the Investor Offset Right under this Section 6 results in the full satisfaction of Investor's obligations under this Note, then Company shall return this Note to Investor for cancellation or, in the event this Note has been lost, stolen or destroyed, Company shall provide Investor with a lost note affidavit in a form reasonably acceptable to Investor.
7.      Default. If any of the events specified below shall occur (each, an "Secured Investor Note Default"), Company may declare the unpaid principal balance under this Note, together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder immediately due and payable, by notice in writing to Investor. If any default, other than a Payment Default (as defined below), is curable, then the default may be cured (and no Secured Investor Note Default will have occurred) if Investor, after receiving written notice from Company demanding cure of such default, either (i) cures the default within fifteen (15) days of the receipt of such notice, or (ii) if the cure requires more than fifteen (15) days, immediately initiates steps that Company deems in Company's reasonable discretion to be sufficient to cure the default and thereafter diligently continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Each of the following events shall constitute an Secured Investor Note Default:
7.1.    Failure to Pay. Investor's failure to make any payment when due and payable under this Note (a "Payment Default");
7.2.    Breaches of Covenants. Investor's failure to observe or perform any other covenant, obligation, condition or agreement contained in this Note;
7.3.    Representations and Warranties. If any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of Investor to Company in writing in connection with this Note or any of the other Transaction Documents, or as an inducement to Company to enter into the Purchase Agreement, shall be false or misleading in any material respect when made or furnished; and
7.4.    Involuntary Bankruptcy. If any involuntary petition is filed under any bankruptcy or similar law or rule against Investor, and such petition is not dismissed within sixty (60) days, or a receiver, trustee, liquidator, assignee, custodian, sequestrator or other similar official is appointed to take possession of any of the assets or properties of Investor.
8.      Binding Effect; Assignment. This Note shall be binding on the Parties and their respective heirs, successors, and assigns; provided, however, that neither Party shall assign any of its rights hereunder without the prior written consent of the other Party, except that Investor may assign this Note to any of its Affiliates without the prior written consent of Company and, furthermore, Company agrees that it shall not unreasonably withhold, condition or delay its consent to any other assignment of this Note by Investor.
9.      Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
10.     Purchase Agreement; Arbitration of Disputes. By acceptance of this Note, each Party agrees to be bound by the applicable terms, conditions and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions attached as an exhibit to the Purchase Agreement.
11.     Customer Identification-USA Patriot Act Notice. Company hereby notifies Investor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the "Act"), and Company's policies and practices, Company is required to obtain, verify and record certain information and documentation that identifies Investor, which information includes the name and address of Investor and such other information that will allow Company to identify Investor in accordance with the Act.
12.     Lawful Interest. It being the intention of Company and Investor to comply with all applicable laws with regard to the interest charged hereunder, it is agreed that, notwithstanding any provision to the contrary in this Note or any of the other Transaction Documents, no such provision, including without limitation any provision of this Note providing for the payment of interest or other charges, shall require the payment or permit the collection of any amount in excess of the maximum amount of interest permitted by law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the indebtedness evidenced by this Note or by any extension or renewal hereof ("Excess Interest"). If any Excess Interest is provided for, or is adjudicated to be provided for, in this Note, then in such event:
12.1.   the provisions of this Section 12 shall govern and control;
12.2.   Investor shall not be obligated to pay any Excess Interest;
12.3.   any Excess Interest that Company may have received hereunder shall, at the option of Company, be (i) applied as a credit against the principal balance due under this Note or the accrued and unpaid interest thereon not to exceed the maximum amount permitted by law, or both, (ii) refunded to Investor, or (iii) any combination of the foregoing;
12.4.   the applicable interest rate or rates shall be automatically subject to reduction to the maximum lawful rate allowed to be contracted for in writing under the applicable governing usury laws, and this Note and the Transaction Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in such interest rate or rates; and
12.5.   Investor shall not have any action or remedy against Company for any damages whatsoever or any defense to enforcement of this Note or arising out of the payment or collection of any Excess Interest.
13.     Pronouns. Regardless of their form, all words used in this Note shall be deemed singular or plural and shall have the gender as required by the text.
14.     Headings. The various headings used in this Note as headings for sections or otherwise are for convenience and reference only and shall not be used in interpreting the text of the section in which they appear and shall not limit or otherwise affect the meanings thereof.
15.     Time is of the Essence. Time is of the essence with this Note.
16.     Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of the Parties to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
17.     Attorneys' Fees. If any arbitration or action at law or in equity is necessary to enforce this Note or to collect payment under this Note, Company shall be entitled to recover reasonable attorneys' fees directly related to such enforcement or collection actions.
18.     Amendments and Waivers; Remedies. No failure or delay on the part of either Party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to either Party hereto at law, in equity or otherwise. Any amendment, supplement or modification of or to any provision of this Note, any waiver of any provision of this Note, and any consent to any departure by either Party from the terms of any provision of this Note, shall be effective (i) only if it is made or given in writing and signed by Investor and Company and (ii) only in the specific instance and for the specific purpose for which made or given.
19.     Notices. Unless otherwise provided for herein, all notices, requests, demands, claims and other communications hereunder shall be given in accordance with the subsection of the Purchase Agreement titled "Notices." Either Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by providing notice thereof in the manner set forth in the Purchase Agreement.
20.     Final Note. This Note, together with the other Transaction Documents, contains the complete understanding and agreement of Investor and Company and supersedes all prior representations, warranties, agreements, arrangements, understandings, and negotiations of Investor and Company with respect to the subject matter of the Transaction Documents. THIS NOTE, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
21.     Waiver of Jury Trial. EACH OF INVESTOR AND COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY'S RIGHT TO DEMAND TRIAL BY JURY.
[Remainder of page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Note as of the date set forth above.

                                                INVESTOR:
                                                TYPENEX CO-INVESTMENT, LLC
By: Red Cliffs Investments, Inc., its Manager


        By: /s/ John M. Fife
                 John M. Fife, President





ACKNOWLEDGED, ACCEPTED AND AGREED:
COMPANY:
CLIKIA CORP.

By: /s/ David Loflin
Name: David Loflin
Title: CEO





EXHIBIT E-8

THIS NOTE (AS DEFINED BELOW) MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR (AS DEFINED BELOW). THIS NOTE IS SUBJECT TO A RIGHT OF OFFSET IN FAVOR OF INVESTOR UPON THE OCCURRENCE OF CERTAIN EVENTS AS SET FORTH IN MORE DETAIL IN SECTION 6 BELOW.

$25,000.00      State of Utah
July 13, 2017

SECURED INVESTOR NOTE #8

FOR VALUE RECEIVED, TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company ("Investor"), hereby promises to pay to CLIKIA CORP., a Nevada corporation ("Company", and together with Investor, the "Parties"), the principal sum of $25,000.00 together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder, all as set forth below in this Secured Investor Note #1 (this "Note"). This Note is issued pursuant to that certain Securities Purchase Agreement of even date herewith, entered into by and between Investor and Company (as the same may be amended from time to time, the "Purchase Agreement"), pursuant to which Company issued to Investor that certain Convertible Promissory Note in the principal amount of $291,000.00 (as the same may be amended from time to time, the "Company Note") convertible into shares of Company's Common Stock. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
1.      Principal and Interest. Interest shall accrue on the unpaid principal balance and any unpaid late fees or other fees under this Note at a rate of ten percent (10%) per annum until the full amount of the principal and fees has been paid. Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed. Notwithstanding any provision to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under applicable law, as provided in Section 12 below. The entire unpaid principal balance and all accrued and unpaid interest, if any, under this Note, shall be due and payable on the date that is fifteen (15) months from the date hereof (the "Secured Investor Note Maturity Date"); provided, however, that Investor may elect, in its sole discretion, to extend the Secured Investor Note Maturity Date for up to thirty (30) days by delivering written notice of such election to Company at any time prior to the Secured Investor Note Maturity Date.
2.      Payment. Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Secured Investor Note Maturity Date. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Payment of principal and interest hereunder shall be delivered to Company at the address furnished to Investor for that purpose.
3.      Prepayment by Investor. Investor may, with Company's consent, pay, without penalty, all or any portion of the outstanding balance along with any accrued but unpaid interest on this Note at any time prior to the Secured Investor Note Maturity Date.
4.      Security; Collateral. The payment of this Note (and all the other Secured Investor Notes (as defined in the Purchase Agreement)) shall be secured by that certain Membership Interest Pledge Agreement of even date herewith (as the same may be amended from time to time, the "Pledge Agreement") executed by Investor, as Pledgor, in favor of Company, as Secured Party, whereby Investor has pledged as collateral its 40% membership interest in Typenex Medical, LLC, an Illinois limited liability company, as more specifically set forth in the Pledge Agreement. All the terms and conditions of the Pledge Agreement are hereby incorporated into and made a part of this Note.
5.      Release. Company covenants and agrees that in the event that this Note is secured by Collateral, Company shall timely execute any and all documents necessary or advisable in order to release such security interest and Collateral to Investor, or Investor's designee, upon the earlier of (i) the date this Note is paid in full and (ii) the date that is six (6) months and three (3) days following the date such Collateral is given as security for this Note, or such later date as determined in the sole discretion of Investor (the "Release Date"). For the avoidance of doubt, as of the date hereof, there is no collateral securing this Note, and after the Release Date, as applicable, there shall be no collateral securing this Note.
6.      Right of Offset. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, in the event (i) of the occurrence of any Event of Default (as defined in the Company Note) under the Company Note or any other note issued by Company in connection with the Purchase Agreement, (ii) of a breach of any material term, condition, representation, warranty, covenant or obligation of Company under any Transaction Document, or (iii) Company sells, transfers, assigns, pledges or hypothecates this Note, or attempts to do any of the foregoing, whether voluntarily or involuntarily, Investor shall be entitled to deduct and offset any amount owing by Company under the Company Note from any amount owed by Investor under this Note (the "Investor Offset Right"), provided that if any of the foregoing events occur and Investor has not yet exercised the Investor Offset Right, the Investor Offset Right shall be automatically exercised on the date that is thirty (30) days prior to the Secured Investor Note Maturity Date (an "Automatic Offset"). Other than with respect to an Automatic Offset, Investor may only elect to exercise the Investor Offset Right by delivering to Company an offset notice in a form substantially similar to Exhibit D to the Company Note or another form of Investor's choosing. In the event that Investor's exercise of the Investor Offset Right under this Section 6 results in the full satisfaction of Investor's obligations under this Note, then Company shall return this Note to Investor for cancellation or, in the event this Note has been lost, stolen or destroyed, Company shall provide Investor with a lost note affidavit in a form reasonably acceptable to Investor.
7.      Default. If any of the events specified below shall occur (each, an "Secured Investor Note Default"), Company may declare the unpaid principal balance under this Note, together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder immediately due and payable, by notice in writing to Investor. If any default, other than a Payment Default (as defined below), is curable, then the default may be cured (and no Secured Investor Note Default will have occurred) if Investor, after receiving written notice from Company demanding cure of such default, either (i) cures the default within fifteen (15) days of the receipt of such notice, or (ii) if the cure requires more than fifteen (15) days, immediately initiates steps that Company deems in Company's reasonable discretion to be sufficient to cure the default and thereafter diligently continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Each of the following events shall constitute an Secured Investor Note Default:
7.1.    Failure to Pay. Investor's failure to make any payment when due and payable under this Note (a "Payment Default");
7.2.    Breaches of Covenants. Investor's failure to observe or perform any other covenant, obligation, condition or agreement contained in this Note;
7.3.    Representations and Warranties. If any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of Investor to Company in writing in connection with this Note or any of the other Transaction Documents, or as an inducement to Company to enter into the Purchase Agreement, shall be false or misleading in any material respect when made or furnished; and
7.4.    Involuntary Bankruptcy. If any involuntary petition is filed under any bankruptcy or similar law or rule against Investor, and such petition is not dismissed within sixty (60) days, or a receiver, trustee, liquidator, assignee, custodian, sequestrator or other similar official is appointed to take possession of any of the assets or properties of Investor.
8.      Binding Effect; Assignment. This Note shall be binding on the Parties and their respective heirs, successors, and assigns; provided, however, that neither Party shall assign any of its rights hereunder without the prior written consent of the other Party, except that Investor may assign this Note to any of its Affiliates without the prior written consent of Company and, furthermore, Company agrees that it shall not unreasonably withhold, condition or delay its consent to any other assignment of this Note by Investor.
9.      Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
10.     Purchase Agreement; Arbitration of Disputes. By acceptance of this Note, each Party agrees to be bound by the applicable terms, conditions and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions attached as an exhibit to the Purchase Agreement.
11.     Customer Identification-USA Patriot Act Notice. Company hereby notifies Investor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the "Act"), and Company's policies and practices, Company is required to obtain, verify and record certain information and documentation that identifies Investor, which information includes the name and address of Investor and such other information that will allow Company to identify Investor in accordance with the Act.
12.     Lawful Interest. It being the intention of Company and Investor to comply with all applicable laws with regard to the interest charged hereunder, it is agreed that, notwithstanding any provision to the contrary in this Note or any of the other Transaction Documents, no such provision, including without limitation any provision of this Note providing for the payment of interest or other charges, shall require the payment or permit the collection of any amount in excess of the maximum amount of interest permitted by law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the indebtedness evidenced by this Note or by any extension or renewal hereof ("Excess Interest"). If any Excess Interest is provided for, or is adjudicated to be provided for, in this Note, then in such event:
12.1.   the provisions of this Section 12 shall govern and control;
12.2.   Investor shall not be obligated to pay any Excess Interest;
12.3.   any Excess Interest that Company may have received hereunder shall, at the option of Company, be (i) applied as a credit against the principal balance due under this Note or the accrued and unpaid interest thereon not to exceed the maximum amount permitted by law, or both, (ii) refunded to Investor, or (iii) any combination of the foregoing;
12.4.   the applicable interest rate or rates shall be automatically subject to reduction to the maximum lawful rate allowed to be contracted for in writing under the applicable governing usury laws, and this Note and the Transaction Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in such interest rate or rates; and
12.5.   Investor shall not have any action or remedy against Company for any damages whatsoever or any defense to enforcement of this Note or arising out of the payment or collection of any Excess Interest.
13.     Pronouns. Regardless of their form, all words used in this Note shall be deemed singular or plural and shall have the gender as required by the text.
14.     Headings. The various headings used in this Note as headings for sections or otherwise are for convenience and reference only and shall not be used in interpreting the text of the section in which they appear and shall not limit or otherwise affect the meanings thereof.
15.     Time is of the Essence. Time is of the essence with this Note.
16.     Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of the Parties to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
17.     Attorneys' Fees. If any arbitration or action at law or in equity is necessary to enforce this Note or to collect payment under this Note, Company shall be entitled to recover reasonable attorneys' fees directly related to such enforcement or collection actions.
18.     Amendments and Waivers; Remedies. No failure or delay on the part of either Party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to either Party hereto at law, in equity or otherwise. Any amendment, supplement or modification of or to any provision of this Note, any waiver of any provision of this Note, and any consent to any departure by either Party from the terms of any provision of this Note, shall be effective (i) only if it is made or given in writing and signed by Investor and Company and (ii) only in the specific instance and for the specific purpose for which made or given.
19.     Notices. Unless otherwise provided for herein, all notices, requests, demands, claims and other communications hereunder shall be given in accordance with the subsection of the Purchase Agreement titled "Notices." Either Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by providing notice thereof in the manner set forth in the Purchase Agreement.
20.     Final Note. This Note, together with the other Transaction Documents, contains the complete understanding and agreement of Investor and Company and supersedes all prior representations, warranties, agreements, arrangements, understandings, and negotiations of Investor and Company with respect to the subject matter of the Transaction Documents. THIS NOTE, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
21.     Waiver of Jury Trial. EACH OF INVESTOR AND COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY'S RIGHT TO DEMAND TRIAL BY JURY.
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IN WITNESS WHEREOF, the Parties have executed this Note as of the date set forth above.

                                                INVESTOR:
                                                TYPENEX CO-INVESTMENT, LLC
By: Red Cliffs Investments, Inc., its Manager


        By: /s/ John M. Fife
                 John M. Fife, President





ACKNOWLEDGED, ACCEPTED AND AGREED:
COMPANY:
CLIKIA CORP.

By: /s/ David Loflin
Name: David Loflin
Title: CEO




EXHIBIT E-9

THIS NOTE (AS DEFINED BELOW) MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR (AS DEFINED BELOW). THIS NOTE IS SUBJECT TO A RIGHT OF OFFSET IN FAVOR OF INVESTOR UPON THE OCCURRENCE OF CERTAIN EVENTS AS SET FORTH IN MORE DETAIL IN SECTION 6 BELOW.

