Exhibit 10.1

Share Exchange Agreement

by and among

Descrypto Holdings, Inc.,

OpenLocker Inc.,

The Stockholders of OpenLocker Inc. Party Hereto

And

Brian Klatsky as the Stockholders’ Representative

TABLE OF CONTENTS

Exhibits

Share Exchange Agreement

Dated as of May 23, 2022

This Share Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) Descrypto Holdings, Inc., a Delaware corporation (the “Company”); (ii) OpenLocker Inc., a Delaware corporation (“OpenLocker”), (iii) all of the stockholders of OpenLocker as set forth on the signature pages hereto (together with the Additional Stockholders (as defined below) the “OpenLocker Stockholders”) and (iv) Brian Klatsky as the Representative of the OpenLocker Stockholders (the “Stockholders’ Representative”). Each of OpenLocker and the OpenLocker Stockholders may be referred to collectively herein as the “OpenLocker Parties” and separately as a “OpenLocker Party”. Each of the Company, each OpenLocker Party and the Stockholders’ Representative may be referred to herein collectively as the “Parties” and separately as a “Party”.

WHEREAS, at the Closing (as defined below), the Company agrees to acquire from the OpenLocker Stockholders all of the shares of common stock, par value $0.0001 per share, of OpenLocker (the “OpenLocker Stock”) held by the OpenLocker Stockholders in exchange for the issuance by the Company to the OpenLocker Stockholders of shares of the Company’s common stock, par value $0.0001 per share (the “Company Common Stock”);

WHEREAS, OpenLocker will become a wholly owned subsidiary of the Company;

WHEREAS, for Federal income tax purposes, it is intended that the Exchange (as defined below) qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); and

WHEREAS, in pursuance of the plan of reorganization as set forth herein and pursuant to Section 354(a)(1) of the Code, at the Closing (as defined below), the Optionholders (as defined below) shall exchange their OpenLocker Options (as defined below) for Descrypto Options (as defined below);

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, it is hereby agreed as follows:

Article I. Definitions and Interpretations

Section 1.01 Definitions. The following terms, as used herein, have the following meanings:

Section 1.02 Interpretive Provisions. Unless the express context otherwise requires (i) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (iii) the terms “Dollars” and “$” mean United States Dollars; (iv) references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement; (v) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; (vi) references herein to any gender shall include each other gender; (vii) references herein to any Person shall include such Person’s heirs, executors, personal Representatives, administrators, successors and assigns; provided, however, that nothing contained herein is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; (viii) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; (ix) references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof; (x) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; (xi) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and (xii) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

Article II. The Transactions

Section 2.01 Additional Stockholders.

Section 2.02 The Exchange.

Section 2.03 Additional Agreements and Actions at and Following the Closing.

Section 2.04 OpenLocker Options. Effective as of the Closing and as a condition thereof, the OpenLocker Options held by Brian Klatsky shall be terminated, with no consideration paid therefor, and shall be null and void and of no force or effect. At the Closing, and pursuant to the plan or reorganization as set forth herein and pursuant to Section 354(a)(1) of the Code, all of the Optionholders shall exchange all of their OpenLocker Options for options to acquire shares of Company Common Stock (the “Descrypto Options”) pursuant to option rollover agreements and option agreements to be in form as agreed by the Company and the Stockholders’ Representative (collectively, the “Option Rollover Agreements”), with such Option Rollover Agreements to be prepared and executed so as to meet the requirements of Section 354(a)(1) of the Code. The Option Rollover Agreements and Descrypto Options shall provide for substantially the same terms as the OpenLocker Options, other than they shall be fully vested at issuance, and shall increase the number of shares of Company Common Stock underlying the Descrypto Options from the number of shares of OpenLocker Stock underlying the OpenLocker Options and shall retain the same exercise price per share of Company Common Stock underlying the Descrypto Options as the exercise price per share of OpenLocker Stock underlying the OpenLocker Options, in each case as necessary to provide for the same spread value for each applicable Optionholder. The Parties acknowledge and agree that the Option Rollover Agreements and the transactions as set forth therein, are and shall be mutually dependent on this Agreement and the Transactions, and the consummation of the Transactions shall be a condition to the consummation of the transactions as set forth in the Option Rollover Agreements, and the consummation of the transactions as set forth in the Option Rollover Agreement shall be a condition to the consummation of the Transactions. Notwithstanding the foregoing, if any provision of this Agreement or the Option Rollover Agreements contravenes any regulations or guidance promulgated under Section 409A of the Code or would cause the OpenLocker Options or the Descrypto Options to be subject to taxes, penalties or interest under Section 409A of the Code, the Company may, in its discretion and without an Optionholder’s consent, modify the provisions to comply with, or avoid being subject to Code Section 409A.