$25,000.00      State of Utah
July 13, 2017

SECURED INVESTOR NOTE #9

FOR VALUE RECEIVED, TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company ("Investor"), hereby promises to pay to CLIKIA CORP., a Nevada corporation ("Company", and together with Investor, the "Parties"), the principal sum of $25,000.00 together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder, all as set forth below in this Secured Investor Note #1 (this "Note"). This Note is issued pursuant to that certain Securities Purchase Agreement of even date herewith, entered into by and between Investor and Company (as the same may be amended from time to time, the "Purchase Agreement"), pursuant to which Company issued to Investor that certain Convertible Promissory Note in the principal amount of $291,000.00 (as the same may be amended from time to time, the "Company Note") convertible into shares of Company's Common Stock. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
1.      Principal and Interest. Interest shall accrue on the unpaid principal balance and any unpaid late fees or other fees under this Note at a rate of ten percent (10%) per annum until the full amount of the principal and fees has been paid. Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed. Notwithstanding any provision to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under applicable law, as provided in Section 12 below. The entire unpaid principal balance and all accrued and unpaid interest, if any, under this Note, shall be due and payable on the date that is fifteen (15) months from the date hereof (the "Secured Investor Note Maturity Date"); provided, however, that Investor may elect, in its sole discretion, to extend the Secured Investor Note Maturity Date for up to thirty (30) days by delivering written notice of such election to Company at any time prior to the Secured Investor Note Maturity Date.
2.      Payment. Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Secured Investor Note Maturity Date. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Payment of principal and interest hereunder shall be delivered to Company at the address furnished to Investor for that purpose.
3.      Prepayment by Investor. Investor may, with Company's consent, pay, without penalty, all or any portion of the outstanding balance along with any accrued but unpaid interest on this Note at any time prior to the Secured Investor Note Maturity Date.
4.      Security; Collateral. The payment of this Note (and all the other Secured Investor Notes (as defined in the Purchase Agreement)) shall be secured by that certain Membership Interest Pledge Agreement of even date herewith (as the same may be amended from time to time, the "Pledge Agreement") executed by Investor, as Pledgor, in favor of Company, as Secured Party, whereby Investor has pledged as collateral its 40% membership interest in Typenex Medical, LLC, an Illinois limited liability company, as more specifically set forth in the Pledge Agreement. All the terms and conditions of the Pledge Agreement are hereby incorporated into and made a part of this Note.
5.      Release. Company covenants and agrees that in the event that this Note is secured by Collateral, Company shall timely execute any and all documents necessary or advisable in order to release such security interest and Collateral to Investor, or Investor's designee, upon the earlier of (i) the date this Note is paid in full and (ii) the date that is six (6) months and three (3) days following the date such Collateral is given as security for this Note, or such later date as determined in the sole discretion of Investor (the "Release Date"). For the avoidance of doubt, as of the date hereof, there is no collateral securing this Note, and after the Release Date, as applicable, there shall be no collateral securing this Note.
6.      Right of Offset. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, in the event (i) of the occurrence of any Event of Default (as defined in the Company Note) under the Company Note or any other note issued by Company in connection with the Purchase Agreement, (ii) of a breach of any material term, condition, representation, warranty, covenant or obligation of Company under any Transaction Document, or (iii) Company sells, transfers, assigns, pledges or hypothecates this Note, or attempts to do any of the foregoing, whether voluntarily or involuntarily, Investor shall be entitled to deduct and offset any amount owing by Company under the Company Note from any amount owed by Investor under this Note (the "Investor Offset Right"), provided that if any of the foregoing events occur and Investor has not yet exercised the Investor Offset Right, the Investor Offset Right shall be automatically exercised on the date that is thirty (30) days prior to the Secured Investor Note Maturity Date (an "Automatic Offset"). Other than with respect to an Automatic Offset, Investor may only elect to exercise the Investor Offset Right by delivering to Company an offset notice in a form substantially similar to Exhibit D to the Company Note or another form of Investor's choosing. In the event that Investor's exercise of the Investor Offset Right under this Section 6 results in the full satisfaction of Investor's obligations under this Note, then Company shall return this Note to Investor for cancellation or, in the event this Note has been lost, stolen or destroyed, Company shall provide Investor with a lost note affidavit in a form reasonably acceptable to Investor.
7.      Default. If any of the events specified below shall occur (each, an "Secured Investor Note Default"), Company may declare the unpaid principal balance under this Note, together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder immediately due and payable, by notice in writing to Investor. If any default, other than a Payment Default (as defined below), is curable, then the default may be cured (and no Secured Investor Note Default will have occurred) if Investor, after receiving written notice from Company demanding cure of such default, either (i) cures the default within fifteen (15) days of the receipt of such notice, or (ii) if the cure requires more than fifteen (15) days, immediately initiates steps that Company deems in Company's reasonable discretion to be sufficient to cure the default and thereafter diligently continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Each of the following events shall constitute an Secured Investor Note Default:
7.1.    Failure to Pay. Investor's failure to make any payment when due and payable under this Note (a "Payment Default");
7.2.    Breaches of Covenants. Investor's failure to observe or perform any other covenant, obligation, condition or agreement contained in this Note;
7.3.    Representations and Warranties. If any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of Investor to Company in writing in connection with this Note or any of the other Transaction Documents, or as an inducement to Company to enter into the Purchase Agreement, shall be false or misleading in any material respect when made or furnished; and
7.4.    Involuntary Bankruptcy. If any involuntary petition is filed under any bankruptcy or similar law or rule against Investor, and such petition is not dismissed within sixty (60) days, or a receiver, trustee, liquidator, assignee, custodian, sequestrator or other similar official is appointed to take possession of any of the assets or properties of Investor.
8.      Binding Effect; Assignment. This Note shall be binding on the Parties and their respective heirs, successors, and assigns; provided, however, that neither Party shall assign any of its rights hereunder without the prior written consent of the other Party, except that Investor may assign this Note to any of its Affiliates without the prior written consent of Company and, furthermore, Company agrees that it shall not unreasonably withhold, condition or delay its consent to any other assignment of this Note by Investor.
9.      Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
10.     Purchase Agreement; Arbitration of Disputes. By acceptance of this Note, each Party agrees to be bound by the applicable terms, conditions and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions attached as an exhibit to the Purchase Agreement.
11.     Customer Identification-USA Patriot Act Notice. Company hereby notifies Investor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the "Act"), and Company's policies and practices, Company is required to obtain, verify and record certain information and documentation that identifies Investor, which information includes the name and address of Investor and such other information that will allow Company to identify Investor in accordance with the Act.
12.     Lawful Interest. It being the intention of Company and Investor to comply with all applicable laws with regard to the interest charged hereunder, it is agreed that, notwithstanding any provision to the contrary in this Note or any of the other Transaction Documents, no such provision, including without limitation any provision of this Note providing for the payment of interest or other charges, shall require the payment or permit the collection of any amount in excess of the maximum amount of interest permitted by law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the indebtedness evidenced by this Note or by any extension or renewal hereof ("Excess Interest"). If any Excess Interest is provided for, or is adjudicated to be provided for, in this Note, then in such event:
12.1.   the provisions of this Section 12 shall govern and control;
12.2.   Investor shall not be obligated to pay any Excess Interest;
12.3.   any Excess Interest that Company may have received hereunder shall, at the option of Company, be (i) applied as a credit against the principal balance due under this Note or the accrued and unpaid interest thereon not to exceed the maximum amount permitted by law, or both, (ii) refunded to Investor, or (iii) any combination of the foregoing;
12.4.   the applicable interest rate or rates shall be automatically subject to reduction to the maximum lawful rate allowed to be contracted for in writing under the applicable governing usury laws, and this Note and the Transaction Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in such interest rate or rates; and
12.5.   Investor shall not have any action or remedy against Company for any damages whatsoever or any defense to enforcement of this Note or arising out of the payment or collection of any Excess Interest.
13.     Pronouns. Regardless of their form, all words used in this Note shall be deemed singular or plural and shall have the gender as required by the text.
14.     Headings. The various headings used in this Note as headings for sections or otherwise are for convenience and reference only and shall not be used in interpreting the text of the section in which they appear and shall not limit or otherwise affect the meanings thereof.
15.     Time is of the Essence. Time is of the essence with this Note.
16.     Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of the Parties to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
17.     Attorneys' Fees. If any arbitration or action at law or in equity is necessary to enforce this Note or to collect payment under this Note, Company shall be entitled to recover reasonable attorneys' fees directly related to such enforcement or collection actions.
18.     Amendments and Waivers; Remedies. No failure or delay on the part of either Party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to either Party hereto at law, in equity or otherwise. Any amendment, supplement or modification of or to any provision of this Note, any waiver of any provision of this Note, and any consent to any departure by either Party from the terms of any provision of this Note, shall be effective (i) only if it is made or given in writing and signed by Investor and Company and (ii) only in the specific instance and for the specific purpose for which made or given.
19.     Notices. Unless otherwise provided for herein, all notices, requests, demands, claims and other communications hereunder shall be given in accordance with the subsection of the Purchase Agreement titled "Notices." Either Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by providing notice thereof in the manner set forth in the Purchase Agreement.
20.     Final Note. This Note, together with the other Transaction Documents, contains the complete understanding and agreement of Investor and Company and supersedes all prior representations, warranties, agreements, arrangements, understandings, and negotiations of Investor and Company with respect to the subject matter of the Transaction Documents. THIS NOTE, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
21.     Waiver of Jury Trial. EACH OF INVESTOR AND COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY'S RIGHT TO DEMAND TRIAL BY JURY.
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IN WITNESS WHEREOF, the Parties have executed this Note as of the date set forth above.

                                                INVESTOR:
                                                TYPENEX CO-INVESTMENT, LLC
By: Red Cliffs Investments, Inc., its Manager


        By: /s/ John M. Fife
                 John M. Fife, President





ACKNOWLEDGED, ACCEPTED AND AGREED:
COMPANY:
CLIKIA CORP.

By: /s/ David Loflin
Name: David Loflin
Title: CEO



EXHIBIT J

ARBITRATION PROVISIONS

1.      Dispute Resolution. For purposes of this Exhibit J, the term "Claims" means any disputes, claims, demands, causes of action, requests for injunctive relief, requests for specific performance, liabilities, damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction Documents and any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement (or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. The term "Claims" specifically excludes a dispute over Calculations. The parties to the Agreement (the "parties") hereby agree that the arbitration provisions set forth in this Exhibit J ("Arbitration Provisions") are binding on each of them. As a result, any attempt to rescind the Agreement (or these Arbitration Provisions) or declare the Agreement (or these Arbitration Provisions) or any other Transaction Document invalid or unenforceable for any reason is subject to these Arbitration Provisions. These Arbitration Provisions shall also survive any termination or expiration of the Agreement. Any capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in the Agreement.
2.      Arbitration. Except as otherwise provided herein, all Claims must be submitted to arbitration ("Arbitration") to be conducted exclusively in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right provided for in Paragraph 5 below (the "Appeal Right"), the parties agree that the award of the arbitrator rendered pursuant to Paragraph 4 below (the "Arbitration Award") shall be (a) final and binding upon the parties, (b) the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator, and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to the Appeal Right, any costs or fees, including without limitation attorneys' fees, incurred in connection with or incident to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Arbitration Award shall include default interest (as defined or otherwise provided for in the Note, "Default Interest") (with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration Award. Judgment upon the Arbitration Award will be entered and enforced by any state or federal court sitting in Salt Lake County, Utah.
3.      The Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration Act, U.C.A. Section 78B-11-101 et seq. (as amended or superseded from time to time, the "Arbitration Act"). Notwithstanding the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the event of conflict or variation between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions shall control and the parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration Act that may conflict with or vary from these Arbitration Provisions.
4.      Arbitration Proceedings. Arbitration between the parties will be subject to the following:
4.1     Initiation of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration by giving written notice to the other party ("Arbitration Notice") in the same manner that notice is permitted under Section 10.13 of the Agreement; provided, however, that the Arbitration Notice may not be given by email or fax. Arbitration will be deemed initiated as of the date that the Arbitration Notice is deemed delivered to such other party under Section 10.13 of the Agreement (the "Service Date"). After the Service Date, information may be delivered, and notices may be given, by email or fax pursuant to Section 10.13 of the Agreement or any other method permitted thereunder. The Arbitration Notice must describe the nature of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration Notice must be pleaded consistent with the Utah Rules of Civil Procedure.
4.2     Selection and Payment of Arbitrator.
        (a) Within ten (10) calendar days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators that are designated as "neutrals" or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such three (3) designated persons hereunder are referred to herein as the "Proposed Arbitrators"). For the avoidance of doubt, each Proposed Arbitrator must be qualified as a "neutral" with Utah ADR Services. Within five (5) calendar days after Investor has submitted to Company the names of the Proposed Arbitrators, Company must select, by written notice to Investor, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select one of the Proposed Arbitrators in writing within such 5-day period, then Investor may select the arbitrator from the Proposed Arbitrators by providing written notice of such selection to Company.
        (b) If Investor fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph (a) above, then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators that are designated as "neutrals" or qualified arbitrators by Utah ADR Service by written notice to Investor. Investor may then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Investor, select, by written notice to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Investor fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by Company, then Company may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice of such selection to Investor.
        (c) If a Proposed Arbitrator chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected such Proposed Arbitrator may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the chosen Proposed Arbitrator declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators decline or are otherwise unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this Paragraph 4.2.
        (d) The date that the Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both parties to serve as the arbitrator hereunder is referred to herein as the "Arbitration Commencement Date".  If an arbitrator resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to continue the Arbitration.  If Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then the arbitrator shall be selected under the then prevailing rules of the American Arbitration Association.
        (e) Subject to Paragraph 4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if one party refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to the accrual of Default Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.
4.3     Applicability of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Utah Rules of Civil Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without limitation, to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Utah Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is the parties' intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of any conflict between the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these Arbitration Provisions shall control.
4.4     Answer and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against such party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration Notice, against a party that fails to submit an answer within such time period.
4.5     Related Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal proceedings with any state or federal court sitting in Salt Lake County, Utah ("Litigation Proceedings"), subject to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation Proceedings pursuant to the Arbitration Act.
4.6     Discovery. Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:
        (a) Written discovery will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof, and the written discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in the Arbitration. The party seeking written discovery shall always have the burden of showing that all of the standards and limitations set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as follows:
(i)     To facts directly connected with the transactions contemplated by the Agreement.
(ii)    To facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or less expensive than in the manner requested.
        (b) No party shall be allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests for admission (including discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than three (3) depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions will be borne by the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition of the estimated attorneys' fees that such party expects to incur in connection with defending the deposition. If the party defending the deposition fails to submit an estimate of attorneys' fees within five (5) calendar days of its receipt of a deposition notice, then such party shall be deemed to have waived its right to the estimated attorneys' fees.  The party taking the deposition must pay the party defending the deposition the estimated attorneys' fees prior to taking the deposition, unless such obligation is deemed to be waived as set forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated attorneys' fees are unreasonable, such party may submit the issue to the arbitrator for a decision.  All depositions will be taken in Utah.
        (c) All discovery requests (including document production requests included in deposition notices) must be submitted in writing to the arbitrator and the other party. The party submitting the written discovery requests must include with such discovery requests a detailed explanation of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure. The receiving party will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the arbitrator an estimate of the attorneys' fees and costs associated with responding to such written discovery requests and a written challenge to each applicable discovery request. After receipt of an estimate of attorneys' fees and costs and/or challenge(s) to one or more discovery requests, consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding as to the likely attorneys' fees and costs associated with responding to the discovery requests and issue an order that (i) requires the requesting party to prepay the attorneys' fees and costs associated with responding to the discovery requests, and (ii) requires the responding party to respond to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator's finding with respect to such discovery requests. If a party entitled to submit an estimate of attorneys' fees and costs and/or a challenge to discovery requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys' fees or costs associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests (as may be limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator's finding with respect to such discovery requests. Any party submitting any written discovery requests, including without limitation interrogatories, requests for production subpoenas to a party or a third party, or requests for admissions, must prepay the estimated attorneys' fees and costs, before the responding party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth above.
        (d) In order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth in these Arbitration Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery request does not satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the arbitrator may modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.