Section 2.05 Closing. The closing of the Transactions (the “Closing”) shall occur on second Business Day following the satisfaction or waiver (by the Party for whose benefit the conditions to exist) of the conditions to closing set forth in Section 6.01, Section 6.02 and Section 6.03, or at such other date, time or place as the Parties may agree (the date and time at which the Closing is actually held being the “Closing Date”), via the exchange of electronic documents and other items as required herein.

Section 2.06 OpenLocker Deliverables at the Closing. At the Closing, OpenLocker or the OpenLocker Stockholders, as applicable, shall deliver to the Company the following:

Section 2.07 Company Deliverables at the Closing. At the Closing, the Company shall:

Section 2.08 Additional Documents. At and following the Closing, the Company, OpenLocker, the Stockholders’ Representative and the OpenLocker Stockholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to or following the Closing, together with such other items as may be reasonably requested by the Parties and their respective legal counsel in order to effectuate or evidence the Transactions.

Section 2.09 Tax Consequences. For U.S. federal Tax purposes, the Exchange is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder. The Parties adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

Section 2.10 Conveyance Taxes. Each OpenLocker Stockholder will pay all sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Taxes incurred by such OpenLocker Stockholder as a result of the Transactions.

Article III. Representations and Warranties Relating to OpenLocker

As an inducement to, and to obtain the reliance of the Company, except as otherwise specifically set forth in the schedules of exceptions to the representations of the OpenLocker Parties delivered to the Company on the Effective Date (“Disclosure Schedules”), the Company and the Stockholder’s Representative represents and warrants to the Company, as of the Effective Date and as of the Closing Date, except as otherwise specifically set forth below as to representations and warranties which speak solely with respect to a particular date, as follows:

Section 3.01 Corporate Existence and Power. OpenLocker is a corporation duly organized, validly existing, and in good standing under the Laws of the state of Delaware, and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. OpenLocker has made available to the Company complete and correct copies of the Certificate of Incorporation, Bylaws, and other organizational documents and the corporate minute books of OpenLocker as in effect on the Effective Date (the “OpenLocker Organizational Documents”). OpenLocker has full corporate power and authority to carry on its businesses as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets.

Section 3.02 Due Authorization. The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not, violate any provision of the OpenLocker Organizational Documents. OpenLocker has taken all actions required by Law, the OpenLocker Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the Transactions.

Section 3.03 Valid Obligation. This Agreement and all Transaction Documents executed by OpenLocker and the Stockholder’s Representative in connection herewith constitute the valid and binding obligations of OpenLocker and the Stockholder’s Representative, as applicable, enforceable in accordance with its or their terms, except as may be limited by the Enforceability Exceptions.

Section 3.04 No Conflict With Other Instruments. The execution of this Agreement by OpenLocker and the Stockholder’s Representative and the consummation of the Transactions by OpenLocker and the Stockholder’s Representative will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which OpenLocker or and the Stockholder’s Representative is a party or to which any of their respective assets, properties or operations are subject.

Section 3.05 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by OpenLocker or the Stockholder’s Representative requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Governmental Authority.

Section 3.06 Authorized Shares and Capital.