        (e) Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of the Arbitration Commencement Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following: (i) a complete statement of all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert's name and qualifications, including a list of all the expert's publications within the preceding ten (10) years, and a list of any other cases in which the expert has testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii) the compensation to be paid for the expert's report and testimony. The parties are entitled to depose any other party's expert witness one (1) time for no more than four (4) hours. An expert may not testify in a party's case-in-chief concerning any matter not fairly disclosed in the expert report.
4.6     Dispositive Motions.  Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules of Civil Procedure (a "Dispositive Motion"). The party submitting the Dispositive Motion may, but is not required to, deliver to the arbitrator and to the other party a memorandum in support (the "Memorandum in Support") of the Dispositive Motion. Within seven (7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other party a memorandum in opposition to the Memorandum in Support (the "Memorandum in Opposition"). Within seven (7) calendar days of delivery of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to the arbitrator and to the other party a reply memorandum to the Memorandum in Opposition ("Reply Memorandum"). If the applicable party shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver the Reply Memorandum as required above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion shall proceed regardless.
4.7     Confidentiality. All information disclosed by either party (or such party's agents) during the Arbitration process (including without limitation information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature. Each party agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration process (including without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure such information becomes public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party or its agents, (b) such information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified the other party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction prior to disclosure, or (c) such information is disclosed to the receiving party's agents, representatives and legal counsel on a need to know basis who each agree in writing not to disclose such information to any third party. Pursuant to Section 118(5) of the Arbitration Act, the arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure of privileged information and confidential information upon the written request of either party.
4.8     Authorization; Timing; Scheduling Order. Subject to all other portions of these Arbitration Provisions, the parties hereby authorize and direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties' intent for the Arbitration proceedings to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby agree that an Arbitration Award must be made within one hundred twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator is hereby authorized and directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date in order to establish a scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents by the parties to enable the arbitrator to render a decision prior to the end of such 120-day period.
4.9     Relief. The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator may not award exemplary or punitive damages.
4.10    Fees and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration, and (b) reimburse the prevailing party for all reasonable attorneys' fees, arbitrator costs and fees, deposition costs, other discovery costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.
5.      Arbitration Appeal.
5.1     Initiation of Appeal.  Following the entry of the Arbitration Award, either party (the "Appellant") shall have a period of thirty (30) calendar days in which to notify the other party (the "Appellee"), in writing, that the Appellant elects to appeal (the "Appeal") the Arbitration Award (such notice, an "Appeal Notice") to a panel of arbitrators as provided in Paragraph 5.2 below.  The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein as the "Appeal Date". The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph 4.1 above with respect to delivery of an Arbitration Notice.  In addition, together with delivery of the Appeal Notice to the Appellee, the Appellant must also pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond in the amount of 110% of the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing.  In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will not be further conditioned.  In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award.  If no party delivers an Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline described in this Paragraph 5.1, the Arbitration Award shall be final.  The parties acknowledge and agree that any Appeal shall be deemed part of the parties' agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.
5.2     Selection and Payment of Appeal Panel.  In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration panel (the "Appeal Panel").

        (a)     Within ten (10) calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators that are designated as "neutrals" or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such five (5) designated persons hereunder are referred to herein as the "Proposed Appeal Arbitrators"). For the avoidance of doubt, each Proposed Appeal Arbitrator must be qualified as a "neutral" with Utah ADR Services, and shall not be the arbitrator who rendered the Arbitration Award being appealed (the "Original Arbitrator"). Within five (5) calendar days after the Appellee has submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant must select, by written notice to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal Panel. If the Appellant fails to select three (3) of the Proposed Appeal Arbitrators in writing within such 5-day period, then the Appellee may select such three (3) arbitrators from the Proposed Appeal Arbitrators by providing written notice of such selection to the Appellant.
        (b)     If the Appellee fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the Appeal Date pursuant to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed Appeal Arbitrators, identify the names of five (5) arbitrators that are designated as "neutrals" or qualified arbitrators by Utah ADR Service (none of whom may be the Original Arbitrator) by written notice to the Appellee.  The Appellee may then, within five (5) calendar days after the Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant may select the three (3) members of the Appeal Panel from the Appellant's list of five (5) arbitrators by providing written notice of such selection to the Appellee.
        (c)     If a selected Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal Arbitrator may select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date a chosen Proposed Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three (3) of the five (5) designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator selection process shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators who have already agreed to serve shall remain on the Appeal Panel.
        (d)     The date that all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered to both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the "Appeal Commencement Date".  No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in writing (including via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel to serve as the lead arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes of these Arbitration Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make determinations upon the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator on the Appeal Panel.  If an arbitrator on the Appeal Panel ceases or is unable to act during the Appeal proceedings, a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel.  If Utah ADR Services ceases to exist or to provide a list of neutrals, then the arbitrators for the Appeal Panel shall be selected under the then prevailing rules of the American Arbitration Association.
        (d)     Subject to Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.
        5.3     Appeal Procedure.  The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel shall conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice.  Subject to the foregoing and all other provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate for a fair and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous evidence and discovery, together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents filed with the Appeal Panel pursuant to Paragraph 5.4(a) below).  Notwithstanding the foregoing, in connection with the Appeal, the Appeal Panel shall not permit the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new witnesses or affidavits, and shall not base any of its findings or determinations on the Original Arbitrator's findings or the Arbitration Award.
        5.4     Timing.
 (a)    Within seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal Panel copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may, but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant's arguments concerning or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7) calendar days of the Appellant's delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee's delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply Memorandum to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of this subparagraph (a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final.  If the Appellee shall fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply Memorandum as required above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and the Appeal shall proceed regardless.
(b)     Subject to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar days of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).
        5.5     Appeal Panel Award.  The Appeal Panel shall issue its decision (the "Appeal Panel Award") through the lead arbitrator on the Appeal Panel.  Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety and make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d) be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards).  Any costs or fees, including without limitation attorneys' fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award shall include Default Interest (with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in Salt Lake County, Utah.
        5.6     Relief.  The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal Panel may not award exemplary or punitive damages.
        5.7     Fees and Costs.  As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration and the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel,  which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any part) the reasonable attorneys' fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including without limitation in connection with the Appeal).
6.      Miscellaneous.
6.1     Severability. If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall be modified to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration Provisions shall remain unaffected and in full force and effect.
6.2     Governing Law.  These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict of laws principles therein.
6.3     Interpretation.  The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the interpretation of, these Arbitration Provisions.
6.4     Waiver. No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by the party granting the waiver.
6.5     Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.

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SETTLEMENT AGREEMENT AND STIPULATION

THIS SETTLEMENT AGREEMENT and STIPULATION is dated as of August 8, 2017 by and between Clikia Corp. ("CLKA" or the "Company"), a corporation formed under the laws
of the State of Nevada, and Continuation Capital, Inc., ("CCI"), a Delaware Corporation.

BACKGROUND:

WHEREAS, there are bona fide outstanding liabilities of the Company in the principal amount of not less than $357,742.50 and
WHEREAS, these liabilities are past due; and
WHEREAS, CCI acquired such liabilities on the terms and conditions set forth in the annexed Claim Purchase Agreement(s), subject however to the agreement of the
Company and compliance with the provisions hereof; and
WHEREAS, CCI and CLKA desire to resolve, settle, and compromise among other things the liabilities as more particularly set forth on Schedule A and the Claims
Purchase Agreements and debt instruments attached and annexed thereto and incorporated herein (hereinafter collectively referred to as the "Claims").

NOW, THEREFORE, the parties hereto agree as follows:

 1. Defined Terms.    As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):
        "AGREEMENT" shall have the meaning specified in the preamble hereof.
        "CLAIM AMOUNT" shall mean $357,742.50.
        "COMMON STOCK" shall mean the Company's common stock, $.00001 par value per share, and any shares of any other class of common stock whether now or hereafter
authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation of the Company).
        "COURT" shall mean Circuit Courts within the Twelfth Judicial Circuit of Florida.
        "DISCOUNT" shall mean fifty (50%) percent.
        "SALE PRICE" shall mean the Sale Price of the Common Stock on the Principal Market.
         "MARKET PRICE" on any given date shall mean the lowest Sale Price during the Valuation Period.
        "PRINCIPAL MARKET" shall mean the Nasdaq National Market, the Nasdaq
SmallCap Market, OTC Pink, the Over the Counter Bulletin Board, QB marketplace, the American Stock Exchange or the New York Stock Exchange, whichever is at the time
 the principal trading exchange or market for the Common Stock.
        "PURCHASE PRICE" shall mean the Market Price during the Valuation Period (or such other date on which the Purchase Price is calculated in accordance with the
 terms and conditions of this Agreement) less the product of the Discount and the Market Price.
        "SELLER" shall mean any individual or entity listed on Schedule A, who originally owned the Claims.
        "TRADING DAY" shall mean any day during which the Principal Market shall be open for business.
        "TRADING PERIOD" shall mean Trading Days during the Valuation Period.
        "TRANSFER AGENT" shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common Stock upon the
Company's appointment of any such substitute or replacement transfer agent).
        "VALUATION PERIOD" shall mean the thirty (30) day trading period preceding the share request inclusive of the day of any Share Request pursuant to this
agreement (the "trading period"); provided that the Valuation Period shall be extended as necessary in the event that (1) the Initial Issuance is delivered in more
 than one tranche pursuant to Sections 3(a) and 3(e), and/or (2) one or more Additional Issuances is required to be made pursuant to Section 3(d) below, in which case
 the Valuation Period for each issuance shall be extended to include additional trading days pursuant to such issuance.  The Valuation Period shall begin on the date
of any Share Request pursuant to this Agreement, but shall be suspended to the extent that any subsequent Initial Issuance tranche and/or Additional Issuance is due
to be made until such date as such Initial Issuance tranche and/or Additional Issuance is delivered to CCI pursuant to Section 3(b)(iii). Any period of suspension of
the Valuation Period shall be established by means of a written notice from CCI to the Company.  In the event the Settlement Shares and/or Settlement Fee Shares are
not delivered on the same date as the Share Request or Conversion Notice, the Valuation Period will be extended to the date the Settlement Shares and/or Settlement
Fee Shares are "Delivered".  "Delivered" shall mean the date the shares clear deposit into CCI's brokerage account, which shall be the date CCI is able to trade the
shares free from restrictions of any kind including by CCI's Brokerage firm, DTC, Company or Company's Transfer Agent (the "Extended Valuation Period").  Extending
 the Valuation Period will not adjust the number of shares delivered but will adjust the market price, Settlement Shares and/or Settlement Fee and the amount the
Claim amount is reduced as a result of the conversion, and will be memorialized by an Amended Share Request or Conversion Notice, which will be submitted to the
Company by CCI, if applicable.

2.      Fairness Hearing.   Upon the execution hereof, Company and CCI agree, pursuant to Section 3(a)(10) of the Securities Act of 1933 (the "Act"), to immediately
submit the terms and conditions of this Agreement to the Court for a hearing on the fairness of such terms and conditions, and the issuance exempt from registration
of the Settlement Shares.  This Agreement shall become binding upon the parties only upon entry of an Order by the Court substantially in the form annexed hereto as
Exhibit A (the "Order").

3.      Settlement Shares.   Following entry of an Order by the Court in accordance with Paragraph 2 herein and the execution by CCI and Company of the Stipulation
and Order of Dismissal (as  defined below) subject to paragraph 7 herein, Company shall issue and deliver to CCI shares of its Common Stock (the "Settlement Shares")
as follows:

a.      In settlement of the Claims, Company shall initially issue and deliver to CCI, in one or more tranches as necessary subject to paragraph 3(f) herein, shares
of Common Stock (the "Initial Issuance"), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a fifty
 percent (50%) discount to market (the total amount of the claims divided by 50%) based on the market price during the valuation period as defined herein through the
issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the "settlement shares").  The Company shall also issue to CCI, on
 the issuance date(s), One Million Seven Hundred Four Thousand Eight Hundred Fifty Nine (1,704,859) freely trading shares pursuant to Section 3(a)(10) of the
Securities Act in accordance herewith as a settlement fee.

b.      No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel
 to issue an opinion to Company's transfer agent, in form and substance reasonably acceptable to CCI and such transfer agent, that the shares of Common Stock to be
issued as the Initial Issuance and Additional Issuance (as defined below) and shares issued as a settlement fee are legally issued, fully paid and non-assessable, are
 exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by CCI without restriction; (ii) transmit via email,
facsimile and overnight delivery an irrevocable and unconditional instruction to Company's stock transfer agent in the form annexed hereto as Exhibit B; and (iii)
within three (3) days thereof, issue and deliver to CCI Settlement Shares and settlement fee shares in one or more tranches as necessary, without any legends or
restrictions on transfer, sufficient to satisfy the compromised amount along with settlement fee shares, through the issuance of freely trading securities issued
pursuant to Section 3(a)10 of the Securities Act.  Pursuant to this agreement, CCI may deliver a request to CLKA either directly or through Company's Transfer Agent
pursuant to Exhibit "B" which states the dollar amount (designated in U.S. dollars) of Common Stock to be issued to CCI (the "Share Request" or "Conversion Notice").
The date upon which the first tranche of the Initial Issuance shares along with any shares issued as a settlement fee have been received into CCI's account and are
available for sale by CCI shall be referred to as the "Issuance Date". Additionally, the Company shall be fully responsible for all of the Transfer Agent's costs for
each and every conversion of the Settlement Shares and Settlement Fee Shares pursuant to this section which shall be promptly paid upon request by said Transfer Agent
of CCI.  In the event that Company is delinquent on issuance of shares of stock to CCI pursuant to the terms and conditions of this Section 3 within five (5) business
days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the Discount shall be increased by five percent
(5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all
Settlement Shares and settlement fee shares have been received by CCI and Company has fully complied with all terms and conditions and obligations pursuant to this
Settlement Agreement and Stipulation.

c.      During the Valuation Period, the Company shall deliver to CCI, through
the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the "Final Amount") with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price.  The parties acknowledge that the number of Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution.

d.      If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to CCI in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an "Additional Issuance"), subject to the limitation in the paragraph below.  At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, CCI shall promptly deliver any remaining shares to Company or its transfer agent for cancellation.

e.      Notwithstanding anything to the contrary contained herein, it is the
intention of the parties that the Settlement Shares along with settlement fee shares beneficially owned by CCI at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by CCI, or deemed beneficially owned by CCI, would result in CCI owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder.  In compliance therewith, the Company agrees to deliver the Initial Issuance and any Additional Issuances in one or more tranches.

f.      For the avoidance of doubt, the price used to determine the number of
shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the nearest decimal place  of .00001.

4.      Necessary Action.   At all times after the execution of this Agreement and entry of the Order by the Court, each party hereto agrees to take or cause to be taken all such necessary action including, without limitation, the execution and delivery of such further instruments and documents, as may be reasonably requested by any party for such purposes or otherwise necessary to effect and complete the transactions contemplated hereby.

5.      Releases.   Upon receipt of all of the Settlement Shares and settlement fee shares for and in consideration of the terms and conditions of this Agreement, and except for the obligations, representations, indemnifications pursuant to paragraph 15 herein and covenants arising or made hereunder or a breach hereof, the parties hereby release, acquit and forever discharge the other and each, every and all of their current and past officers, directors,
shareholders, affiliated corporations, subsidiaries, agents, employees, representatives, attorneys, predecessors, successors and assigns (the "Released Parties"), of and from any and all claims, damages, cause of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, which the parties may now have or may hereafter have or claim to have against each other with respect to the Claims.  Nothing contained herein shall be deemed to negate or affect CCI's right and title to any securities heretofore issued to it by Company or any subsidiary of Company.
6.      Representations.     Company hereby represents, warrants and covenants to CCI as follows:
a.      There are Nine Hundred Fifty Million (950,000,000) shares of Common
Stock of the Company authorized, of which approximately Two Hundred Seventy
SevenMillion Eight Hundred Fourteen Thousand Six Hundred Seventy Two (277,814,672) Shares of Common Stock are issued and outstanding; and Six Hundred seventy two Million
One Hundred Eighty Five Thousand Three Hundred Twenty Eight (672,185,328) Shares of Common Stock are available for issuance pursuant hereto;
b.      The shares of Common Stock to be issued pursuant to the Order are duly
authorized, and when issued will be duly and validly issued, fully paid and non-assessable, free and clear of all liens, encumbrances and preemptive and similar rights to subscribe for or purchase securities;
c.      The shares will be exempt from registration under the Securities Act and
issuable without any restrictive legend;
d.      The Company shall reserve from its duly authorized capital stock a
number of shares of Common Stock at least equal to the greater of the number of shares that could be issued pursuant to the terms of the Order and that Company shall initially reserve at its transfer agent, at a minimum, One Hundred Fifty Million (150,000,000) shares during the Valuation Period and subsequently reserve and maintain said amount of reserve shares prior to and as a condition precedent to CCI making each scheduled payment pursuant to Schedule A Claims attached hereto in order to ensure that it can properly carry out the terms of this agreement, which may only be released to Company once all of the Settlement Shares and settlement fee shares have been delivered and converted pursuant to this agreement and Company's obligations are otherwise fully satisfied or there has otherwise been a default pursuant to the terms of this agreement; of this reserve amount, CCI plans on converting this Settlement into that number of shares and in many instances more shares, should the price go down.  In the event that Company is delinquent in replenishing reserves in order to maintain the required amount of reserve shares pursuant to this section 6(d) prior to CCI making scheduled payments to creditors pursuant to Schedule A then the discount shall be increased by five percent (5%) as well as an additional five percent (5%) for each delinquency of five percent (5%) trading days up to a maximum discount of ninety percent (90%) until the required reserve shares have been received by CCI and Company has fully complied with all terms, conditions and obligations pursuant to this Settlement Agreement and Stipulation;
e.      If at any time it appears reasonably likely that there may be insufficient authorized shares to fully comply with the Order, Company shall promptly increase its authorized shares to ensure its ability to timely comply with the Order;
f.      The execution of this Agreement and performance of the Order by
Company and CCI will not (1) conflict with, violate or cause a breach or default under any agreements between Company and any creditor (or any affiliate thereof) related to the account receivables comprising the Claims, or (2) require any waiver, consent, or other action of the
Company or any creditor, or their respective affiliates, that has not already been obtained;
g.      Without limitation, the Company hereby waives any provision in any
agreement related to the account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court;
h.      The Company has all necessary power and authority to execute, deliver
and perform all of its obligations under this Agreement;
i.      The execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part of Company and its Board of Directors (including a majority of its independent directors), and this Agreement has been duly executed and delivered by Company;
j.      Company did not enter into the transaction giving rise to the Claims in
contemplation of any sale or distribution of Company's common stock or other securities;
k.      There has been no modification, compromise, forbearance, or waiver
entered into or given with respect to the Claims.  There is no action based on the Claims that is currently pending in any court or other legal venue, and no judgments based upon the Claims have been previously entered in any legal proceeding;
l.      There are no taxes due, payable or withholdable as an incident of Seller's
provision of goods and services, and no taxes will be due, payable or withholdable as a result of settlement of the Claims;
m.      Seller was not and within the past ninety (90) days has not been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, the Company and with the exception of those entities disclosed herein as "Affiliates", is not an affiliate of the Company as defined in Rule 144 promulgated under the Act;
n.      Company is operational and is a non-shell company within the meaning of
Rule 405 and all applicable Securities Rules and Registration pertaining thereto;
o.      Company represents that Seller is not, directly or indirectly, utilizing any of the proceeds received from CCI for selling the Claims to provide any consideration to or invest in any manner in the Company or any affiliate of the Company;
p.      Company has not received any notice (oral or written) from the SEC or
Principal Market regarding a halt, limitation or suspension of trading in the Common Stock; and
q.      Seller will not, directly or indirectly, receive any consideration from or be compensated in any manner by, the Company, or any affiliate of the Company, in exchange for or in consideration of selling the Claims;
r.      Company represents that none of the services provided or to be provided which gave rise to the Claims were or are services related to promoting the Company's
Securities or that may be considered investor relations services;
s.      Company represents that each Claim being purchased pursuant hereto is a bona-fide Claim against the Company and that the invoices or written contract(s)/promissory notes underlying each Claim are accurate representations of the nature of the debt and the amounts owed by the Company to Seller and that the goods or services which are the subject of the Claims being purchased have been received, rendered, or are otherwise due and owing;
t.      Company acknowledges that CCI or its affiliates may from time to time, hold outstanding securities of the Company which may be convertible in shares of the Company's common stock at a floating conversion rate tied to the current market price for the stock.  The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. The Company's executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect.  The board of directors of the Company has concluded in its good faith business judgment that such transaction is in the best interests of the Company.  The Company specifically acknowledges that its obligation to issue the Settlement Shares along with settlement fee shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company.  The Board of Directors of the Company has further given its consent for each conversion of shares of stock pursuant to this agreement and agrees and consents that same may occur below the par value of the Company's Common Stock if applicable.
u.      None of the transactions agreements or proceedings described above is
part of a plan or scheme to evade the registration requirements of the Securities Act and CLKA and CCI are acting and has acted in an arms length capacity.
7.      Continuing Jurisdiction.   Simultaneously with the execution of this Agreement, the attorneys representing the parties hereto will execute a stipulation of dismissal substantially in the form annexed hereto as Exhibit C (the "Stipulation of Dismissal").  The parties hereto expressly agree that said Stipulation of Dismissal shall not be filed, but shall be held in escrow by counsel for CCI, until such time that Company has fully complied with all of its obligations pursuant to this Settlement Agreement and Stipulation.  In order to enable the Court to grant specific enforcement or other equitable relief in connection with this Agreement, (a) the parties consent to the jurisdiction of the Court for purposes of enforcing this Agreement, and (b) each party to this Agreement expressly waives any contention that there is an adequate remedy at law or any like doctrine that might otherwise preclude injunctive relief to enforce this Agreement.
8.      Conditions Precedent/ Default.
a.      If Company shall default in promptly delivering the Settlement Shares to
CCI in the form and mode of delivery as required by Paragraphs 2, 3, 4 and 6 herein or otherwise fail in any way to fully comply with the provisions thereof;
                b.      If the Order shall not have been entered by the Court on or prior to ninety
(90) days after execution of this agreement;
c.      If the Company shall fail to comply with the Covenants set forth in
Paragraph 14 hereof;
d.      If Bankruptcy, dissolution, receivership, reorganization, insolvency or
liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors or other legal proceedings for any reason shall be instituted by or against the Company; or if the trading of the Common Stock shall have been halted, limited, or suspended by the SEC or on the Principal Market; or trading in securities generally on the Principal Market shall have been suspended or limited;  or, minimum prices shall been established for securities traded on the Principal Market;  or the Common Stock is not eligible or unable to be deposited for trade on the Principal Market; or the Company is delinquent or has not made its required Securities and Exchange Commission filings; or there shall have been any material adverse change (i) in the Company's finances or operations, or (ii) in the financial markets such that, in the reasonable judgment of the CCI, makes it impracticable or inadvisable to trade the Settlement Shares along with any settlement fee shares; and such suspension, limitation or other action is not cured within five (5) trading days; then the Company shall be deemed in default of the Agreement and Order and this Agreement and/or any remaining obligations of CCI pursuant to this Agreement shall be voidable in the sole discretion of CCI, unless otherwise agreed by written agreement of the parties;
e.      In the event that the Company fails to fully comply with the conditions precedent as specified in paragraph 8 a. through d. herein, then the Company shall be deemed in default of the agreement and CCI, at its option and in its sole discretion, may declare Company to be in default of the Agreement and Order, and this Agreement and/or any remaining obligations of CCI pursuant to this Agreement shall be voidable in the sole discretion of CCI, unless otherwise agreed by written agreement of the parties.  In said event, CCI shall have no further obligation to comply with the terms of this agreement and can thus opt out of making any remaining payments, if applicable, not previously made to creditors as contemplated by the Claims Purchase Agreements as referenced in schedule A.  In the event Company is declared to be in default, Company shall remain fully obligated to comply with the terms of this Settlement Agreement and Stipulation for issuance of shares of stock to CCI for any amount of debt previously purchased and paid for by CCI pursuant to the terms of this Settlement Agreement and Stipulation, Schedule A, as well as Order Approving same along with all settlement fee shares required hereby.  In the event that Company is declared to be in default of this Agreement prior to successful deposit and clearance of the Settlement Shares and/or settlement fee shares, Company shall further remain fully obligated for issuance of all settlement fee shares pursuant to paragraph 3(a) herein.
9.      Information.   Company and CCI each represent that prior to the execution of this Agreement, they have fully informed themselves of its terms, contents, conditions and effects, and that no promise or representation of any kind has been made to them except as expressly stated in this Agreement.
10.     Ownership and Authority.   Company and CCI represent and warrant that they
have not sold, assigned, transferred, conveyed or otherwise disposed of any or all of any claim, demand, right, or cause of action, relating to any matter which is covered by this Agreement, that each is the sole owner of such claim, demand, right or cause of action, and each has the power and authority and has been duly authorized to enter into and perform this Agreement and that this Agreement is the binding obligation of each, enforceable in accordance with its terms.
11.     No Admission.   This Agreement is contractual and it has been entered into in order to compromise disputed claims and to avoid the uncertainty and expense of the litigation.  This Agreement and each of its provisions in any orders of the Court relating to it shall not be offered or received in evidence in any action, proceeding or otherwise used as an admission or concession as to the merits of the Action or the liability of any nature on the part of any of the parties hereto except to enforce its terms.
12.     Binding Nature.  This Agreement shall be binding on all parties executing this Agreement and their respective successors, assigns and heirs.
13.     Authority to Bind.   Each party to this Agreement represents and warrants that the execution, delivery and performance of this Agreement and the consummation of the transactions provided in this Agreement have been duly authorized by all necessary action of the respective entity and that the person executing this Agreement on its behalf has the full capacity to bind that entity.  Each party further represents and warrants that it has been represented by independent counsel of its choice in connection with the negotiation and execution of this Agreement, and that counsel has reviewed this Agreement.  Company further represents and warrants that they have had corporate legal counsel review and agree to the terms of this Agreement independent of counsel of their choosing to represent Company at any fairness hearing or hearings to approve this Agreement.
14.     Covenants.
a.      For so long as CCI or any of its affiliates holds any shares of Common Stock, neither Company nor any of its affiliates shall  vote any shares of Common Stock owned or controlled by it (unless voting in favor of a proposal approved by a majority of Company's Board of Directors), or solicit any proxies or seek to advise or influence any person with respect to any voting securities of Company; in favor of (1) an extraordinary corporate transaction, such as a reorganization, reverse stock split or liquidation, involving Company or any of its subsidiaries, (2) a sale or transfer of a material amount of assets of Company or any of its subsidiaries, (3) any material change in the present capitalization or dividend policy of Company, (4) any other material change in Company's business or corporate structure, (5) a change in Company's charter, bylaws or instruments corresponding thereto (6) causing a class of securities of Defendant to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (7) causing a class of equity securities of Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, (8) terminating its Transfer Agent (9) taking any action which would impede  the purposes and objects of this Settlement Agreement  or (10) taking any action, intention, plan or arrangement similar to any of those enumerated above.  Nothing in this section shall be deemed to exclude strategic decisions by Company made in an effort to expand the Company except as expressly stated herein.  The provisions of this paragraph may not be modified or waived without further order of the Court.
b.      Immediately upon the signing of the Settlement Order by the Court, the Company shall cause to be filed a Form 8-K with the Securities and Exchange Commission disclosing the settlement or Supplemental Information with OTC Markets as applicable. Furthermore, and at the written request of CCI, in the event that the Company raises their issued and outstanding Common Stock by an additional ten percent (10%) or more, Company shall file a form 8k with the Securities and Exchange Commission or Supplemental Information with OTC Markets as applicable.  The Company shall further immediately file such additional SEC filings as may be or are required in respect of the transactions.  In the event that the
Company fails to fully comply with this provision, then the Discount pursuant to this agreement shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and settlement fee shares have been received by CCI and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation.
c.      CCI hereby covenants that they have not provided any funds or other
consideration to the Company and have no intent to do so.  In no event shall any of the funds received from the sale of shares of the Company in reliance upon the Court Order be used to provide any consideration to the Company.
d.      CCI has utilized the services of Windsor Street Capital, L.P. as a
placement agent in this transaction and CCI has not and is not acting as a broker dealer in such capacity in this transaction pursuant to Section 15 of the Securities Exchange Act of 1934.  Windsor Street Capital, L.P. has performed due diligence on the debts associated with this transaction, negotiated the terms hereof and arranged for CCI to place their capital in this transaction.  Continuation Capital, Inc., through the transactions, agreements or proceedings above are not a part of a plan or scheme or evade the registration requirements of Section 15 of the Securities Exchange Act of 1934 or any other applicable provisions.
15.     Indemnification.   Company covenants and agrees to indemnify, defend and hold CCI and its agents, employees, representatives, officers, directors, stockholders, controlling persons and affiliates harmless arising from or incident or related to this Agreement, including, without limitation, any claim or action brought derivatively or by the Seller or Shareholders of the Company and further, harmless against any charges, claims, suits, losses, expenses, damages, obligations, fines, judgments, liabilities, costs and expenses (including actual costs of investigation and reasonable attorney's fees) whether brought by an individual or entity or imposed by a court of law or by administrative action of any Federal, State or Local governmental body or agency, administrative agency or regulatory authority related to arising in any manner out of, based upon or in connection with (a) any untrue statement or alleged untrue statement of a material fact made by the Company or any omission or alleged omission of the Company to state a material fact required to be stated herein or in any seller document or necessary to make the statements therein not misleading or (b) the inaccuracy or breach of any covenant, representation or warranty made by the Company contained herein or in any seller document or (c) any transaction, proposal or any other matter contemplated herein.  The Company will promptly reimburse the indemnified parties for all expenses (including reasonable fees and expenses of legal counsel) as incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim related to or arising in any manner out of any matter contemplated by this Agreement, or any action or proceeding arising therefrom, whether or not such indemnified party is a formal party to any such proceeding.  This Agreement specifically includes, but is not limited to the foregoing concerning any claim that
Continuation Capital, Inc. is in violation of or has violated Section 5 of the Securities Act of
1933, as amended, for unlawful or unauthorized sale of securities based upon Continuation Capital, Inc.'s reliance on representations of Company or misrepresentations of Company pursuant to (a), (b) or (c) herein and/or that any payments made by CCI to Creditors were fraudulent, based upon false instruments provided to CCI or not bona fide claims within the meaning of Section 3(a)(10) of the Securities Act of 1933 .  Notwithstanding the foregoing, the Company shall not be liable in respect of any claims that a court of competent jurisdiction has judicially determined by final judgment (and the time to appeal has expired or the last right of appeal of has been denied) which resulted solely or in part from the willful misconduct of an indemnified party or the willful violation of any securities law or regulations by the indemnified party.  The Company further agrees that it will not, without the prior written consent of Continuation Capital, Inc., settle, compromise or consent to the entry of any judgment in any pending or threatened proceeding in respect of which indemnification may be sought hereunder (whether or not Continuation Capital, Inc. or any indemnified party is an actual or potential party to such proceeding), unless such settlement, compromise or consent includes an unconditional release of Continuation Capital, Inc. and each other indemnified party hereunder from all liability arising out of such proceeding.   In order to provide for just and equitable contribution in any case in which (i) an Indemnified Party is entitled to indemnification pursuant to this Indemnification Agreement but it is judicially determined by the entry of a final judgment decree by a court of competent jurisdiction and (the time to appeal has expired or the last right of appeal has been denied) that such indemnification may not be enforced in such case, or (ii) contribution may be required by the Company in circumstances for which an Indemnified Party is otherwise entitled to indemnification under the Agreement, then, and in each such case, the Company shall contribute to the aggregate losses, Claims and damages and/or liabilities in an amount equal to the amount for which indemnification was held unavailable.
 The Company further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with CCI's agreement hereunder except for Claims that a court of competent jurisdiction shall have determined by final judgment (and the time to appeal has expired or the last right of appeal has been denied) resulted solely or in part from the willful misconduct of such Indemnified Party or the willful violation of any securities laws or regulations by an Indemnified Party.  The indemnity, reimbursement and contribution obligations of the Company set forth herein shall be in addition to any liability which the Company may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company or an Indemnified Party.
16.     Legal Effect.   The parties to this Agreement represent that each of them has been advised as to the terms and legal effect of this Agreement and the Order provided for herein, and that the settlement and compromise stated herein is final and conclusive forthwith, shall supersede all prior written or oral between the parties, subject to the conditions stated herein, and each attorney represents that his or her client has freely consented to and authorized this Agreement after having been so advised.
17.     Mutual Drafting.  Each party has participated jointly in the drafting of this Agreement which each party acknowledges is the result of negotiation between the parties and through placement agent Windsor Street Capital, L.P., and the language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent.  If ambiguity or question of intent or interpretation arises, then this Agreement will accordingly be construed as drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party to this Agreement by virtue of the authorship of  any of the provisions of this Agreement.
18.     Waiver of Defense.     Each party hereto waives a statement of decision, and the right to appeal from the Order after its entry.  Company further waives any defense based on the rule against splitting causes of action.  The prevailing party in any motion to enforce the Order shall be awarded its reasonably attorney fees and expenses in connection with such motion.  Except as expressly set forth herein, each party shall bear its own attorneys' fees, expenses and costs.
19.     Signatures.   This Agreement may be signed in counterparts and the Agreement, together with its counterpart signature pages, shall be deemed valid and binding on each party when duly executed by all parties. Facsimile and electronically scanned signatures shall be deemed valid and binding for all purposes.  This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
20.     Choice of Law, Etc.   Notwithstanding the place where this Agreement may be executed by either of the parties, or any other factor, all terms and provisions hereof shall be governed by and construed in accordance with the laws of the State of Florida, applicable to agreements made and to be fully performed in that State and without regard to the principles of conflicts of laws thereof.  Any action brought to enforce, or otherwise arising out of this Agreement shall be brought only in State Court sitting in the Twelfth Judicial Circuit, State of Florida.
21.     Exclusivity.   For a period of the later of one hundred eighty (180) days from the date of the execution of this Agreement or upon CCI's final sale of all shares of stock issued pursuant hereto subsequent to final adjustment; (a) Company and its representatives shall not enter into any exchange transaction under Section 3(a)(10) of the Securities Act nor directly or indirectly discuss, negotiate or consider any proposal, plan or offer from any other party relating to any liabilities, or any financial transaction having an effect or result similar to the transactions contemplated hereby, and (b) CCI shall have the exclusive right to negotiate and execute definitive documentation embodying the terms set forth herein and other mutually acceptable terms.
22.     Inconsistency.   In the event of any inconsistency between the terms of this Agreement and any other document executed in connection herewith, the terms of this Agreement shall control to the extent necessary to resolve such inconsistency.
23.     NOTICES.  Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of