Section 3.07 Validity of Shares. The shares of OpenLocker Stock to be delivered at the Closing shall be duly and validly issued, fully paid and non-assessable and free and clear of any Liens.

Section 3.08 Liabilities. Section 3.08 of the Disclosure Schedules sets forth (i) a true, correct and complete list of all outstanding loans, lines of credit and other indebtedness incurred by OpenLocker, inclusive of any outstanding loans, lines of credit and other indebtedness incurred by OpenLocker, the repayment obligations for which are secured by any of OpenLocker’s assets; (ii) with respect to each loan described in the foregoing clause, the remaining amounts due thereunder as of the Effective Date and (iii) any other Liabilities of OpenLocker in excess of $10,000. For purposes herein, “Liabilities” means any liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, including without limitation any penalties, interest and/or excise Tax as may be applicable.

Section 3.09 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the Knowledge of OpenLocker after reasonable investigation, threatened by or against OpenLocker or affecting OpenLocker or its properties, at Law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. OpenLocker has no Knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.

Section 3.10 Compliance with Laws; Permits.

Section 3.11 General Compliance. OpenLocker to its knowledge is not: (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice, lapse of time or both, would result in a default by OpenLocker under), nor has OpenLocker received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived); (ii) in violation of any judgment, decree or order of any court, arbitrator or other Governmental Authority; or (iii) or has not been, in violation of any statute, rule, ordinance or regulation of any Governmental Authority, including without limitation all foreign, federal, state and local Laws relating to Taxes, registration as a charitable organization, and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

Section 3.12 Contracts.

Section 3.13 Bank Accounts; Power of Attorney. Section 3.13 of the Disclosure Schedules sets forth a true and complete list of (i) all accounts with banks, money market mutual funds or securities or other financial institutions maintained by OpenLocker within the past twelve (12) months, the account numbers thereof, and all Persons authorized to sign or act on behalf of OpenLocker; (ii) all safe deposit boxes and other similar custodial arrangements maintained by OpenLocker within the past twelve (12) months; and (iii) the names of all Persons holding powers of attorney from OpenLocker or who are otherwise authorized to act on behalf of OpenLocker with respect to any matter, other than its officers and managers, and a summary of the terms of such powers or authorizations.

Section 3.14 Intellectual Property.

Section 3.15 Condition and Sufficiency of Assets. Except for ordinary wear and tear, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of OpenLocker are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by OpenLocker, together with all other properties and assets of OpenLocker, are sufficient for the conduct of OpenLocker’s business as conducted as of the Closing and constitute all of the rights, property and assets necessary to conduct the business of OpenLocker as conducted as of the Closing.

Section 3.16 Accounts Receivable. The accounts receivable reflected on the books and records of OpenLocker and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by OpenLocker involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of OpenLocker not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) are collectible in full within ninety (90) calendar days after billing.

Section 3.17 Title. OpenLocker has good and marketable title in fee simple to all real property owned by it, or leases such real property pursuant to valid and in-force lease agreements, and has good and marketable title in all personal property owned by it that is material to the business of OpenLocker, in each case free and clear of all Liens and, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by OpenLocker and Liens for the payment of federal, state or other Taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by OpenLocker is held under valid, subsisting and enforceable leases with which OpenLocker is in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by OpenLocker.

Section 3.18 Taxes.

Section 3.19 Controls. OpenLocker maintains a system of internal accounting controls appropriate for its size. There is no transaction, arrangement, or other relationship between OpenLocker and an unconsolidated or other off balance sheet entity that is not disclosed by OpenLocker in its financial statements or otherwise that would be reasonably likely to have a Material Adverse Effect on OpenLocker.

Section 3.20 Transactions with Affiliates. None of the officers or directors of OpenLocker and, to the Knowledge of OpenLocker, none of the employees of OpenLocker, is presently a party to any transaction with OpenLocker (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Knowledge of OpenLocker, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of the lesser of (i) $120,000 or (ii) one percent of the average of OpenLocker’s total assets at year-end for the last two completed fiscal years, other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of OpenLocker and (iii) other employee benefits, including stock option agreements under any stock option plan of OpenLocker.