(a)     the date delivered, if delivered by personal delivery as against written receipt therefore or by confirmed facsimile transmission,

(b)     the fifth business day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or

(c)     the second business day after mailing by domestic or international express courier, with delivery costs and fees prepaid,

(d)     delivery by email upon delivery,

in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10) days' advance written notice similarly given to each of the other parties hereto):

Company:

                        Clikia Corp.
                        7117 Florida Boulevard, Suite 206
                        Baton Rouge, Louisiana 70806
Attn:  David Loflin
Telephone No.: 800-584-3808
                        E-mail: dloflin@clikiacorp.com

with a copy to:

                        David A. Altier, Esq.
                        DAVID A. ALTIER, P.A.
                        1432 First Street
                        Sarasota, Florida  34236
                        (941) 954-7750                          (941) 951-1509 (FAX)
                        Florida Bar No. 0151459

                        Continuation Capital, Inc.
                        Attn: ________________________
_____________________________
_____________________________
Telephone: _____________________
Email: _________________________

                And


                        Michael G. Brown, Esq.                          P.O. Box 19702
                        Sarasota, Florida 34237
                        941-780-1300 (phone)
                        941-296-7500 (fax)
                        Florida Bar No. 0148709

IN WITNESS WHEREOF, the parties have duly executed this Settlement Agreement and Stipulation as of the date first indicated above.
                                        Continuation Capital, Inc.
By: /s/ KARL BUHL
Name: Karl Buhl
Title: Secretary
Clikia Corp.
By: /s/ DAVID LOFLIN
Name: David Loflin
Title: CEO

EMPLOYMENT AGREEMENT

 This Employment Agreement ("Agreement") is made this 10th day of January, 2017, by and between MK Automotive, Inc., a duly organized Nevada corporation ("Employer"),
 and David Loflin, a resident of the State of Louisiana ("Employee").

W I T N E S S E T H:

WHEREAS, Employer desires to retain the services of Employee and Employee desires to serve as President, Chairman and Chief Executive Officer of Employer; and

WHEREAS, Employee is willing to be employed by Employer, and Employer is willing to employ Employee, on the terms, covenants and conditions hereinafter set forth; and

 NOW, THEREFORE, in consideration of such employment and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, Employer and Employee
 hereby agree as follows:

SECTION I.  EMPLOYMENT OF EMPLOYEE

 Employer hereby employs, engages and hires Employee as President, Chairman and Chief Executive Officer of Employer, and Employee hereby accepts and agrees to such
hiring, engagement and employment, subject to the general supervision of the Board of Directors of Employer.  Employee shall perform duties as are customarily
performed by one holding such position in other, same or similar businesses or enterprises as that engaged in by Employer, and shall also additionally render such
other and unrelated services and duties as may be reasonably assigned to him from time to time by the Board of Directors of Employer.  Employee shall devote his best
efforts to the performance of his duties as Chairman and Chief Executive Officer of Employer.

SECTION II.  EMPLOYEE'S PERFORMANCE

 Employee hereby agrees that he will, at all times, faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that
may be required of and from him pursuant to the express and implicit terms hereof, to the reasonable satisfaction of Employer.

SECTION III.  COMPENSATION OF EMPLOYEE

 Employer shall pay Employee, and Employee shall accept from Employer, in full payment for Employee's services hereunder, compensation as follows:

 A. Salary.  Employee shall be paid as and for a salary the sum of $15,000.00 per calendar month, which salary shall be payable on the 1st and 15th days of each
calendar month, in advance, subject to deduction of lawful and required withholding.

  Employee's unpaid salary shall accrue until paid by Employer.  Employee shall have the right, but not the obligation, to be paid all or a portion of his accrued and
 unpaid salary in shares of Employer's common stock, on the following basis:

   on the first business day of each calendar quarter, should Employee desire to convert his accrued and unpaid salary from the immediately preceding calendar quarter
 into shares of Employer's common stock, Employee shall deliver to Employer a written notice (a "Salary Conversion Notice") of his intent to have Employer pay such
accrued and unpaid salary in shares of Employer's common stock.  Each Salary Conversion Notice  shall set forth (1) the amount of accrued and unpaid salary to be
converted into shares of Employer's common stock and (2) the number of shares of Employer's common stock which are to be issued to Employee based on the following
formula:

    Amount of accrued and unpaid salary from the immediately preceding calendar quarter divided by the Applicable Share Price (defined below) equals the number of
 shares to be issued to Employee.  By way of example only, if Employee's accrued and unpaid salary totals $1,000 and the Applicable Share Price is $.05, Employer
would issue 20,000 shares of its common stock to Employee ($1,000 divided by $.05 equals 20,000 shares).

    "Applicable Share Price" shall mean the average closing bid price of Employer's common stock, as reported by the OTC Bulletin Board, for the last three (3)
 trading days of the subject calendar quarter.

B. Cellular Phone.  Employer shall provide Employee with a cellular phone for his use in performing his responsibilities with Employer.  In the alternative, Employer
 shall pay Employee's cellular phone expense.


C. Insurance and Other Benefits.  As further consideration for his covenants contained herein, Employer will add Employee, including Employee's family, with such
health, dental and vision insurance as it offers other employees and other benefits, including a 401(k) plan, as may be   established by Employer from time to time
 with respect to its  employees in accordance with Employer's established procedures.  Employee shall be entitled to Directors' and Officers' indemnification
 insurance coverage to the same extent as is provided to other persons employed as officers of Employer.

D. Other Compensation Plans.  Employee shall be entitled to participate, to the same extent as is provided to other persons employed by Employer, in any future stock
 bonus plan, stock option plan or employee stock ownership plan of Employer.

E. Other Expenses.  Employee agrees that he shall be responsible for all expenses incurred in his performance hereunder, unless Employer shall have agreed, in advance
 and in writing, to reimburse Employee for any such expenses.

F. Vacations.  During the term of this Agreement, Employee shall be entitled to three (3) weeks of vacation.




SECTION IV.  INDEMNIFICATION OF EMPLOYEE

 As further consideration of Employee's executing this Agreement, Employer shall have executed, prior to the execution of this Agreement, an Indemnity Agreement (the
 "Indemnity Agreement"), in the form attached hereto as Exhibit IV. The obligations under the Indemnity Agreement shall survive the termination of this Agreement.

SECTION V.  COMPANY POLICIES

 Employee agrees to abide by the policies, rules, regulations or usages applicable to Employee as established by Employer from time to time and provided to Employee
 in writing.

SECTION VI.  CONFIDENTIALITY AGREEMENT

A.      Confidentiality Agreement.  In consideration of Employer's executing this Agreement, Employee shall have executed, prior to the execution of this Agreement, a
 Confidentiality Agreement (the "Confidentiality Agreement"), in the form attached hereto as Exhibit VI(A).

B.      Survival.  The obligations under the Confidentiality Agreement shall survive the termination of this Agreement for one year.
SECTION VII.  TERM AND TERMINATION

A.      Term. The initial term of this Agreement shall be a period of three years, commencing on January 10, 2017.   This Agreement shall renew for an additional
 three-year period, provided neither party hereto submits a written notice of termination within ninety (90) days prior to the termination of the initial term hereof.

B.      Termination.  Employer agrees not to terminate this Agreement except for "just cause".  For purposes of this Agreement, "just cause" shall mean (1) the
 willful failure or refusal of Employee to implement or follow the written policies or directions of Employer's Board of Directors, provided that Employee's failure
 or refusal is not based upon Employee's belief in good faith, as expressed to Employer in writing, that the implementation thereof would be unlawful; (2) conduct
 which is inconsistent with Employee's position with Employer and which results in a material adverse effect (financial or otherwise) or misappropriation of assets of
 Employer; (3) conduct which violates the provisions contained in the existing Confidentiality Agreement or the NonCompetition Agreement between Employer and
 Employee; (4) the intentional causing of material damage to Employer's physical property; and (5) any act involving personal dishonesty or criminal conduct against
 Employer.

Although Employer retains the right to terminate Employee for any reason not specified above, Employer agrees that if it discharges Employee for any reason other than
 just cause, as is solely defined above, Employee will be entitled to full compensation hereunder.  If Employee should cease his employment hereunder voluntarily for
 any reason, or is terminated for just cause, all future compensation and benefits payable to Employee shall thereupon, without any further writing or act, cease,
 lapse and be terminated.   However, all salary and reimbursements which accrued prior to Employee's ceasing employment or termination will become immediately due and
 payable and shall be payable to Employee's estate should his employment cease due to death.

SECTION VIII.  COMPLETE AGREEMENT

 This Agreement contains the complete agreement concerning the employment arrangement between the parties hereto and shall, as of the effective date hereof, supersede
 all other agreements between the parties, including all other employment agreements. The parties hereto stipulate that neither of them has made any representation
 with respect to the subject matter of this Agreement or any representations including the execution and delivery hereof, except such representations as are
specifically set forth herein and each of the parties hereto acknowledges that he or it has relied on his or its own judgment in entering into this Agreement. The
 parties hereto further acknowledge that any payments or representations that may have heretofore been made by either of them to the other are of no effect and that
neither of them has relied thereon in connection with his or its dealings with the other.

SECTION IX.  WAIVER; MODIFICATION

 The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach
 hereof. No waiver or modification of this Agreement or of any covenant, condition or limitation herein contained shall be valid unless in writing and duly executed
 by the party to be charged therewith and no evidence of any waiver or modification shall be offered or received in evidence of any proceeding or litigation between
the parties hereto arising out of, or affecting, this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in
writing, duly executed as aforesaid, and the parties further agree that the provisions of this Section IX may not be waived except as herein set forth.

SECTION X.  SEVERABILITY

 All agreements and covenants contained herein are severable, and in the event any one of them, with the exception of those contained in Sections I, III, IV, V and
VI hereof, shall be held to be invalid in any proceeding or litigation between the parties, this Agreement shall be interpreted as if such invalid agreements or

covenants were not contained herein.
SECTION XI.  NOTICES

 Any and all notices will be sufficient if furnished in writing, sent by registered mail to his last known residence, in case of Employee, or, in case of Employer, to
 its principal office address.

SECTION XII.  REPRESENTATIONS OF EMPLOYER

        The execution of this Agreement by Employer has been approved by the Board of Directors of Employer.

SECTION XIII.  REPRESENTATIONS OF EMPLOYEE

 Employee hereby represents to Employer that he is under no legal disability with respect to his entering into this Agreement.

SECTION XIV.  COUNTERPARTS

 This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original and, together, shall constitute one and the same agreement, with
 one counterpart being delivered to each party hereto.

SECTION XV.  BENEFIT

 The provisions of this Agreement shall extend to the successors, surviving corporations and assigns of Employer and to any purchaser of substantially all of the
assets and business of Employer. The term "Employer" shall be deemed to include Employer, any joint venture, partnership, limited liability company, corporation or
 other juridical entity, in which Employer shall have an interest, financial or otherwise.

SECTION XVI.  ARBITRATION

 The parties agree that any dispute arising between them related to this Agreement or the performance hereof shall be submitted for resolution to the American
 Arbitration Association for arbitration in the Baton Rouge, Louisiana, office of the Association under the then-current rules of arbitration. The Arbitrator or
 Arbitrators shall have the authority to award to the prevailing party its reasonable costs and attorneys fees. Any award of the Arbitrators may be entered as a
judgment in any court competent jurisdiction.

 Notwithstanding the provisions contained in the foregoing paragraph, the parties hereto agree that Employer may, at its election, seek injunctive or other equitable
 relief from a court of competent jurisdiction for a violation or violations by Employee of the existing Confidentiality Agreement.

SECTION XVII.  LEGAL REPRESENTATION

 Employer and Employee both acknowledge that each has utilized separate legal counsel with respect to this Agreement.  EMPLOYEE IS ADMONISHED TO SEEK HIS OWN LEGAL
 COUNSEL.

SECTION XVIII.  GOVERNING LAW
It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in
accordance with and under and pursuant to the laws of the State of Louisiana, and that, in any action, special proceeding or other proceeding that may be brought
 arising out of, in connection with or by reason of this Agreement, the laws of the State of Louisiana shall be applicable and shall govern to the exclusion of the
 law of any other forum, without regard to the jurisdiction in which any such action or special proceeding may be instituted.

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

MK AUTOMOTIVE, INC.
By: /s/ BRIAN WENDT
Brian Wendt
President


/s/ DAVID LOFLIN
David Loflin

Address of Employee:
7123 Moniteau Ct
Baton Rouge, LA 70809

___________________________________________________________________________________________________________________________________________________
Exhibit IV
___________________________________________________________________________________________________________________________________________________

                                                                                  INDEMNITY AGREEMENT

 THIS AGREEMENT is made and entered into as of the 10th day of January, 2017, by and between MK Automotive, Inc., a Nevada corporation (the
"Corporation"), and David Loflin ("Agent").

RECITALS

WHEREAS, Agent performs a valuable service to the Corporation in his capacity as Chairman, Chief Executive Officer and President of the Corporation;

WHEREAS, the Corporation's bylaws (the "Bylaws") provide for the indemnification of the directors, officers, employees and other agents of the Corporation, including
persons serving at the request of the Corporation in such capacities with other corporations or enterprises, as authorized by the Nevada General Corporation Law
"GCL");

WHEREAS, the Bylaws and the GCL, by their non-exclusive nature, permit contracts between the Corporation and its agents, officers, employees and other agents with

respect to indemnification of such persons; and

WHEREAS, in order to induce Agent to continue to serve as Chairman and Chief Executive Officer of the Corporation, the Corporation has determined and agreed to enter
 into this Agreement with Agent;

        NOW, THEREFORE, in consideration of Agent's continued service as Chairman and Chief Executive Officer of the Corporation after the date hereof, the parties
 hereto agree as follows:

AGREEMENT

1.      SERVICES TO THE CORPORATION. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director, officer
or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he
 is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided,
however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this
Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

2.      INDEMNITY OF AGENT. The Corporation hereby agrees to hold harmless and indemnify Agent to the fullest extent authorized or permitted by the provisions of the
 Bylaws and the GCL, as the same may be amended from time to time (but, only to the extent that such amendment permits the Corporation to provide broader
indemnification rights than the Bylaws or the GCL permitted prior to adoption of such amendment), as follows:

(a)     against any and all expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that
 Agent becomes legally obligated to pay because of any claim or claims made against him in connection with any threatened, pending or completed action, suit or
 proceeding, whether civil, criminal, arbitrational, administrative or investigative (including an action by or in the right of the Corporation) to which Agent is,
was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Agent is, was or at any time becomes a director, officer, employee
 or other agent of Corporation, or is or was serving or at any time serves at the request of the Corporation as a director, officer, employee or other agent of another
 corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and

(b)     otherwise to the fullest extent as may be provided to Agent by the Corporation under the non-exclusivity provisions of the GCL and the Bylaws.
3.      LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:
(a)     on account of any claim against Agent solely for an accounting of profits made by Agent in violation of Section 16 of the Securities Exchange Act of 1934 and
 amendments thereto or similar provisions of any federal, state or local statutory law;

(b)     on account of Agent's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful
 misconduct;

(c)     on account of Agent's conduct that is established by a final judgment as constituting a breach of Agent's duty of loyalty to the Corporation or resulting in
any personal profit or advantage to which Agent was not legally entitled;

(d)     for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or
agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;

(e)     if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes
 that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for
indemnification should be submitted to appropriate courts for adjudication); or

(f)     in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers,
employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of
the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCL, or
 (iv) the proceeding is initiated pursuant to Section 8 hereof.

4.      CONTINUATION OF INDEMNITY. All agreements and obligations of the Corporation
contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the
 Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and
 shall continue thereafter so long as Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil,
 criminal, arbitrational, administrative or investigative, by reason of the fact that Agent was serving in the capacity referred to herein.

5.      PARTIAL INDEMNIFICATION. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including
 attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in
 connection with any action, suit or proceeding referred to in Section 2 hereof even if not entitled hereunder to indemnification for the total amount thereof, and
 the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

6.      NOTIFICATION AND DEFENSE OF CLAIM. Not later than thirty (30) days after receipt by
Agent of notice of the commencement of any action, suit or proceeding, Agent will, if a claim in respect thereof is to be made against the Corporation under this
 Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may
 have to Agent otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Agent notifies the Corporation of the commencement
 thereof:

(a)     the Corporation will be entitled to participate therein at its own expense;

(b)     except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to assume
 such defense, assume the defense thereof, with counsel reasonably satisfactory to Agent. After notice from the Corporation to Agent of its election to assume the
 defense thereof, the Corporation will not be liable to Agent under this Agreement for any legal or other expenses subsequently incurred by Agent in connection with
 the defense thereof except for reasonable costs of investigation or otherwise as provided below. Agent shall have the right to employ separate counsel in such action,
 suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the
 expense of Agent unless (i) the employment of counsel by Agent has been authorized by the Corporation, (ii) Agent shall have reasonably concluded, and so notified
 the Corporation, that there is an actual conflict of interest between the Corporation and Agent in the conduct of the defense of such action or (iii) the Corporation
 shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Agent's separate counsel shall be at
the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the
Corporation or as to which Agent shall have made the conclusion provided for in clause (ii) above; and

(c)     the Corporation shall not be liable to indemnify Agent under this Agreement for any amounts paid in settlement of any action or claim effected without its
 written consent, which shall not be unreasonably withheld. The Corporation shall be permitted to settle any action except that it shall not settle any action or
claim in any manner which would impose any penalty or limitation on Agent without Agent's written consent, which may be given or withheld in Agent's sole discretion.

7.      EXPENSES. The Corporation shall advance, prior to the final disposition of any proceeding, promptly following request therefor, all expenses incurred by Agent
 in connection with such proceeding upon receipt of an undertaking by or on behalf of Agent to repay said amounts if it shall be determined ultimately that Agent is
 not entitled to be indemnified under the provisions of this Agreement, the Bylaws, the GCL or otherwise.

8.      ENFORCEMENT. Any right to indemnification or advances granted by this Agreement to Agent shall be enforceable by or on behalf of Agent in any court of
 competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety
 (90) days of request therefor. Agent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his
 claim. It shall be a defense to any action for which a claim for indemnification is made under Section 3 hereof (other than an action brought to enforce a claim for
 expenses pursuant to Section 8 hereof, provided that the required undertaking has been tendered to the Corporation) that Agent is not entitled to indemnification
because of the limitations set forth in Section 4 hereof. Neither the failure of the Corporation (including its Board of Directors or its shareholders) to have made a
 determination prior to the commencement of such enforcement action that indemnification of Agent is proper in the circumstances, nor an actual determination by the
 Corporation (including its Board of Directors or its shareholders) that such indemnification is improper shall be a defense to the action or create a presumption
 that Agent is not entitled to indemnification under this Agreement or otherwise.

9.      SUBROGATION. In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery
of Agent, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Corporation effectively to
 bring suit to enforce such rights.

10.     NON-EXCLUSIVITY OF RIGHTS. The rights conferred on Agent by this Agreement shall not be exclusive of any other right which Agent may have or hereafter acquire
 under any statute, provision of the
Corporation's Amended and Restated Certificate of Incorporation or Bylaws, agreement, vote of shareholders or directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding office.

11.     SURVIVAL OF RIGHTS.

(a)     The rights conferred on Agent by this Agreement shall continue after Agent has ceased to be a director, officer, employee or other agent of the Corporation or
 to serve at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise and shall inure to the benefit of Agent's heirs, executors and administrators.

(b)     The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
 business or assets of the Corporation, expressly                                  to assume and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform if no such succession had taken place.

12.     SEPARABILITY. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof
 shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof.
Furthermore, if this Agreement shall be invalidated in its entirety on any ground, then the Corporation shall nevertheless indemnify Agent to the fullest extent
provided by the Bylaws, the GCL or any other applicable law.

13.     ARBITRATION. The parties agree that any dispute arising between them related to this Agreement or the performance hereof shall be submitted for resolution to
 the American Arbitration Association for arbitration in the Baton Rouge, Louisiana, office of the Association under the then-current rules of arbitration. The
Arbitrator or Arbitrators shall have the authority to award to the prevailing party its reasonable costs and attorneys fees. Any award of the Arbitrators may be
 entered as a judgment in any court competent jurisdiction.

14.     GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Nevada.

15.     AMENDMENT AND TERMINATION. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both
parties hereto.

16.     IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all
of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence of this Agreement.

17.     HEADINGS. The headings of the sections of this Agreement are inserted for convenience only and shall be deemed to constitute part of this Agreement or to
affect the construction hereof.

18.     NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery
 if delivered by hand to the party to whom such communication was directed or (ii) upon the third business day after the date on which such communication was mailed if mailed by certified or registered mail with postage prepaid:

(a)     If to Agent, at the address indicated on the signature page hereof; and

(b)     If to the Corporation, to: MK Automotive, Inc., 8050 N. 19th Ave. #241 Phoenix, AZ 85021, or to such other address as may have been furnished to Agent by the
 Corporation.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

MK AUTOMOTIVE, INC.
By: /s/ BRIAN WENDT
Brian Wendt
President


/s/ DAVID LOFLIN
David Loflin

Address of Employee:
7123 Moniteau Ct
Baton Rouge, LA 70809

___________________________________________________________________________________________________________________________________________________
Exhibit VI(A)
___________________________________________________________________________________________________________________________________________________

January 10, 2017


MK Automotive, Inc.
8050 N. 19th Ave. #241
Phoenix, AZ 85021

        Re:     Confidentiality Agreement

Gentlemen:

In connection with the execution of an employment agreement (the "Employment Agreement") between the undersigned and MK Automotive, Inc. (together with affiliates,
the "Company"), the Company will furnish to the undersigned certain information concerning its business, financial position, operations, business contacts, assets and
liabilities, as well as other proprietary information.  As a condition to such information's being furnished to the undersigned and as a condition to the
undersigned's entering into an employment agreement with the Company, the undersigned agrees to treat any information concerning the Company (whether prepared by the
Company, its advisors, or otherwise, and irrespective of the form of communication) which is furnished to the undersigned now or in the future by or on behalf of the
Company (together with the material described below, herein collectively referred to as the "Confidential Material") in accordance with the provisions of this letter
 agreement, and to take or abstain from taking certain other actions hereinafter set forth.

The undersigned understands that the term "Confidential Material" also includes all notes, analysis, compilations, studies, interpretations or other documents
 prepared by the Company or its representatives which contain, reflect or are based upon, in whole or in part, the information furnished to the undersigned. The term
 "Confidential Material" does not include information which (A) is or becomes generally available to the public other than as a result of a disclosure by the
undersigned, or (B) was lawfully within the undersigned's possession prior to its being furnished to the undersigned by or on behalf of the Company, provided that the
 source of such information was not known by the undersigned to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of
confidentiality to, the Company or any other party with respect to such information, or (C) is disclosed to the undersigned by a third party, provided that such third
party was not known by the undersigned to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the
Company or any other party with respect to such information.

The undersigned hereby agrees that he will use the Confidential Material solely in connection with the undersigned's performance of his duties under the employment
agreement, that the Confidential Material will be kept confidential and that the undersigned will not disclose any of the Confidential Material in any manner
whatsoever.

In the event that the undersigned is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena,
civil investigative demand or other similar process) to disclose any of the Confidential Material, the undersigned will provide the Company with prompt written notice
of any such request or requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this
letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the undersigned is, nonetheless, in the opinion
of counsel, legally compelled to disclose Confidential Material, the undersigned may, without liability hereunder, disclose only that portion of the Confidential
Material specifically required by an order of Court. Additionally, the undersigned shall make every reasonable effort and take every reasonable action, including,
without limitation, by cooperating with the Company, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be
accorded the Confidential Material.

Upon termination of the Employment Agreement or at any time upon the request of the Company, the undersigned will promptly deliver to the Company or certify
destruction of, at the Company's direction, all Confidential Material (and all copies thereof) furnished to the undersigned by or on behalf of the Company pursuant
 hereto. All oral Confidential Material provided to the undersigned shall continue to be held confidential hereunder. Notwithstanding the return or destruction of the
Confidential Material, the undersigned will continue to be bound by obligations of confidentiality hereunder.

The undersigned agrees that the Company, without prejudice to any rights to judicial relief he may otherwise have, shall be entitled to equitable relief, including
 injunctive relief and specific performance, in the event of any breach of the provisions of this letter agreement and that the undersigned will not oppose the
granting of such relief. The undersigned also agrees that he will not seek and agrees to waive any requirement for the securing and posting of a bond in connection
 with the Company's seeking or obtaining such relief. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines
 that the undersigned has breached this letter agreement, then the undersigned will be liable to pay to the Company the reasonable legal fees incurred in connection
with such litigation, including any appeal therefrom. Also, in the event a court of competent jurisdiction determines that the undersigned has not breached this
letter agreement, then the Company will be liable to pay to the undersigned the reasonable legal fees incurred in connection with such litigation, including any
appeal therefrom.

This letter agreement is for the benefit of the Company, and shall be construed (both as to validity and performance) and enforced in accordance with, and governed
by, the laws of the State of Nevada applicable to agreements made and to be performed wholly within such jurisdiction. This letter agreement shall remain in full
 force and effect until the earlier of the date that is three years from the termination of the undersigned's employment by the Company or the date that this
agreement is terminated by the Company.

Please confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned whereupon this letter agreement shall become
 a binding agreement.

Very truly yours,

/s/ DAVID LOFLIN
David Loflin individually

AGREED AND ACCEPTED as of the date first written above:

MK AUTOMOTIVE, INC.

By: /s/ BRIAN WENDT
Brian Wendt
President

                                                                   PLAN AND AGREEMENT OF REORGANIZATION

This Plan and Agreement of Reorganization (the "Plan of Reorganization") is entered into as of the 1st day of February, 2017, by and among MK Automotive, Inc., a
Nevada corporation, sometimes referred to in this Plan of Reorganization as "Purchaser", and those persons executing this Plan of Reorganization below, all of whom
are shareholders of MK Automotive, Inc., a Louisiana corporation, sometimes referred to in this Plan of Reorganization as the "Acquired Corporation". These persons,
as a group, are sometimes referred to collectively in this Plan of Reorganization as the "Shareholders". The Shareholders own, in the aggregate, 100% of all of the
outstanding shares of common stock of MK Automotive, Inc., a Louisiana corporation.

This Plan of Reorganization comprises a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. Purchaser will
acquire from the Shareholders all of the issued and outstanding shares of common stock of Acquired Corporation, in exchange solely for shares of voting stock of
Purchaser (the "Purchaser Common Stock"). Under this Plan of Reorganization, Acquired Corporation will become a wholly-owned subsidiary of Purchaser.

In order to consummate this Plan of Reorganization, Purchaser and the Shareholders, in consideration of the mutual covenants and on the basis of the representations
and warranties set forth, agree as follows:



ARTICLE 1
EXCHANGE OF CAPITAL STOCK

1.01.   Transfer of Acquired Corporation's Common Stock. Subject to the terms and conditions of this Plan of Reorganization, the Shareholders will transfer and
deliver to Purchaser, on or before the Closing Date, certificates for shares of common stock of Acquired Corporation, duly endorsed in blank, as follows:

                                                                                # of Shares of Common Stock
                        Name of Shareholder                                     of Acquired Corporation
                        David Loflin                                                    750 shares
                        TikiLIVE, Inc.                                                  500 shares
                        Total Shares Outstanding of Acquired Corporation                1,250 shares


        1.02.   Consideration for Transfer. In exchange for the number of shares transferred by the Shareholders pursuant to paragraph 1.01, Purchaser will issue and
cause to be delivered to the Shareholders, on the Closing Date, a total of 125,000,000 shares of Purchaser Common Stock, as follows:



                                                                                # of Shares of Purchaser
                        Name of Shareholder                                     Common Stock to be Issued
                        David Loflin                                                 75,000,000 shares
                        TikiLIVE, Inc.                                               50,000,000 shares
                        Total Shares to be Issued by Purchaser                      125,000,000 shares


        1.03.   The Closing; Closing Date. Subject to the conditions precedent set forth in this Plan of Reorganization, and the other obligations of the parties set
forth herein, this Plan of Reorganization shall be consummated at the offices of Acquired Corporation, 7117 Florida Boulevard, Suite 206, Baton Rouge, Louisiana 70806,
on February 1, 2017, at the hour of 2:00 p.m., or at any other place and date as the parties fix by mutual written consent (the "Closing"). Consummation shall include
the delivery by the Shareholders of their respective shares of common stock of Acquired Corporation, as provided in paragraph 1.01 of this Plan of Reorganization, and
the delivery by Purchaser of the shares of Purchaser Common Stock, as provided in paragraph 1.02 of this Plan of Reorganization. The date of the consummation of this
Plan of Reorganization is referred to as the "Closing Date".

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

        The Shareholders, and each of them, represent and warrant, as of the date of this Plan of Reorganization and as of the Closing Date, as follows:

        2.01.   Organization and Standing of Acquired Corporation. Acquired Corporation is a corporation duly organized, validly existing and in good standing under
the laws of the State of Louisiana, with corporate power to own property and carry on its business as it is now being conducted. A true copy of the Certificate of
Incorporation of Acquired Corporation, as amended to date, that have been certified by the Secretary of State of Louisiana and delivered to Purchaser is included in
Schedule 2.01 attached hereto and made a part hereof and is complete and accurate as of the date of this Plan of Reorganization. Acquired Corporation is qualified to
transact business as a foreign corporation and is in good standing in all jurisdictions in which it carries on business or in which any of its principal properties
are located.

        2.02.   Subsidiaries. Acquired Corporation has no subsidiaries nor any interest in any other corporation, firm, partnership or other juridical entity.

        2.03.   Capitalization. Acquired Corporation has an authorized capitalization of 1,000,000 shares of $.00001 par value common stock. As of the date of this
Plan of Reorganization, 1,000 shares of $.00001 par value common stock are issued and outstanding, fully paid and non-assessable. Except as set forth in Schedule 2.03
attached hereto and made a part hereof, there are no outstanding subscriptions, options, contracts, commitments or demands relating to the authorized but unissued
capital stock of Acquired Corporation or other agreements of any character under which Acquired Corporation would be obligated to issue or purchase shares of its
capital stock.

        2.04.   Financial Statements. Purchaser acknowledges receipt of Acquired Corporation's unaudited financial statements, since inception (the "Financial
Statement Date").

        2.05.   Operations Since Financial Statement Date. Since the Financial Statement Date, Acquired Corporation has not, and prior to the Closing Date will not
have, without written consent to Purchaser:

                (a)     Except as set forth in Schedule 2.05(a) attached hereto and made a part hereof, issued or sold any stock, bond or other corporate securities;

                (b)     Except for current liabilities incurred and obligations entered into in the usual and ordinary course of business, incurred any absolute or
contingent obligation, including long-term debt;

                (c)     Except for current liabilities shown on the balance sheet and current liabilities incurred since the Financial Statement Date in the usual and
ordinary course of business, discharged or satisfied any lien or encumbrance, or paid any obligation or liability;

                (d)     Mortgaged, pledged or subjected to lien any of its assets;

                (e)     Except in the usual and ordinary course of business, sold or transferred any of its tangible assets, or canceled any debts or claims, or waived
any rights of substantial value;

                (f)     Sold, assigned or transferred any patents, formulas, trademarks, trade names, copyrights, licenses, or other intangible assets;

                (g)     Incurred any materially adverse losses or damage, or become involved in any strikes or other labor disputes; or

                (h)     Entered into any transaction other than in the usual and ordinary course of business.

        2.06.   Title to Assets. Acquired Corporation has good and marketable title to all its assets specified in the Schedule of Assets described in paragraph 2.07;
none of such assets is subject to any mortgage, pledge, lien, charge, security interest, encumbrance or restriction.