Section 3.21 Foreign Corrupt Practices. Neither OpenLocker, nor, to the Knowledge of OpenLocker, any agent or other Person acting on behalf of OpenLocker, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by OpenLocker (or made by any Person acting on its behalf of which OpenLocker is aware) which is in violation of Law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

Section 3.22 Money Laundering. OpenLocker is in material compliance with, and has not previously violated in any material respect, the USA PATRIOT ACT of 2001 and all other applicable U.S. and non-U.S. anti-money laundering Laws and regulations, including, but not limited to, the Laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.

Section 3.23 Illegal or Unauthorized Payments; Political Contributions. Neither OpenLocker nor, to the Knowledge of OpenLocker, any of the officers, directors, employees, agents or other representatives of OpenLocker or any other business entity or enterprise with which OpenLocker is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable Law, (a) as a kickback or bribe to any Person or (b) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of OpenLocker.

Section 3.24 No Disqualification Events. None of OpenLocker, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of OpenLocker, any beneficial owner of 20% or more of OpenLocker’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with OpenLocker in any capacity at the time of sale (each, an “OpenLocker Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. OpenLocker has exercised reasonable care to determine whether any OpenLocker Covered Person is subject to a Disqualification Event.

Section 3.25 Approval of Agreement. The OpenLocker Board has authorized the execution and delivery of this Agreement by OpenLocker and has approved this Agreement and the Transactions.

Section 3.26 Disclosure. All disclosure provided to the Company regarding OpenLocker, its business and Transactions, including the Disclosure Schedules, furnished by or on behalf of OpenLocker with respect to the representations and warranties made herein are true and correct in all material respects with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Section 3.27 No Brokers. Neither the Company nor the Stockholders’ Representative has retained any broker or finder in connection with any of the Transactions, and neither the Company nor the Stockholders’ Representative has incurred or agreed to pay, or taken any other action that would entitle any Person to receive, any brokerage fee, finder’s fee or other similar fee or commission with respect to any of the Transactions.

Article IV. Representations and Warranties of Each OpenLocker Stockholder

As an inducement to, and to obtain the reliance of the Company, each OpenLocker Stockholder, severally and not jointly and severally, and solely with respect to the OpenLocker Stock held by such OpenLocker Stockholder and with respect to the Exchange Shares to be received by such OpenLocker Stockholder, represents and warrants to the Company, as of the Effective Date and as of the Closing Date as follows:

Section 4.01 Existence and Power. Such OpenLocker Stockholder is a natural person or is an entity duly organized, validly existing, and in good standing under the Laws of the state of its organization and has the power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted.

Section 4.02 Due Authorization. Such OpenLocker Stockholder has taken all actions required by Law, its organizational documents (if applicable) or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the Transactions.

Section 4.03 Valid Obligation. This Agreement and all Transaction Documents executed by such OpenLocker Stockholder in connection herewith constitute the valid and binding obligations of such OpenLocker Stockholder, enforceable in accordance with its or their terms, except as may be limited by the Enforceability Exceptions.

Section 4.04 No Conflict With Other Instruments. The execution of this Agreement by such OpenLocker Stockholder and the consummation of the Transactions by such OpenLocker Stockholder will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which such OpenLocker Stockholder is a party or to which any of such OpenLocker Stockholder’s assets, properties or operations are subject.

Section 4.05 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by such OpenLocker Stockholder requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Governmental Authority, in each case on the part of such OpenLocker Stockholder.

Section 4.06 Title to and Issuance of the OpenLocker Stock. Such OpenLocker Stockholders is, as of the date of the execution of this Agreement by such OpenLocker Stockholder, and on the Closing Date will be, the record and beneficial owner and holder of the OpenLocker Stock to be delivered by such OpenLocker Stockholder at the Closing, as set forth on the Updated Capitalization Table, free and clear of all Liens. None of the OpenLocker Stock held by such OpenLocker Stockholder is subject to pre-emptive or similar rights, either pursuant to any OpenLocker Organizational Document, requirement of Law or any contract, and no Person has any pre-emptive rights or similar rights to purchase or receive any OpenLocker Stock or other interests in OpenLocker from such OpenLocker Stockholder.

Section 4.07 Investment Representations. For purposes of this Section 4.07, any reference to the “Exchange Shares” shall be deemed solely to be a reference to the portion of the Exchange Shares being delivered to such applicable OpenLocker Stockholder.

Section 4.08 No Brokers. Such OpenLocker Stockholder has not retained any broker or finder in connection with any of the Transactions, and such OpenLocker Stockholder has not incurred or agreed to pay, or taken any other action that would entitle any Person to receive, any brokerage fee, finder’s fee or other similar fee or commission with respect to any of the Transactions.

Article V. Representations and Warranties of the Company

As an inducement to, and to obtain the reliance of OpenLocker and the OpenLocker Stockholders, the Company represents and warrants to OpenLocker and the OpenLocker Stockholders, as of the Effective Date and as of the Closing Date except as otherwise specifically set forth below as to representations and warranties which speak solely with respect to a particular date, and other than as set forth in the reports and filings made by the Company with the SEC pursuant to the Securities Act or the Exchange Act (the “SEC Reports”), as follows:

Section 5.01 Corporate Existence and Power. The Company is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Delaware and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. The SEC Reports contain copies of the articles of incorporation and bylaws of the Company as in effect on the Effective Date (the “Company Organizational Documents”). The execution and delivery of this Agreement does not, and the consummation of the Transactions will not, violate any provision of the Company Organizational Documents. The Company has taken all action required by Law, the Company Organizational Documents, or otherwise to authorize the execution and delivery of this Agreement, and the Company has full power, authority, and legal right and has taken all action required by Law, the Company Organizational Documents or otherwise to consummate the Transactions.

Section 5.02 Due Authorization. The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not, violate any provision of the Company Organizational Documents. The Company has taken all actions required by Law, the Company Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the Transactions.

Section 5.03 Valid Obligation. This Agreement and all agreements and other documents executed by the Company in connection herewith constitute the valid and binding obligations of the Company, enforceable in accordance with its or their terms, except as may be limited the Enforceability Exceptions.

Section 5.04 No Conflict With Other Instruments. The execution of this Agreement by the Company and the consummation of the Transactions by the Company will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or to which any of its assets, properties or operations are subject.

Section 5.05 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by the Company requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Governmental Authority.

Section 5.06 Authorized Shares and Capital. The authorized capital stock of the Company is comprised of 10,000,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). 200,000 shares of the Preferred Stock has been designated as the Series A Preferred Stock of the Company (the “Series A Stock”). As of the Effective Date, there are 25,872,504 shares of Common Stock issued and outstanding, and 35,520 shares of Series A Stock issued and outstanding, and there are no issued or outstanding Derivatives to acquire any shares of capital stock of the Company.

Section 5.07 Validity of Shares. The Exchange Shares to be delivered at the Closing shall be duly and validly issued, fully paid and non-assessable and free and clear of any Liens. Based in part on the accuracy of the representations of the OpenLocker Stockholders in Section 4.07 and subject to filings pursuant to Regulation D under the Securities Act and applicable state securities laws, the offer, sale and issuance of the Exchange Shares pursuant to this Agreement will be in compliance with federal and applicable state securities laws and regulations.

Section 5.08 Approval of Agreement. The Company Board has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the Transactions.

Section 5.09 Disclosure. All disclosure provided to the OpenLocker Stockholders regarding the Company, its business and Transactions furnished by or on behalf of the Company with respect to the representations and warranties made herein are true and correct in all material respects with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Section 5.10 No Brokers. The Company has not retained any broker or finder in connection with any of the Transactions, and the Company has not incurred or agreed to pay, or taken any other action that would entitle any Person to receive, any brokerage fee, finder’s fee or other similar fee or commission with respect to any of the Transactions.