        2.07.   Schedule of Assets. Prior to the Closing Date, Acquired Corporation will have delivered to Purchaser a separate Schedule of Assets, specifically
referring to this paragraph, containing a true and complete:

                (a)     Legal description of all real property owned by Acquired Corporation and any real property for which Acquired Corporation has an option to
purchase, or holds a leasehold interest;

                (b)     Aged list of accounts receivable as of the Closing Date;

                (c)     List of all capitalized machinery, tools, equipment and rolling stock owned by Acquired Corporation that sets forth any liens, claims,
encumbrances, charges, restrictions, covenants and conditions concerning the listed items;

                (d)     Description of all machinery, tools, equipment and rolling stock in which Acquired Corporation has a leasehold interest, with a description of
each interest;

                (e)     List of all Internet domain names in which Acquired Corporation has an interest, ownership or otherwise;

                (f)     List of all patents, patent licenses, trademarks, trademark registrations, trade names, copyrights, and copyright registrations owned by
Acquired Corporation, including copies thereof; and

                (g)     List of all fire and other casualty and liability insurance policies of Acquired Corporation in effect at the time of delivery of such
schedule, including copies thereof.

        2.08.   Indebtedness.

                (a)     Acquired Corporation presently has no outstanding indebtedness other than liabilities incurred in the usual and ordinary course of business.
Acquired Corporation is not in default with respect to any terms or conditions of any indebtedness.

                (b)     Acquired Corporation has not made any assignment for the benefit of creditors, nor has any involuntary or voluntary petition in bankruptcy
been filed by or against Acquired Corporation.

        2.09.   Litigation.

                (a)     Acquired Corporation is not party to, nor has it been threatened with, any litigation or governmental proceeding. Acquired Corporation is not
aware of any facts that might result in any action, suit or other proceeding that would result in any material adverse change in the business or financial condition
of Acquired Corporation.

                (b)     Acquired Corporation is not infringing on, or otherwise acting adversely to, any copyrights, trademark rights, patent rights or licenses owned
by any other person, and there is no pending claim or threatened action with respect to such rights. Acquired Corporation is not obligated to make any payments in the
form of royalties, fees, or otherwise to any owner or licensor of any patent, trademark, trade name or copyright.

        2.10.   Compliance With Law and Other Instruments. The business operations of Acquired Corporation have been, and currently are being, conducted in accordance
with all applicable laws, rules and regulations of all authorities, including, without limitation, state franchise registration and/or business opportunity laws and
regulations, or laws similar thereto. Acquired Corporation is not in violation of, or in default under, any term or provision of its Certificate of Incorporation, its
bylaws or of any lien, mortgage, lease, agreement, instrument, order, judgment or decree, or any other type of restriction that would prevent consummation of the
exchange of securities contemplated by this Plan of Reorganization.

        2.11.   Contractual Obligations. Except for the contracts listed and described on Schedule 2.11 attached hereto and made a part hereof, Acquired Corporation
is not a party to, or bound by, any written or oral:

                (a)     Contract not made in the usual and ordinary course of business;

                (b)     Employment or consultant contract that is not terminable at will without cost or other liability to Acquired Corporation or any successor;

                (c)     Contract with any labor union;

                (d)     Bonus, pension, profit-sharing, retirement, stock option, hospitalization, group insurance or similar plan providing employee benefits;

                (e)     Any real or personal property lease as lessor;

                (f)     Advertising contract or contract for public relations services;

                (g)     Purchase, supply or service contracts in excess of $5,000 each, or in the aggregate of $25,000 for all such contracts;

                (h)     Deed of trust, mortgage, conditional sales contract, security agreement, pledge agreement, trust receipt or any other agreement subjecting any
of the assets or properties of Acquired Corporation to a lien, encumbrance or other restriction;

                (i)     Term contract continuing for a period of more than 30 days that is not terminable without liability to Acquired Corporation or its successors;
or

                (j)     Contract that contains a redetermination of price or similar type of provision.

        Acquired Corporation has performed all obligations required to be performed by it to date and is not in material default under any of the contracts, leases or
other arrangements by which it is bound. None of the parties with whom Acquired Corporation has contractual arrangements are in default of their obligations.

        2.12.   Changes in Compensation. Since the Financial Statement Date, Acquired Corporation has not granted any general pay increase to employees or changed the
rate of compensation, commission or bonus payable to any officer, employee, director, agent or shareholder.

        2.13.   Records. All of the account books, minute books, stock certificate books and stock transfer ledgers of Acquired Corporation are complete and accurate.

        2.14.   Taxes. Except as described in Schedule 2.14 attached hereto and made a part hereof, Acquired Corporation has filed all required income tax returns as
of the date of this Plan of Reorganization. Acquired Corporation owes no income taxes.

        2.15.   Full Disclosure. As of the Closing Date, the Shareholders will, and will have caused Acquired Corporation to, have disclosed all events, conditions
and facts materially affecting the business and prospects of Acquired Corporation. Neither the Shareholders nor Acquired Corporation has withheld knowledge of any
events, conditions and facts that it has reasonable ground to know may materially affect the business and prospects of Acquired Corporation. None of the
representations and warranties made by the Shareholders in this Plan of Reorganization, or set forth in any other instrument furnished to Purchaser, contain any
untrue statement of a material fact, fail to state material facts or fail to state facts necessary to make the statements of fact made not misleading.

        2.16.   Ownership of Acquired Corporation's Common Stock. Each of the Shareholders executing this Plan of Reorganization is, on the date of this Plan of
Reorganization, and on the Closing Date will be, the lawful owner of the number of shares of common stock of Acquired Corporation that is set forth opposite each such
Shareholder's name in paragraph 1.01 of this Plan of Reorganization. Each of the Shareholders executing this Plan of Reorganization has the legal right and power to
sell, assign and transfer the shares of such Shareholder of the common stock of Acquired Corporation. The delivery of the described shares to the Purchaser pursuant
to the provisions of this Plan of Reorganization will transfer valid title to the shares free and clear of all liens, encumbrances, claims and other restrictions of
any kind.

        2.17.   Waiver of Preemptive Rights; No Rights of Refusal. Each of the Shareholders executing this Plan of Reorganization has waived, and does hereby waive,
any preemptive or prescriptive right to purchase shares of Acquired Corporation that each such Shareholder has or may have had in the past. None of the Shareholders
executing this Plan of Reorganization is subject to a right of first refusal as to his, her or its common stock of Acquired Corporation.

        2.18.   No Brokers or Finders. All negotiations related to this Plan of Reorganization on the part of each of the Shareholders executing this Plan of
Reorganization have been accomplished solely by such Shareholders without the assistance of any person employed as a broker or finder. None of the Shareholders
executing this Plan of Reorganization has done anything to give rise to any valid claims against Purchaser or Acquired Corporation for a brokerage commission,
finder's fee or any similar charge.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF PURCHASER

        3.01.   Securities Act Disclosure - Information With Respect to Purchaser. Purchaser files annual and other periodic reports with OTC Markets
(www.otcmarkets.com). The periodic reports, as filed with the OTC Markets by Purchaser, are incorporated herein by this reference. Purchaser represents and warrants
 that the information contained in the documents incorporated by reference accurately reflects its business operations and current financial condition.

        3.02.   Organization and Standing of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State
of Nevada, with corporate power to own property and carry on its business as it is now being conducted.

        3.03.   Subsidiaries. Purchaser has no subsidiaries nor any interest in any other corporation, firm, partnership or other juridical entity.

        3.04.   Capitalization. Purchaser has an authorized capitalization of 950,000,000 shares of Common Stock of the par value of $.00001 per share, of which
102,514,672 shares are issued, outstanding and fully paid, as of the date of this Plan of Reorganization, and 5,000,000 shares of Preferred Stock of the par value
of $.00001 per share, of which 2,000,000 shares are issued, outstanding and fully paid, as of the date of this Plan of Reorganization. Except as set forth in Schedule
3.04 attached hereto and made a part hereof, there are no outstanding options, contracts, calls, commitments or demands relating to the authorized but unissued
capital stock of Purchaser.

        3.05.   Financial Statements. A copy of Purchaser's unaudited financial statements for the period ended September 30, 2016, are available at
www.otcmarkets.com and are made a part hereof. The financial statements listed in this paragraph 3.05 present fairly the financial condition of Purchaser as of the
date thereof.

        3.06.   Financial Condition Since September 30, 2016. Since September 30, 2016, Purchaser has not made any transfer of any of its operating assets other than
in the ordinary course of business.

        3.07.   Title to Assets. All book assets of Purchaser are in existence and in its possession, are in good condition and repair and conform to all applicable
laws, regulations and ordinances. Purchaser has good and marketable title to all of its assets and holds such assets subject to no mortgage, lien or encumbrance.

        3.08.   Status of Issued Shares. The shares of Purchaser Common Stock that are to be issued and delivered to the Shareholders pursuant to the terms of this
Plan of Reorganization will be validly authorized and issued, and will be fully paid and non-assessable. No shareholder of Purchaser will have any preemptive right of
subscription or purchase with respect to the shares to be issued and delivered.

        3.09.   Indebtedness. Purchaser has no outstanding indebtedness, other than those liabilities described in Schedule 3.09 attached hereto. Except as set forth
in Schedule 3.09, Purchaser is not in default with respect to any terms or conditions of any indebtedness.

        3.10.   Litigation. Except as described in Schedule 3.10 attached hereto, Purchaser is not a party to, nor has it been threatened with, any litigation or
governmental proceeding that could have a materially adverse affect on the transactions contemplated by this Plan of Reorganization or on the financial condition of
Purchaser.

        3.11.   Purchaser's Authority. The execution and performance of this Plan of Reorganization have been duly authorized by all requisite corporate action. This
Plan of Reorganization constitutes a valid and binding obligation of Purchaser, in accordance with its terms. No provision of the Purchaser's Article of Incorporation,
Bylaws, minutes, share certificates or contracts prevents Purchaser from delivering good title to its shares of common stock in the manner contemplated by this Plan
of Reorganization.

        3.12.   Brokers and Finders. All negotiations on the part of the Purchaser related to this Plan of Reorganization have been accomplished solely by the
Purchaser without the assistance of any person employed as a broker or finder. The Purchaser has done nothing to give rise to any valid claims against the
Shareholders for a brokerage commission, finder's fee or any similar charge.

        3.13.   Taxes. Except as described in Schedule 3.13 attached hereto and made a part hereof, Purchaser has filed all required income tax returns. Purchaser
owes no income taxes.

        3.14.   Full Disclosure. As of the Closing Date, Purchaser will have disclosed to the Shareholders all events, conditions and facts materially affecting the
business and prospects of Purchaser. Purchaser has not withheld knowledge of any events, conditions or facts it has reasonable ground to know may materially affect
the business and prospects of Purchaser. None of the representations and warranties made by the Purchaser in this Plan of Reorganization or set forth in any other
instrument furnished to the Shareholders contain any untrue statement of a material fact, fail to state material facts or fail to state facts necessary to make the
statements of fact made not misleading.

ARTICLE 4
CONDUCT OF BUSINESS OF ACQUIRED CORPORATION PENDING CLOSING DATE

        4.01.   Conduct of Business in Its Usual and Ordinary Course. Acquired Corporation shall carry on its business in substantially the same manner as previous to
the date of execution of this Plan of Reorganization, and to:

                (a)     Continue in full force the amount and scope of insurance coverage carried prior to that date;

                (b)     Maintain its business organization and keep it intact, to retain its present employees and to maintain its goodwill with suppliers, customers
and others having business relationships with it;

                (c)     Exercise due diligence in safeguarding and maintaining confidential reports and data used in its business; and

                (d)     Maintain its assets and properties in good condition and repair, and not sell or otherwise dispose of any of its assets or properties, except
sales of inventory in the usual and ordinary course of business.

        4.02.   Satisfy Conditions Precedent. Acquired Corporation shall satisfy all conditions precedent contained in this Plan of Reorganization.

        4.03.   Access to Information and Documents.

                (a)     The Shareholders shall, and shall cause Acquired Corporation to, afford the officers and representatives of Purchaser, from the date of this
Plan of Reorganization until consummation hereof, full access during normal business hours to all properties, books, accounts, contracts, commitments and any other
records of any kind of Acquired Corporation. Sufficient access shall be allowed to provide Purchaser with full opportunity to make any investigation it desires to
make of Acquired Corporation and to keep itself fully informed of the affairs of Acquired Corporation.

                (b)     In addition, the Shareholders shall, and shall cause Acquired Corporation to, permit Purchaser to make extracts or copies of all such books,
accounts, contracts, commitments and records, and to furnish to Purchaser, on demand, any further financial and operating data of Acquired Corporation as Purchaser
reasonably requests.

                (c)     Purchaser will use any information obtained under this paragraph only for its own purposes in connection with the consummation of the
transaction contemplated by this Plan of Reorganization, and will not divulge the information to any other person. In the event the transaction contemplated by this
Plan of Reorganization is not consummated within ninety (90) days of the date of mutual execution, all documents or information gathered by Purchaser hereunder will
be returned to Acquired Corporation forthwith, unless such period shall be extended by mutual consent.

        4.04.   Negative Covenants. Except with the prior written consent of Purchaser, the Shareholders shall cause Acquired Corporation not to:

                (a)     Incur any liabilities, other than current liabilities incurred in the usual and ordinary course of business;

                (b)     Incur any mortgage, lien, pledge, hypothecation, charge, encumbrance or restriction of any kind;

                (c)     Become a party to any contract, or renew, extend or modify any existing contract, except in the usual and ordinary course of business;

                (d)     Make any capital expenditures, except for ordinary repairs, maintenance and replacement;

                (e)     Declare or pay any dividend, or make any other distribution, to shareholders;

                (f)     Purchase, retire or redeem any shares of its capital stock;

                (g)     Issue or sell any warrants, rights or options to acquire any shares of its capital stock;

                (h)     Amend its Certificate of Incorporation or Bylaws;

                (i)     Pay or agree to pay any bonus, increase in compensation, pension or severance pay to any director, shareholder, officer, consultant, agent or
employee;

                (j)     Discharge or satisfy any lien or encumbrance, nor pay any obligation or liability, except current liabilities shown on the Financial Statement
dated September 30, 2016, or incurred in the usual and ordinary course of business since that date;

                (k)     Merge or consolidate with any other entity;

                (l)     Enter into any transactions or take any acts that would constitute a breach of the representations and warranties contained in this Plan of
Reorganization; and

                (m)     Institute, settle, or agree to settle, any action or proceeding before any court or governmental body.

        4.05.   Consultation. Acquired Corporation will consult with Purchaser at all times until the Closing Date with respect to the operation and conduct of
Acquired Corporation's business.

ARTICLE 5
CONDUCT OF BUSINESS OF PURCHASER PENDING CLOSING DATE

        5.01.   Conduct of Business in Its Ordinary Course. Purchaser will carry on its business in substantially the same manner as before the date of execution of
this Plan of Reorganization.

        5.02.   Satisfy Conditions Precedent. Purchaser will use its best efforts to satisfy all conditions precedent contained in this Plan of Reorganization.

        5.03.   Access to Information and Documents.

                (a)     Purchaser will provide the Shareholders, from the date of this Plan of Reorganization until the consummation hereof, full access during normal
business hours to all properties, books, accounts, contracts, commitments and records of Purchaser. Sufficient access shall be allowed to provide the Shareholders
with full opportunity to make any investigation they desire to make of Purchaser and to keep themselves fully informed of the affairs of Purchaser.

                (b)     Purchaser will permit the Shareholders to make extracts or copies of all books, accounts, contracts, commitments and records. Additionally,
Purchaser will furnish to the Shareholders, within three (3) days after demand, any further financial and operating data and other information concerning its business
and assets that the Shareholders reasonably requests.

                (c)     The Shareholders will use any information obtained under this paragraph only for their own purposes in connection with the consummation of the
transaction contemplated by this Plan of Reorganization, and will not divulge the information to any other person. In the event the transaction contemplated hereby is
not consummated within ninety (90) days of the date of mutual execution, all documents or information gathered by the Shareholders hereunder will be returned to
Purchaser forthwith, unless such period shall be extended by mutual consent.

ARTICLE 6
CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS

        6.01.   Conditions Precedent to Closing. The obligations of the Shareholders, and each of them, to consummate this Plan of Reorganization shall be subject to
the conditions precedent specified in this Article 6.

        6.02.   Truth of Representations and Warranties and Compliance With Covenants. The representations and warranties of Purchaser contained in this Plan of
Reorganization shall be true as of the Closing Date with the same effect as though made on the Closing Date. Purchaser shall have performed all obligations and
complied with all covenants required by this Plan of Reorganization to be performed or complied with by it prior to the Closing Date. Purchaser shall deliver to the
Shareholders a certificate, in the form of Exhibit 6.02 attached hereto and made a part hereof, dated as of the Closing Date and signed by the President or a Vice
President of Purchaser, certifying the truth of the representations and warranties.