Section 5.11 No Disqualification Events. None of the Company, any of its current affiliated issuers, any of its current directors, executive officers, or other officers of the Company, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities since such date, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity (each, a “Company Covered Person”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event.

Article VI. Conditions to the Closing

Section 6.01 Conditions to the Obligations of all of the Parties. The obligations of all of the Parties to consummate the Closing are subject to the satisfaction, or waiver by each of the Parties, at or before the Closing Date of all the following conditions:

Section 6.02 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Closing are subject to the satisfaction (or waiver by the Company), at or before the Closing Date, of the following conditions:

Section 6.03 Condition to the Obligations of the OpenLocker Parties. The obligations of the OpenLocker Parties to consummate the Closing are subject to the satisfaction (or waiver by OpenLocker and the Stockholders’ Representative on behalf of the OpenLocker Stockholders), at or before the Closing Date, of the following conditions:

Article VII. Additional Covenants of the Parties

Section 7.01 Delivery of Books and Records. At the Closing, OpenLocker shall deliver to the Company the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of OpenLocker now in the possession of OpenLocker or its Representatives.

Section 7.02 Third Party Consents and Certificates. The Company and the OpenLocker Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the Transactions.

Section 7.03 Notices of Certain Events. In addition to any other notice required to be given by the terms of this Agreement, each of the Parties shall promptly notify each of the other Parties of:

Section 7.04 Due Diligence Review. Following the Effective Date until the Closing, each of OpenLocker and the Company shall give to the other and the other’s authorized Representatives full and complete access to the books and records, contracts, facilities and personnel of OpenLocker or the Company, as applicable, so that each may complete its due diligence investigation. Each of OpenLocker and the Company also agrees to provide the other and the other’s authorized Representatives with access to any information in its possession or within its control that contains information relative to its financial, operational, and/or regulatory condition (present, past, or prospective). If the Company, in its sole discretion, at any time prior to the Closing determines that its due diligence review of OpenLocker is not satisfactory to the Company, then the Company may terminate this Agreement upon notice to OpenLocker. If the OpenLocker, in its sole discretion, at any time prior to the Closing determines that its due diligence review of the Company is not satisfactory to OpenLocker, then OpenLocker may terminate this Agreement upon notice to the Company.

Article VIII. Termination; Survival

Section 8.01 Termination.This Agreement may be terminated on or prior to the Closing Date:

Section 8.02 Specific Enforcement. Notwithstanding the foregoing, the Parties acknowledge and agree that (i) if the Company has a right to terminate this Agreement pursuant to the provisions of clause (ii) of Section 8.01(b), the Company may elect not to terminate this Agreement and may instead seek to specifically enforce this Agreement pursuant to the provisions of Section 10.19; and (ii) if OpenLocker and the Stockholders’ Representative has a right to terminate this Agreement pursuant to the provisions of clause (ii) of Section 8.01(c), OpenLocker and the Stockholders’ Representative may elect not to terminate this Agreement and may instead seek to specifically enforce this Agreement pursuant to the provisions of Section 10.19.

Section 8.03 Survival After Termination. If this Agreement is terminated by in accordance with Section 8.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 8.03 and Article X shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Article IX. Indemnification

Section 9.01 Indemnification of Company. Provided that the Closing occurs, the Stockholders’ Representative, Abby Klatsky and Brendan O’Brien (the “Controlling Stockholders”), who are the holders of a majority of the issued and outstanding shares of OpenLocker Stock, hereby agree, severally and pro-rata as set forth in Section 9.05(b), and not jointly and severally, to indemnify and hold harmless to the fullest extent permitted by applicable law the Company, each of its Affiliates and each of its and their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (each a “Company Indemnified Party”), against and in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses” and each individually a “Loss”) incurred or sustained by any Company Indemnified Party as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the Company or the Stockholders’ Representative contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto.

Section 9.02 Indemnification of the OpenLocker Parties. Provided that the Closing occurs, the Company hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable law the Stockholders’ Representative, the OpenLocker Stockholders, OpenLocker and each of its officers, directors, employees, stockholders, attorneys and agents and permitted assignees (each a “OpenLocker Indemnified Party”), against and in respect of any and all Losses incurred or sustained by any OpenLocker Indemnified Party as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the Company contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto.

Section 9.03 Procedure. The following shall apply with respect to all claims by any OpenLocker Indemnified Party or Company Indemnified Party for indemnification with respect to actions by third-parties (with any references herein to an “Indemnified Party” being a reference to a OpenLocker Indemnified Party or a Company Indemnified Party, as applicable, and any references herein to an “Indemnifying Party” being a reference to the Company or the Controlling Stockholders, as applicable):

Section 9.04 Sole Recourse. Subject to the last sentence of Section 9.05(c), the sole recourse of any Company Indemnified Party for an indemnification obligation of a Controlling Stockholder shall be the transfer and return of the Exchange Shares as set forth in Section 9.05.

Section 9.05 Additional Provisions Relating to Indemnification by the Controlling Stockholders.

Section 9.06 Insurance. Any indemnification payments hereunder shall take into account any insurance proceeds or other third-party reimbursement actually received.

Section 9.07 Time Limit. The obligations of the Controlling Stockholders under Section 9.01 and of the Company under Section 9.02 shall expire one (1) year from the Closing Date, except with respect to (i) an indemnification claim asserted in accordance with the provisions of this Article IX which remains unresolved, for which the obligation to indemnify shall continue until such claim is resolved; and (ii) resolved claims for which payment has not yet been paid to the Indemnified Party, and no indemnification claim may be commenced by any party more than one (1) year from the Closing Date.

Section 9.08 Certain Limitations. The indemnification provided for in Section 9.01 and Section 9.02 shall be subject to the following limitations:

Section 9.09 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and any indemnified party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the any indemnified party’s or by reason of the fact that such indemnified party knew or should have known that any such representation or warranty is, was or might be inaccurate.

Section 9.10 Exclusive Remedy. In the event that the Closing occurs, the indemnification provisions contained in this Article IX shall be the sole and exclusive remedy of the Parties with respect to the Transactions for any and all breaches or alleged breaches of any representations, warranties, covenants or agreements of the Parties hereto or any other provision of this Agreement or arising out of the Transactions, except (i) with respect to any equitable remedy to which such Party may be entitled to with respect to any claims or causes of action arising from the breach of any covenants or agreement of a Party that is to be performed subsequent to the Closing Date, or (ii) with respect to a Party, an actual and intentional fraud with respect to this Agreement and the Transactions provided that the exclusion to such limitation in this clause (ii) shall not apply to Abby Klatsky or Brendan O’Brien. In furtherance of the foregoing, each Party hereto, for itself and on behalf of its Affiliates, hereby waives, from and after the Closing, to the fullest extent permitted under applicable law and except as otherwise specified in this Article IX, any and all rights, claims and causes of action it may have against any other Party hereto relating to the subject matter of this Agreement or any other agreement, certificate or other document or instrument delivered pursuant to this Agreement, arising under or based upon any applicable law.

Article X. Miscellaneous

Section 10.01 Arbitration.

Section 10.02 Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with the Laws of the State of Delaware, without giving effect to the principles of conflicts of law thereunder. Each of the Parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the state or federal courts of the United States with jurisdiction in Palm Beach County, Florida. By execution and delivery of this Agreement, each Party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid courts, and irrevocably waives any and all rights such Party may now or hereafter have to object to such jurisdiction.

Section 10.03 Waiver of Jury Trial.

Section 10.04 Limitation on Damages. In no event will any Party be liable to any other Party under or in connection with this Agreement or in connection with the Transactions for special, general, indirect or consequential damages, including damages for lost profits or lost opportunity, even if the Party sought to be held liable has been advised of the possibility of such damage.