        6.03.   No Restrictions. No action or proceeding by any governmental body or agency shall have been threatened, asserted or instituted to prohibit the
consummation of the transactions contemplated herein.

ARTICLE 7
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

        7.01.   Conditions Precedent to Closing. The obligations of Purchaser to consummate this Plan of Reorganization shall be subject to the conditions precedent
specified in this Article 7.

        7.02.   Truth of Representations and Warranties and Compliance With Covenants. The representations and warranties of the Shareholders, and each of them,
contained in this Plan of Reorganization shall be true as of the Closing Date, with the same effect as though made on the Closing Date. The Shareholders, and each of
them, shall have performed all obligations and complied with all covenants required by this Plan of Reorganization to be performed or complied with by them prior to
the Closing Date. The Shareholders shall deliver to Purchaser a certificate, in the form of Exhibit 7.02 attached hereto and made a part hereof, dated the Closing
Date and signed by each of them, certifying the truth of the representations and warranties.

        7.03.   Retention of Officers and Directors. The present officers and directors of Acquired Corporation shall remain in office subsequent to the Closing and
until their earlier resignation or removal.

        7.04.   No Restrictions. No action or proceeding by any governmental body or agency shall be threatened, asserted or instituted that prohibits the
consummation of the transactions contemplated herein.

        7.05.   No Contracts Terminated. Acquired Corporation shall not have terminated any contracts prior to the Closing Date that, in the aggregate, would
materially and adversely affect its business.

        7.06.   No Damage to Assets. At the Closing Date, the machinery, equipment, inventory or other tangible property of Acquired Corporation shall not be damaged
by fire, flood, accident, labor strife, act of war or any other cause beyond the reasonable power and control of Acquired Corporation or the Shareholders to an extent
that substantially affects the value of the property and assets. Loss or damage shall be considered to affect substantially the value of the properties and assets
within the meaning of this paragraph, if the book value of the properties and assets lost or damaged exceeds ten percent (10%) of the total book value of all assets
of Acquired Corporation.

ARTICLE 8
SURVIVAL OF WARRANTIES AND INDEMNIFICATION

        8.01.   Nature and Survival of Representations and Warranties. All statements of fact contained in this Plan of Reorganization, or in any memorandum,
certificate, letter, document or other instrument delivered by or on behalf of Acquired Corporation, Purchaser or the Shareholders pursuant to this Plan of
Reorganization shall be deemed representations and warranties made by any such party, respectively, to each other party under this Plan of Reorganization. The
covenants, representations and warranties of Purchaser and the Shareholders shall survive the Closing Date, and all inspections, examinations, or audits on behalf of
the parties and the Shareholders for a period of one year following the Closing Date, except that the same shall survive for a period of three years with respect to
issues relating to fraud and federal income taxes.

        8.02.   Indemnification by the Shareholders. The Shareholders, and each of them, jointly and severally, agree to indemnify and hold Purchaser, its officers,
agents and attorneys harmless after the date of this Plan of Reorganization in respect to any damages as defined in this paragraph 8.02. Damages, as used in this
paragraph, shall include any claim, action, demand, loss, cost, expense, liability, penalty and other damage, including, but not limited to, attorney's fees and
other costs and expenses incurred attempting to avoid damages or in enforcing this indemnity, resulting to Purchaser from:

                (a)     Any materially inaccurate representation made by the Shareholders in, or pursuant to, this Plan of Reorganization;

                (b)     Material breach of any of the warranties by the Shareholders in, or pursuant to, this Plan of Reorganization; or

                (c)     Material breach or default of any of the obligations to be performed by the Shareholders under this Plan of Reorganization.

        The Shareholders, and each of them, jointly and severally, shall be required to reimburse Purchaser for any payment made or loss suffered by Purchaser, at any
time after the Closing Date, based on the judgment of any arbitrator or any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of
claims, demands or actions with respect to any damages described in this paragraph.

        8.03.   Indemnification by Purchaser. Purchaser agrees to indemnify and hold the Shareholders, and each of them, harmless after the date of this Plan of
Reorganization in respect to any damages as defined in this paragraph 8.03. Damages, as used in this paragraph, shall include any claim, action, demand, loss, cost,
expense, liability, penalty and other damage, including, but not limited to, attorney's fees and other costs and expenses incurred attempting to avoid damages or in
enforcing this indemnity, resulting to the Shareholders from:

                (a)     Any materially inaccurate representation made by, or on behalf of, Purchaser in, or pursuant to, this Plan of Reorganization;

                (b)     Material breach of any warranty by Purchaser in, or pursuant to, this Plan of Reorganization; or

                (c)     Material breach or default of any of the obligations to be performed by Purchaser under this Plan of Reorganization.

        Purchaser shall be required to reimburse the Shareholders, and each of them, for any payment made or loss suffered by the Shareholders, at any time after the
Closing Date, based on the judgment of any arbitrator or any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or
actions with respect to any damages described in this paragraph.

        8.04.   Expenses. The Shareholders, and each of them, including Acquired Corporation, shall pay all of their own expenses incurred by them arising out of this
Plan of Reorganization and the transactions contemplated in this Plan of Reorganization, including, but not limited to, all fees and expenses of their counsel and
accountants. Whether or not this Plan of Reorganization is terminated, each of the parties shall bear all of their respective expenses incurred by them in connection
with this Plan of Reorganization and in the consummation of the transactions contemplated by, and in preparation of, this Plan of Reorganization.

ARTICLE 9
COMPLIANCE WITH SECURITIES LAWS

        9.01.   Unregistered Stock Under Federal Securities Act. The Shareholders, and each of them, acknowledge that the shares of the Purchaser Common Stock to be
delivered to the Shareholders pursuant to this Plan of Reorganization have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), and that,
therefore, the shares of Purchaser Common Stock are not transferable, except as permitted under various exemptions contained in the 1933 Act and the Rules of the
Securities and Exchange Commission under the 1933 Act. The provisions contained in this paragraph 9.01 are intended to ensure compliance with the 1933 Act.

        9.02    No Distribution of Stock to Public. The Shareholders, and each of them, represent and warrant to Purchaser that the Shareholders are acquiring the
shares of the Purchaser Common Stock under this Plan of Reorganization for the Shareholders' respective accounts for investment, and not for the purpose of resale or
any other distribution of the shares. The Shareholders, and each of them, also represent and warrant that the Shareholders have no present intention of disposing of
all or any part of such shares at any particular time, for any particular price or on the happening of any particular circumstances. The Shareholders, and each of
them, acknowledge that Purchaser is relying on the truth and accuracy of the warranties and representations set forth in this paragraph in issuing the shares, without
first registering the shares under the 1933 Act.

        9.03    No Transfers in Violation of the 1933 Act. The Shareholders, and each of them, covenant and represent that none of the shares of Purchaser Common
Stock that will be issued to the Shareholders pursuant to this Plan of Reorganization will be offered, sold, assigned, pledged, transferred or otherwise disposed of,
except after full compliance with all of the applicable provisions of the 1933 Act and the rules and regulations of the Securities and Exchange Commission under the
1933 Act. Therefore, the Shareholders, and each of them, agree not to sell or otherwise dispose of any of the shares of the Purchaser Common Stock received pursuant
to this Plan of Reorganization, unless the Shareholders:

                (a)     Have delivered to Purchaser a written legal opinion in form and substance satisfactory to counsel for Purchaser, to the effect that the
disposition is permissible under the terms of the 1933 Act and regulations under the 1933 Act;

                (b)     Have complied with the registration and prospectus requirements of the 1933 Act relating to such a disposition; or

                (c)     Have presented Purchaser satisfactory evidence that such a disposition is exempt from registration under the 1933 Act.

                Purchaser shall place a stop transfer order against transfer of shares, until one of the conditions set forth in this paragraph has been met.

        9.04    Investment Legend on Certificates. The Shareholders, and each of them, agree that the certificates evidencing the shares of Purchaser Common Stock to
be delivered to the Shareholders hereunder will have the following, or substantially similar, legend affixed thereto:

                "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN TAKEN FOR
                INVESTMENT. THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS
                AMENDED, IS IN EFFECT AS TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS IN FACT APPLICABLE TO SUCH OFFER
                OR SALE."

        9.05    Indemnification by the Shareholders. If, at any time in the future, the Shareholders, or any of them, sell or otherwise dispose of any of the shares
of Purchaser Common Stock in violation of the provisions of the 1933 Act or the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder,
or any similar federal or state law, rule or regulation that may then be in effect, the Shareholders, and each of them, agree to indemnify and hold harmless Purchaser
against any claims, liabilities, penalties, costs and expenses that may be asserted against or suffered by Purchaser as a result of such disposition.

ARTICLE 10
TERMINATION

        10.01.  Default. Purchaser or the Shareholders, acting as a group, may, by written notice, on or at any time prior to the Closing Date, terminate this Plan of
Reorganization by notice to the other party in the event:

                (a)     One party has determined that any material representation of the other party is untrue;

                (b)     The other party has defaulted under the Plan of Reorganization by failing to perform any of its covenants and agreements contained in this
Plan of Reorganization; and

                (c)     Each default has not been fully cured within three (3) days after receipt of the notice specifying particularly the nature of the default.

        10.02.  Delay. If consummation of the transaction specified in this Plan of Reorganization has not occurred by 11:59 p.m., Pacific Time, on March 31, 2017,
any party that is not in default in the timely performance of any of its covenants and conditions may terminate this Plan of Reorganization subsequent to that time
by giving written notice of termination to the other party. The written notice of termination shall be effective upon the delivery of the notice in person to an
officer of the party or, if served by mail or overnight courier, upon the receipt of the notice by such party.

        10.03.  Damage or Loss - Acquired Corporation. Purchaser may, at its option, terminate this Plan of Reorganization prior to the Closing Date, if Acquired
Corporation has suffered any damage, destruction or loss (whether or not covered by insurance) that materially and adversely affects the property, business or
financial condition of Acquired Corporation. Damage, destruction or loss shall be considered materially and adversely to affect the properties, business or financial
condition of Acquired Corporation if the book or market value (whichever is lower) of the assets damaged, destroyed or lost exceeds ten percent (10%) in book or
market value (whichever is lower) of all assets of Acquired Corporation.

        10.04.  Damage or Loss - Purchaser. The Shareholders, acting as a group, may, at their option, terminate this Plan of Reorganization prior to the Closing
Date, if Purchaser has suffered any damage, destruction or loss (whether or not covered by insurance) that materially and adversely affects the property, business or
financial condition of Purchaser. Damage, destruction or loss shall be considered materially and adversely to affect the properties, business or financial condition
of Purchaser if the book or market value (whichever is lower) of the assets damaged, destroyed or lost exceeds ten percent (10%) in book or market value (whichever is
lower) of all assets of Purchaser.

ARTICLE 11
MISCELLANEOUS

        11.01.  Public Announcements. Purchaser shall have the exclusive right to issue one ore more press releases or otherwise make any public statements with
respect to the existence of this Plan of Reorganization or the transactions contemplated herein; provided, however, that the Shareholders shall have the right to
pre-approve any such press release or public statements, which approval shall not be unreasonably withheld.

        11.02.  Amendments. This Plan of Reorganization may be amended or modified at any time and in any manner only by an instrument in writing executed by all
parties.

        11.03.  Waiver. Either Purchaser or the Shareholders, acting as a group, may, in writing:

                (a)     Extension of Time. Extend the time, to a date certain, for the performance of any of the obligations of any other party to this Plan of
Reorganization.

                (b)     Waiving Inaccuracies. Waive any inaccuracies and misrepresentations contained in this Plan of Reorganization or any document delivered
pursuant hereto made by any other party to this Plan of Reorganization.

                (c)     Waiving Compliance With Covenants. Waive compliance with any of the covenants or performance of any obligations contained in this Plan of
Reorganization by any other party to this Plan of Reorganization.

                (d)     Waiving Satisfaction of Condition Precedent or Condition Subsequent. Waive the fulfillment of any condition precedent or condition subsequent
to the performance by any other party to the Plan of Reorganization.

        11.04.  Dispute Resolution.

                (a)     Negotiation. If a dispute arises out of or relates to this Plan of Reorganization or the breach thereof, within twenty (20) days of receipt of
written notice of a dispute, the parties shall attempt in good faith to resolve such dispute by negotiation.

                (b)     Mediation. If the dispute cannot be settled through such negotiations, the parties agree to try in good faith to settle the dispute by
mediation within 20 days immediately following the 20-day period set forth in paragraph 11.04(a), in San Diego, California, under the Commercial Mediation Rules of
the American Arbitration Association ("AAA").

                (c)     Arbitration. If the dispute cannot be settled by mediation as set forth in paragraph 11.04(b), the parties agree to submit the dispute to
binding arbitration in Dallas, Texas, under applicable Nevada and Federal law. Such demand shall set forth the names of the other party or parties. The arbitration
provided for in this paragraph 11.04(c) shall be conducted under the auspices of the AAA, utilizing the AAA's applicable rules for arbitration of commercial disputes,
and shall be decided by one arbitrator. Except as otherwise provided herein, the Arbitrators shall have the authority to award any remedy or relief a state or Federal
court of the State of Nevada could order or grant, including, without limitation, specific performance, the awarding of compensatory damages, the issuance of an
injunction and other equitable relief, but specifically excluding punitive damages. The Arbitrators' decision shall be issued with findings of fact and conclusions of
law and shall be non-appealable. If the remedy sought is a monetary award, each party shall simultaneously, on the twentieth business day following the commencement
of the arbitration, submit to the Arbitrators the amount that party believes should be awarded, and with respect to compensatory damages, the Arbitrators shall make
an award in whichever of the two amounts they deem most reasonable.

        11.05.  Assignment.

                (a)     Neither this Plan of Reorganization nor any right created hereby shall be assignable by either the Shareholders or Purchaser, without the prior
written consent of the other, except by the laws of succession.

                (b)     Except as otherwise limited elsewhere herein, this Plan of Reorganization shall be binding on, and inure to the benefit of, the respective
successors and assigns of the parties.

                (c)     Nothing in this Plan of Reorganization, expressed or implied, is intended to confer upon any person, other than the parties and their
successors, any rights or remedies under this Plan of Reorganization.

        11.06.  Notices. Any notice or other communication required or permitted by this Plan of Reorganization must be in writing and shall be deemed to be properly
given when delivered in person to an officer of the other party, when deposited in the United States mails for transmittal by certified or registered mail, postage
prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, provided that the communication is addressed:

                (a)     If to Purchaser:                        MK Automotive, Inc.
                                                                8050 N. 19th Avenue
                                                                #241
                                                                Phoenix, Arizona 85021

                (b)     If to the Shareholders:                 David Loflin
                                                                7117 Florida Blvd
                                                                Suite 206
                                                                Baton Rouge, Louisiana 70806

                                                                TikiLIVE, Inc.
                                                                8301 Overseas Highway
                                                                Marathon, Florida 33050

        11.07.  Paragraph Headings. Paragraph and other headings contained in this Plan of Reorganization are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Plan of Reorganization.

        11.08.  Entire Agreement. This instrument and the exhibits to this instrument contain the entire agreement between the parties with respect to the transaction
contemplated by this Plan of Reorganization. It may be executed in any number of counterparts, but the aggregate of the counterparts together constitute only one and
the same instrument.

        11.09.  Effect of Partial Invalidity. In the event that any one or more of the provisions contained in this Plan of Reorganization shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Plan of
Reorganization, but this Plan of Reorganization shall be constructed as if it never contained any such invalid, illegal or unenforceable provisions.

        11.10.  Counterparts. This Plan of Reorganization may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

        11.11.  Controlling Law. The validity, interpretation and performance of this Plan of Reorganization shall be controlled by and construed under the laws of
the State of Nevada.

        11.12.  Specific Performance. The parties declare that it is impossible to measure in money the damages that will accrue to a party or its successors as a
result of the other parties' failure to perform any of the obligations under this Plan of Reorganization. Therefore, if a party or its successor institutes any action
or proceeding to enforce the provisions of this Plan of Reorganization, any party opposing such action or proceeding agrees that specific performance may be sought
and obtained for any breach of this Plan of Reorganization.

        Executed by Purchaser and the Shareholders as of the date first above written.

                PURCHASER:                                                      SHAREHOLDERS:

                MK AUTOMOTIVE, INC.                                             /s/ DAVID LOFLIN
                                                                                David Loflin, individually
                                                                                as to 75,000,000 shares
                By: /s/ DAVID LOFLIN
                        David Loflin                                            TIKILIVE, INC.
                        CEO

                                                                                By: /s/ TIM GREEN
                                                                                Name: Tim Green
                                                                                Title: CIO
                                                                                as to 50,000,000 shares