Section 10.05 Notices.

If to the Company, to:

Descrypto Holdings, Inc.

Attn: Howard Gostfrand

625 N. Flagler Drive, Suite 600

West Palm Beach, FL

Email: hg@amcapventures.com

With a copy, which shall not constitute notice, to:

Anthony L.G., PLLC

Attn: Laura Anthony

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Email: lanthony@anthonypllc.com

If to OpenLocker, any OpenLocker Stockholder or the Stockholders’ Representative, to:

OpenLocker Inc.

Attn: Brian Klatsky

320 Broad Street

Red Bank, NJ 07701

Email: brian@openlocker.io

With a copy, which shall not constitute notice, to:

McCloskey Law PLLC

Attn: Patrick T. McCloskey

425 Madison Avenue, Suite 1700

New York, NY 10017

Email: patrick@mccloskeylawpllc.com

Section 10.06 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 10.07 Confidentiality. Each Party agrees that, unless and until the Transactions have been consummated, it and its Representatives will hold in strict confidence all data and information obtained with respect to another Party or any subsidiary thereof from any Representative, officer, director or employee, or from any books or records or from personal inspection, of such other Party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by Law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the Transactions. In the event of the termination of this Agreement, each Party shall return to the applicable other Party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each Party will continue to comply with the confidentiality provisions set forth herein.

Section 10.08 Third Party Beneficiaries. This contract is strictly between the Company, OpenLocker, the OpenLocker Stockholders and the Stockholders’ Representative, and except as specifically provided herein, no other Person and no director, officer, stockholder (other than the OpenLocker Stockholders), employee, agent, independent contractor or any other Person shall be deemed to be a third-party beneficiary of this Agreement. For the avoidance of doubt, the Optionholders, in their capacities as holders of OpenLocker Options, are not parties to this Agreement and shall have no rights or obligations hereunder.

Section 10.09 Expenses. Subject to Article IX and Section 10.06, whether or not the Exchange is consummated, each of the Company and the OpenLocker Parties will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other Transactions.

Section 10.10 Entire Agreement. This Agreement and the other agreements and documents referenced herein represent the entire agreement between the Parties relating to the subject matter thereof and supersede all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter. Notwithstanding the foregoing, the Parties acknowledge and agree that the Option Rollover Agreements are not a “Transaction Document” and shall be entered into and enforced separately from this Agreement, while each is mutually dependent on the other.

Section 10.11 Survival. The representations, warranties, and covenants of the respective Parties shall survive the Closing Date and the consummation of the Transactions for a period of one year.

Section 10.12 Amendment; Waiver; Remedies; Agent.

Section 10.13 OpenLocker Stockholders’ Representative.

Section 10.14 Arm’s Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length by parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the Parties, and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.

Section 10.15 Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties.

Section 10.16 No Assignment or Delegation. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect.

Section 10.17 Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, each OpenLocker Party and the Company shall use their respective commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the Transactions shall be consummated as soon as practicable, and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective this Agreement and the Transactions. Notwithstanding the foregoing, neither the Stockholder Representative nor any OpenLocker Party shall have any liability (for equitable remedies, damages or otherwise) for the failure or refusal of (1) any Additional Stockholder to execute and deliver a Joinder and/or (2) any Optionholder to execute and deliver an Option Rollover Agreement.

Section 10.18 Further Assurances. From and after the Effective Date, each Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate the Transactions.

Section 10.19 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (a) the other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 10.20 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signatures Appear on Following Pages]

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

[Stockholders’ signatures continue on following pages.]

OpenLocker Stockholder Name: Brian Klatsky

The above-named OpenLocker Stockholder certifies that he/she/it is:

OpenLocker Stockholder Name: Abby Klatsky

The above-named OpenLocker Stockholder certifies that he/she/it is:

OpenLocker Stockholder Name: Brendan O’Brien

The above-named OpenLocker Stockholder certifies that he/she/it is: